Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not later than the third 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 received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 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. (e) Notwithstanding the foregoing, any 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (ai) Subject Within five (5) Business Days after financial statements have been delivered pursuant to paragraph Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans equal to (fA) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of this Section 2.12Excess Cash Flow, not later than if any, for the third Business Day following fiscal year covered by such financial statements (commencing with the receipt of Net Cash Proceeds in respect of any Asset Salefirst full fiscal year ending after the Closing Date), the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. minus (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next followingB) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later sum of (i) 120 days after the end all voluntary prepayments of each Term Loans during such fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the date on which extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Cure Amount; provided that (x) the ECF Percentage shall be 25% if the First Lien Senior Secured Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than 3.75:1.00 and greater than or equal to 3.50:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Senior Secured Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than 3.50:1.00. (ii) (A) Subject to Section 2.05(b)(ii)(B), if following the Closing Date (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party, by a Restricted Subsidiary that is not a Loan Party or pursuant to clause (iv) of the proviso thereto), (e), (f), (g), (i) (except as set forth in the proviso thereto), (j), (k), (n), (o), (p), (q), (r), (s) and (u)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Parent Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrowers shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) (I) with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt portion of such Net Cash Proceeds by that the Parent Borrower shall have, on or prior to such Loan Party or such subsidiarydate, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans. (e) Notwithstanding the foregoing, any Lender may elect, by given 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 its pro rata share of such mandatory prepayment of its Loans pursuant intent to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types is then continuing) or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then (II) until the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of Net Cash Proceeds not reinvested in accordance with Section 2.05(b)(ii)(B) within the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect time periods set forth therein and not previously applied to such mandatory prepayment, the amount a prepayment exceeds $100,000,000 for any single Disposition or series of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15related Dispositions. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not later than the third 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 received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days Within five (5) Business Days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect are required to such period are be delivered pursuant to Section 5.04(a6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay outstanding Loans in cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the Required Prepayment Percentage “ECF Percentage”) of Excess Cash Flow Flow, if any, for the fiscal year then ended. covered by such financial statements (dcommencing with the first full fiscal year ending after the Closing Date), minus (B) the sum of (i) all voluntary prepayments (other than Discounted Voluntary Prepayments) of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.5:1.0 and greater than 1.5:1.0 and (y) the ECF Percentage shall be 0% if the First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 1.5:1.0. (ii) (A) Subject to paragraph Section 2.05(b)(ii)(B), if (fx) of this Section 2.12, in the event that any Loan Party Borrower or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed Restricted Subsidiary Disposes of any Loan Party property or any subsidiary of a Loan Party assets (other than any cash proceeds from Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g), (j), (k), (n), (o) or (p)), or (y) any Casualty Event occurs, which in the issuance aggregate results in the realization or renewal receipt by the Borrower or such Restricted Subsidiary of Indebtedness permitted pursuant to Section 6.01)Net Cash Proceeds, the Borrower shallshall make a prepayment, substantially simultaneously in accordance with (and in any event not later than the third Business Day next followingSection 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) the receipt with respect to such portion of such Net Cash Proceeds by that the Borrower shall have, on or prior to such Loan Party or such subsidiarydate, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans. (e) Notwithstanding the foregoing, any Lender may elect, by given 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 its pro rata share of such mandatory prepayment of its Loans pursuant intent to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, is then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(econtinuing), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject In the event and on such occasion that the Aggregate Revolving Credit Extensions of Credit exceeds the Line Cap (including after giving effect to paragraph any reductions in the Revolving Credit Commitments pursuant to Section 5.4(a)), the Company shall prepay Revolving Credit Loans (for, if no such Loans are outstanding, deposit cash collateral in an account with the Administrative Agent on terms reasonably satisfactory to the Administrative Agent) and Cash Collateralize the Revolving L/C Obligations in an aggregate amount equal to such excess. (b) Upon the Revolving Credit Termination Date, the Company shall, with respect to each then outstanding Letter of this Section 2.12Credit, not later than if any, either (i) cause such Letter of Credit to be cancelled without such Letter of Credit being drawn upon or (ii) Cash Collateralize the third Business Day following Revolving L/C Obligations with respect to such Letter of Credit with a letter of credit issued by banks or a bank satisfactory to the receipt of Net Cash Administrative Agent on terms satisfactory to the Administrative Agent. (c) If any Credit Party receives any Proceeds in respect of any Asset SalePrepayment Event, then the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower Company shall, substantially simultaneously with within five (and in any event not later than the third 5) Business Day next following) the occurrence Days following such Credit Party’s receipt of such Specified Equity IssuanceProceeds, apply 50% of prepay the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans Obligations in an aggregate principal amount equal to the Required Prepayment Percentage lesser of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 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 Proceeds and the aggregate outstanding principal amount of the Loans; provided that, if no Cash Proceeds to prepay outstanding Loans. Dominion Event is then in existence, then the Company shall, within five (e5) Notwithstanding the foregoingBusiness Days after its receipt of such Proceeds, any Lender may elect, by written notice deliver to the Administrative Agent at a certificate of a Responsible Officer to the time and effect that the Credit Parties intend to apply the Proceeds from such Prepayment Event (or a portion thereof specified in such certificate) within six (6) months after receipt of such Proceeds to acquire equipment, inventory or other tangible assets to be used in the manner business of the Credit Parties, and certifying that no Cash Dominion Event has occurred and is continuing, and then either (i) so long as no Cash Dominion Event has occurred or is in effect, no prepayment shall be required pursuant to this paragraph (c) in respect of the Proceeds specified in such certificate (provided that, any portion of the Proceeds not reinvested pursuant to this paragraph (c) by the Administrative Agent, to decline all (but not less than all) of its pro rata share 180th day after receipt of such mandatory prepayment Proceeds shall be repaid by such 180th day in an aggregate amount equal to the lesser of its Loans 100% of such non-reinvested Proceeds and the aggregate outstanding principal amount of the Loans), or (ii) if a Cash Dominion Event has occurred and is continuing and such Proceeds have not been applied to repay the Loans, then the Company shall deposit such Proceeds into the Collection Account and, thereafter, such funds shall be made available to the applicable Credit Party as follows: (A) the Company shall request that a release (specifying that the request is to use Proceeds pursuant to this Section 2.12 5.6(c)) from the Collection Account be made in the amount needed; and (such declined amountsB) so long as the conditions set forth in Section 7.3 have been met, the “Declined Proceeds”)Administrative Agent shall release funds from the Collection Account. Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory All prepayments of outstanding Loans that would otherwise be required made under this Section 2.12 5.6(c) shall be required to be made, except with respect to the portion (if any) made without a permanent reduction of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Revolving Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15Commitment. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (ai) Subject Within five (5) Business Days after financial statements have been delivered pursuant to paragraph Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans equal to (fA) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of this Section 2.12Excess Cash Flow, not later than if any, for the third Business Day following fiscal year covered by such financial statements (commencing with the receipt of Net Cash Proceeds in respect of any Asset Salefirst full fiscal year ending after the Closing Date), the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. minus (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next followingB) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later sum of (i) 120 days after the end all voluntary prepayments of each Term Loans during such fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the date on which extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Cure Amount; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than 4.25:1.0 and greater than or equal to 3.25:1.0 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than 3.25:1.0. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (x) the Company or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (f), (g), (j), (k) or (p)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Company or such Restricted Subsidiary of Net Cash Proceeds, the Borrowers shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to 100% (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt portion of such Net Cash Proceeds by that the Borrowers shall have, on or prior to such Loan Party or such subsidiarydate, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans. (e) Notwithstanding the foregoing, any Lender may elect, by given written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, of their intent to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, is then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(econtinuing), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (ai) Subject to paragraph (f) of this Section 2.12, not No later than the third first 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 received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 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 Borrower or such subsidiaryany of the other Companies, apply Borrower shall offer to prepay the Loans (at par) as set forth in Section 2.07(e) in an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans. (e) Notwithstanding the foregoing, any 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations without premium or penalty; provided that Borrower shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall not be required to be made, except prepay any Loans in connection with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then 2.07(c)(i) until the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15all Net Cash Proceeds received (and not theretofore applied) equals or exceeds $500,000. (gii) The Borrower shall deliver to If the Administrative AgentTerm C Loans would otherwise constitute “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Financial Officer end of the Borrower setting forth in reasonable detail first accrual period ending after the calculation fifth anniversary of the Closing Date and each accrual period thereafter (each, an “AHYDO Prepayment Date”), the Borrower will be required to prepay a portion of the Term C Loans then outstanding in an amount of such prepayment and (ii) equal to the extent practicable, at least three days prior written notice of AHYDO Mandatory Prepayment Amount (such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15an “AHYDO Mandatory Prepayment”), but shall otherwise be without premium or penalty. (iii) Not later than one Business Day following a Change in Control, Borrower shall prepay all outstanding Loans at a redemption price equal to the then applicable redemption price for such Loans (as applicable) pursuant to Section 2.07(a) and (b). (iv) Not later than one Business Day after an IPO, Borrower shall be accompanied by accrued prepay the Loans, at a redemption price equal to the then applicable redemption price for such Loans (as applicable) pursuant to Section 2.07(a) and unpaid interest on the (b), in a principal amount equal to be prepaid to but excluding the date 50% of paymentsuch proceeds, net of a proportionate portion of customary fees, commissions, costs and other expenses incurred in connection with such equity issuance.

Mandatory Prepayments. (a) Subject In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace all outstanding Letters of Credit. If as a result of any partial reduction of the Revolving Credit Commitments the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and/or replace outstanding Letters of Credit in an amount sufficient to paragraph eliminate such excess. (fb) of this Section 2.12, not Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset SaleSale or Recovery Event, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Term Loans and Other Term Loans in accordance with Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans2.13(f). (c) Subject to paragraph (f) of this Section 2.12, no No later than the later earlier of (i) 120 105 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072006, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a5.4(a), the Borrower shall prepay outstanding Term Loans and Other Term Loans in accordance with Section 2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then ended; provided, however, that in the event the Leverage Ratio at the end of such fiscal year was equal to or less than 4.00 to 1.00, no such prepayment shall be required. (d) Subject to paragraph (f) of this Section 2.12, in In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed (or similar transaction evidenced by bonds, debentures, notes or similar instruments) of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance Indebtedness for money borrowed (or renewal of Indebtedness similar transaction evidenced by bonds, debentures, notes or similar instruments) permitted pursuant to Section 6.016.1, except for Indebtedness incurred under Section 6.1(j), for which a mandatory prepayment shall be required), 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 LoansTerm Loans and Other Term Loans in accordance with Section 2.13(f). (e) Notwithstanding In the foregoingevent that Holdings or the Borrower shall receive Net Cash Proceeds from the issuance or sale of Equity Interests of Holdings or the Borrower (other than pursuant to an Excluded Equity Issuance), the Borrower shall, substantially simultaneously with (and in any Lender may electevent not later than the third Business Day next following) the receipt of such Net Cash Proceeds by Holdings or the Borrower, by written notice apply an amount equal to 50% of such Net Cash Proceeds to prepay outstanding Term Loans and Other Term Loans in accordance with Section 2.13(f); provided, however, that in the Administrative Agent event the Leverage Ratio at the time and in end of the manner specified by the Administrative Agent, most recently ended fiscal quarter was equal to decline all (but not or less than all) of its pro rata share of 4.00 to 1.00, no such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrowerrequired. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory Mandatory prepayments of outstanding Term Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably between the Term Loans and Other Term Loans, if any, and shall be applied first, in chronological order to each outstanding Borrowing the installments of principal in respect of the accepting Lenders. If no Lenders exercise the right Term Loans and Other Term Loans scheduled to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of be paid within 12 months after such mandatory prepayment shall be applied first to and second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans that are ABR and Other Term Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to under Section 2.152.11. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.122.13, (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 days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 2.13 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject On the date of any termination or reduction of the Revolving Credit Commitments pursuant to paragraph Section 2.09, the Borrower shall pay or prepay so much of the then-outstanding Swingline Loans and the then-outstanding Revolving Credit Borrowings as shall be necessary in order that the aggregate principal amount of the Swingline Loans and Revolving Loans outstanding at such time will not exceed the aggregate Revolving Credit Commitments (fafter giving effect to such termination or reduction and after giving effect to each deemed reduction to the Revolving Credit Commitments in connection with the making of a Swingline Loan) less the aggregate LC Exposure at such time. (b) With respect to (i) any Asset Sale that is an Asset Sale at the time of this Section 2.12such sale or other disposition and (ii) any Asset Sale not described in clause (i) that becomes an Asset Sale due to the operation of the first proviso contained in the definition of the term "Asset Sale", the Borrower shall apply not later than the third Business Day following the receipt determination of the amount of Net Cash Proceeds received in respect thereof (but in no event later than 60 days after the initial receipt by any Loan Party or any of any Asset Sale, the Borrower shall apply their respective Subsidiaries of such Net Cash Proceeds) an amount equal to 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding LoansLoans and Swingline Loans in accordance with Section 2.13(f). (c) Subject to paragraph (f) of this Section 2.12, no No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the BorrowerJSC, commencing with the fiscal year ending on December 31, 20071998, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a6.04(a), the Borrower shall prepay outstanding Loans and Swingline Loans in accordance with Section 2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then ended; provided, however, that the provisions of this Section 2.13(c) shall not apply after the date that the Borrower shall have repaid or prepaid at least $350,000,000 of the aggregate principal amount of the Term Loans. (d) Subject to paragraph (f) of this Section 2.12, in In the event that any Loan Party or any subsidiary Subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary Subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.017.01 (other than clause (k) thereof)), including pursuant to any Permitted Equipment Financing or any Permitted Timber Financing, then the Borrower shall, 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 subsidiarySubsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding LoansLoans and Swingline Loans in accordance with Section 2.13(f). (e) Notwithstanding In the foregoing, event that there shall occur any Lender may elect, by written notice Taking or Destruction (as such terms are defined in the Mortgages) of any Mortgaged Property and pursuant to the Administrative Agent at provisions of the time and in applicable Mortgage amounts payable with respect thereto are to be applied to the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amountsSecured Obligations, the “Declined Proceeds”Borrower shall apply an amount equal to 100% of the Net Cash Proceeds therefrom to prepay the outstanding Loans and Swingline Loans in accordance with Section 2.13(f). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory Mandatory prepayments of outstanding Loans that would otherwise be required obligations under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to paragraphs (b), (c), (d) and (e) above first, shall be allocated pro rata between the then-outstanding Tranche A Term Loans and Tranche B Term Loans and, subject to paragraph (i) below, applied pro rata against the remaining scheduled installments of principal due in respect of Tranche A Term Loans and Tranche B Term Loans under Sections 2.11(a)(i) and (ii), respectively, and second, if the Term Loans shall have been repaid in full, shall be applied to permanently reduce existing Revolving Credit Commitments; provided, however, that (i) subject to paragraph (i) below, up to $50,000,000, in the case of prepayments of the Tranche A Term Loans, of any prepayment required to be made pursuant to Section 2.152.13(c) may be allocated between the Tranche A Term Loans and the Tranche B Term Loans (and to the remaining scheduled installments of principal with respect to any such Term Loans) in a manner determined at the discretion of the Borrower and (ii) subject to paragraph (i) below, the amount of any such prepayment required to be made pursuant to Section 2.13(c) in excess of $50,000,000, together, in the case of prepayments of the Tranche A Term Loans, with the amount of any prepayments rejected by Tranche B Lenders pursuant to paragraph (i) below, may be applied by the Borrower against the remaining scheduled installments of principal with respect to the Term Loans required to be paid within 24 months of the date of such prepayment. (g) The Borrower shall deliver to the Administrative Agent, (i) at the time of each prepayment by the Borrower required under this Section 2.12paragraph (b), (ic), (d) or (e) above, 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 Business Days prior written to the time of each prepayment required under this Section 2.13, a notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan or Swingline Loan (or portion thereof) to be prepaid. All prepayments of Borrowings and Swingline Loans under this Section 2.12 2.13 shall be subject to Section 2.152.16, but shall otherwise be without premium or penalty, . (h) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be accompanied by accrued applied, as applicable, first to reduce outstanding ABR Term Loans and unpaid interest ABR Revolving Loans. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, as the case may be, immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Term Loans to prepay Eurodollar Term Loans and (ii) allocable to Revolving Loans to prepay Eurodollar Revolving Loans, in each case on the principal amount last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Term Loans or Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (h). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments that are described in clause (a), (b), (c) or (d) of the definition of such term and that mature prior to the last day of the applicable Interest Periods of the Eurodollar Term Borrowings or Eurodollar Revolving Borrowings to be prepaid prepaid, as the case may be; provided, however, that (i) the Administrative Agent shall not be required to but excluding make any investment that, in its sole judgment, would require or cause the date Administrative Agent to be in, or would result in any, violation of paymentany law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments, the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Article VIII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby grants to the Administrative Agent, for its benefit and the benefit of the Fronting Bank, the Swingline Lender and the Lenders, a security interest in the Prepayment Account to secure the Obligations.

Mandatory Prepayments. (a) Subject to paragraph the terms of the Subordination Agreement, upon the occurrence of a Change of Control (fas hereinafter defined), Lenders shall have the right to require Borrower to prepay the Loan including, without limitation, (i) the outstanding principal balance, (ii) all accrued and unpaid interest (if any), and (iii) all other amounts then due under the Note. For purposes of this Agreement, “Change of Control” means: (i) any “person” (including any group of persons), as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than any trustee or other fiduciary holding securities under an employee benefit plan of the Borrower), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, after the date hereof, of securities of the Borrower representing more than fifty percent (50%) of the combined voting power of the Borrower’s then outstanding securities; (ii) individuals who at the Closing Date constitute the Board, and any new director (other than a director (x) designated by a Person who has entered into an agreement with the Borrower to effect a transaction described in clause (i), (iii) or (iv) of this Section 2.12subparagraph, not later or (y) whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as hereinabove defined) other than the third Business Day following Board) whose election by the receipt Board or nomination for election by the Borrower’s shareholders was approved by a vote of Net Cash Proceeds at least two-thirds of the directors then still in respect office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any Asset Sale, reason to constitute at least a majority thereof; (iii) the shareholders of the Borrower shall apply 100% approve a merger, reorganization or consolidation of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. Borrower, other than a merger, reorganization or consolidation which would result in (bA) Subject to paragraph the beneficial owners (fas hereinabove defined) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, voting securities of the Borrower shall, substantially simultaneously with outstanding immediately prior thereto continuing to beneficially own voting securities that represent (and in any event not later either by remaining outstanding or by being converted into voting securities of the surviving entity) more than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay combined voting power of the voting securities of the Borrower or such surviving entity outstanding Loans. immediately after such merger, reorganization on or consolidation, and (cB) Subject to paragraph no “person” (fas hereinabove defined) acquiring more than fifty percent (50%) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year combined voting power of the Borrower, commencing with the fiscal year ending on December 31, 2007, and ’s then outstanding securities; (iiiv) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), shareholders of the Borrower shall prepay outstanding Loans in approve an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow agreement for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in the event that any Loan Party sale 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 the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), disposition by the Borrower shall, of all or substantially simultaneously with all of the Borrower’s assets or business to an unaffiliated third party; or (and in any event not later than the third Business Day next followingv) the receipt shareholders of such Net Cash Proceeds by such Loan Party the Borrower approve a liquidation or such subsidiary, apply an amount equal to 100% dissolution of such Net Cash Proceeds to prepay outstanding Loans. (e) Notwithstanding the foregoing, any 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (ai) Subject to paragraph (f) Upon the occurrence of this Section 2.12, not later than the third Business Day following the receipt a Southern Event of Net Cash Proceeds in respect of any Asset SaleDefault, the Borrower shall apply 100% of the Net Cash Proceeds received prepay, (A) with respect thereto to prepay all Projects which have not yet achieved Substantial Completion, all Project Debt then outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant Projects; and (B) with respect to each Substantially Completed Project the Buydown Date for which has not then occurred, such portion of Project Debt then outstanding with respect to such Substantially Completed Project as is equal to the Buydown Amount for such Substantially Completed Project, in each case, in accordance with clause (c) below. (ii) Upon the occurrence of the Buydown Date for any Project, the Borrower shall prepay (A) if Substantial Completion of such Project has not then been achieved, all Project Debt then outstanding with respect to such Project; or (B) if Substantial Completion of such Project has then been achieved, such portion of such Project Debt as is equal to the Buydown Amount for such Project, in each case, in accordance with clause (c) below. (iii) On the date (the "Sale Prepayment Date") which is either (1) the earlier of (A) the date falling six (6) months after any Sale; and (B) the prepayment date specified in a prepayment notice from the Borrower with respect to the Sale Proceeds from such Sale, or (2) the date specified in sub-clauses (B), (D) or (F) below, if applicable, to the extent any Sale Proceeds from such Sale have not been reinvested in a Similar Asset in accordance with Section 5.04(a5.01(m), the Borrower shall use such Sale Proceeds to prepay the then outstanding Loans Project Debt (but in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, no event more than 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 the issuance or renewal of Indebtedness permitted pursuant to Section 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. (eSale Proceeds) Notwithstanding the foregoing, any Lender may elect, by written notice to the Administrative Agent at the time and extent necessary to result in the manner specified by minimum and average Portfolio Adjusted Base Case Projections, calculated on the Administrative Agentassumption that all Recourse Debt of the Borrower and the Relevant Subsidiaries outstanding immediately following such prepayment is repaid in full on or prior to the end of the Remaining Base Case Period, to decline all with such Debt being prepaid or repaid (but not less than allas the case may be) in the following order of its priority: (A) Completed Project Advances, if any, on a pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 basis, together with interest thereon; (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered B) to the Lenders not so declining extent of any such prepayment Sale Proceeds remaining thereafter, Commercial Paper, if any, then outstanding with respect to Completed Projects, on the maturity date thereof and on a pro rata basis, together with interest thereon (with such Lenders having the right if any); (C) to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent of any such Lenders elect to decline their pro rata shares of such Declined ProceedsSale Proceeds remaining thereafter, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12Advances, until the Discharge of First Lien Obligations shall have occurredif any, no mandatory prepayments of then outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion Asset the sale of which resulted in such Sale Proceeds, on a pro rata basis, together with interest thereon; (D) to the extent of any such Sale Proceeds remaining thereafter, Commercial Paper, if any, then outstanding with respect to such Asset, on the maturity date thereof and on a pro rata basis, together with interest thereon; (E) to the extent of any such Sale Proceeds remaining thereafter, all other Advances, if any, then outstanding, on a pro rata basis, together with interest thereon; and (F) to the extent of any such Sale Proceeds remaining thereafter, all other Commercial Paper, if any, then outstanding, on the maturity date thereof and on a pro rata basis, together with interest thereon. Contemporaneously with (AA) such prepayment of Advances, the Project Limit for the relevant Project shall automatically be reduced by the amount of such prepayment; and (BB) such repayment of Commercial Paper, each of the Project Limit for the relevant Project and the CP Commitments of the Lenders with respect to such Commercial Paper, if any, shall automatically be reduced (on a pro rata basis) by the amount of such repayment. (iv) Upon any Loss with respect to a Completed Project, the Borrower shall repay, if required, the relevant Project Debt then outstanding in accordance with Section 5.01(l). (v) Within five (5) Business Days after receipt of the proceeds of any Refinancing relating to any Project, and upon at least three (3) Business Days' notice (in the event giving rise to such mandatory prepayment as shall have been rejected by case of Eurodollar Rate Advances) or upon at least one Business Day's notice (in the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up case of Base Rate Advances) to the Agent stating the proposed date and aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 principal amount of the First Lien Credit Agreement. If at the time of any prepayment pursuant payment, apply such proceeds to this Section 2.12 there shall be repay Project Debt then outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penaltyProject, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentthereon, in accordance with clause (c) below.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not later than the third 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 received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing Commencing with the fiscal year ending on December 31ended June 30, 20072015, and within five (ii5) the 10th day subsequent to Business Days after the date on which the financial statements with respect are required to such period are be delivered pursuant to Section 5.04(a6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay outstanding Loans in cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the Required Prepayment Percentage “ECF Percentage”) of Excess Cash Flow Flow, if any, for the fiscal year then endedcovered by such financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) the sum of (i) all voluntary prepayments (including the cash amount of Discounted Voluntary Prepayments) of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii) (including the amount of cash payments made pursuant to any loan buy-back or similar programs) to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.00:1.0 and greater than 2.50:1.0 and (y) the ECF Percentage shall be 0% if the First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.50:1.0. (dii) (A) Subject to paragraph Section 2.05(b)(ii)(B), if (fx) of this Section 2.12, in the event that any Loan Party Borrower or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed Restricted Subsidiary Disposes of any Loan Party property or any subsidiary of a Loan Party assets (other than any cash proceeds from Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g), (j), (k), (n), (o) or (p)), or (y) any Casualty Event occurs, which in the issuance aggregate results in the realization or renewal receipt by the Borrower or such Restricted Subsidiary of Indebtedness permitted pursuant to Section 6.01)Net Cash Proceeds, the Borrower shallshall make a prepayment, substantially simultaneously in accordance with (and in any event not later than the third Business Day next followingSection 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) the receipt with respect to such portion of such Net Cash Proceeds by that the Borrower shall have, on or prior to such Loan Party or such subsidiarydate, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans. (e) Notwithstanding the foregoing, any Lender may elect, by given 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 its pro rata share of such mandatory prepayment of its Loans pursuant intent to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, is then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(econtinuing), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject to paragraph Promptly (fbut in any event within two (2) Business Days) upon receipt by any of this Section 2.12, not later than the third Business Day following the receipt Loan Parties or any of their respective Subsidiaries of Net Cash Proceeds in respect of any Asset SaleSale or Recovery Event, the Borrower shall apply 100% of prepay (or cause to be prepaid) the Obligations in accordance with Section 2.12(f) in an amount equal to such Net Cash Proceeds, in each case, to the extent such Net Cash Proceeds received are not reinvested in assets (excluding current assets as classified in accordance with respect thereto to prepay outstanding LoansGAAP) within one hundred eighty (180) days after the date of such Asset Sale or Recovery Event. (b) Subject to paragraph Promptly (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and but in any event not later than within two (2) Business Days) upon the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% receipt by any of the Loan Parties or any of their respective Subsidiaries of Net Cash Proceeds therefrom to prepay outstanding Loans. of any issuance of Indebtedness (c) Subject to paragraph (f) of this other than Indebtedness permitted under Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a7.1), the Borrower shall prepay outstanding Loans the Obligations in accordance with Section 2.12(f) in an amount equal to such Net Cash Proceeds. (c) Beginning with the Fiscal Year ending December 31, 2021, within five (5) Business Days after financial statements have been delivered pursuant to Section 5.1(a) and the related Compliance Certificate has been delivered pursuant to Section 5.1(c), the Borrower shall prepay the Obligations in accordance with Section 2.12(f) in an amount equal to: (i) fifty percent (50.0%) of Consolidated Excess Cash Flow, less the aggregate principal amount of all voluntary prepayments made with respect to any Term Loan during such period, if the Consolidated Net Leverage Ratio as of the last day of the Fiscal Year covered thereby is greater than or equal to 2.00:1.00; and (ii) zero percent (0.0%), if the Required Prepayment Percentage Consolidated Net Leverage Ratio as of Excess Cash Flow for the fiscal year then endedlast day of the Fiscal Year covered thereby is less than 2.00:1.00. (d) Subject to paragraph Promptly (fbut in any event within two (2) of this Section 2.12, in Business Days) upon the event that receipt by 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 their respective Subsidiaries of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01)Extraordinary Receipts, the Borrower shall, substantially simultaneously shall prepay the Obligations in accordance with (and Section 2.12(f) 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 LoansProceeds. (e) Notwithstanding Immediately upon the foregoing, any Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified receipt by the Administrative Agent, to decline all (but not less than all) Borrower of its pro rata share of such mandatory prepayment of its Loans pursuant to this any Cure Proceeds in accordance with Section 2.12 (such declined amounts8.3, the “Declined Borrower shall prepay the Obligations in accordance with Section 2.12(f) in an amount equal to such Cure Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory Any prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Sections 2.12(a), (b), (c), (d) or (e) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders, and all fees and reimbursable expenses of the Issuing Bank, then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective Pro Rata Shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective Pro Rata Shares of such interest and fees; fourth, to the principal balance of the Term Loans and the Acquisition Revolving Loans as of the Acquisition Revolving Commitment Termination Date that are subject to quarterly installment payments pursuant to Section 2.152.09(b) (if any), on a pro rata basis, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares thereof, and applied to the remaining principal installments thereof (including the Maturity Date thereof) 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, ratably to the principal balance of the Working Capital Revolving Loans and any Acquisition Revolving Loans that are not yet subject to quarterly installment payments pursuant to Section 2.9(b), if any, until the same shall have been paid in full, pro rata to the Lenders based on their respective Working Capital Revolving Commitments and Acquisition Revolving Commitments, as applicable; and seventh, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date, plus any accrued and unpaid fees thereon. The Acquisition Revolving Commitments and the Working Capital Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fifth through seventh above, unless a Default or an Event of Default has occurred and is continuing and the Required Acquisition Revolving Lenders or Required Working Capital Revolving Lenders, as applicable, so request. (g) The If, at any time, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, the Acquisition Revolving Credit Exposure of all Lenders exceeds the Aggregate Acquisition Revolving Commitments, or the Working Capital Revolving Credit Exposure of all Lenders exceeds the Aggregate Working Capital Revolving Commitments, in each case, as reduced pursuant to Section 2.8 or otherwise, the Borrower shall deliver immediately repay Swingline Loans, Acquisition Revolving Loans and Working Capital Revolving Loans, as applicable, in an amount equal to the Administrative Agentsuch excess, at the time of each prepayment required under this Section 2.12, (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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each prepayment shall be applied, first, to the principal Swingline Loans to the full extent thereof, second, to the Base Rate Loans and LIBOR Index Rate Loans to the full extent thereof, and finally, to Eurodollar Loans to the full extent thereof. If, after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments or the Working Capital Revolving Credit Exposure exceeds the Aggregate Working Capital Revolving Commitments, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to be prepaid to but excluding the date of paymentsuch excess, plus any accrued and unpaid fees thereon.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not Not later than the third fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset SaleSale or Casualty Event, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on On each occasion that an Specified Equity Issuance occursoccurs at Valuation of less than $2,000,000,000, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50100% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in 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 the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the 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 Term Loans. (d) In the event that any Loan Party shall receive Net Cash Proceeds from any Extraordinary Receipt, 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, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans. (e) Notwithstanding the foregoing, any 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12Section, (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 days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.152.05(c) and Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (ai) Subject If the Company or any Restricted Subsidiary Disposes of any property or assets pursuant to paragraph (f) a Disposition Transaction in any transaction or series of this Section 2.12, not later than the third Business Day following related transactions that results in the receipt by the Company or such Restricted Subsidiary of aggregate Net Cash Proceeds such that proceeds realized in respect of any Asset Salefiscal year exceed $5,000,000 (such annual amount, the Borrower shall apply 100% of the “Annual Net Cash Proceeds received with respect thereto to prepay outstanding Loans. Threshold”) (b) Subject to paragraph (f) any such transaction or series of this Section 2.12, related transactions resulting in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom being a “Relevant Transaction”), (1) the Company shall give written notice to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days Holder promptly after the end date of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 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 and (2) the Company shall, except to the extent the Company elects to apply all or a portion of such proceeds in accordance with Section 6(c)(ii) hereof, promptly make an Asset Sale Offer (subject to Section 6(c)(ii) hereof), in accordance with the procedures set forth in this Section 6, in an amount equal to such Net Cash Proceeds so realized or received in excess of the Annual Net Cash Proceeds Threshold (the “Applicable Proceeds”); provided, however, the references to “promptly” making an Asset Sale Offer in this Section 6(c) shall be deemed to mean promptly following the date of determining that such Applicable Proceeds shall be used (or required to be used) for an Asset Sale Offer in accordance with this Section 6(c) (but, in any case, no later than 15 Business Days following such determination). (ii) With respect to any Applicable Proceeds realized or received with respect to any Relevant Transaction, at the option of the Company, the Company or any Restricted Subsidiary may (in lieu of making an Asset Sale Offer pursuant to the applicable provisions of this Section 6(c)) (1) reinvest (directly, or through one or more of its Restricted Subsidiaries) all or any portion of such Applicable Proceeds in the business within 365 days following receipt of such Applicable Proceeds (or, if the Company or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Applicable Proceeds to reinvest such Applicable Proceeds, then within 545 days following receipt of such Applicable Proceeds) or (2) utilize all or any portion of such Applicable Proceeds to repay or prepay secured Indebtedness, including debt under the First Lien Credit Agreement and the Second Lien Credit Agreement (provided that any prepayment or repayment of debt under a revolving facility shall be accompanied by such Loan Party or such subsidiarya termination of the underlying commitments); provided that if any Applicable Proceeds are not so applied, apply subject to Sections 6(c)(i) and 6(c)(iii) hereof, the Company shall promptly make an Asset Sale Offer in accordance with the procedures set forth in this Section 6(c), in an amount equal to 100% of all remaining Applicable Proceeds realized or received to the extent the Company is then required to make an Asset Sale Offer pursuant to Section 6(c)(i) hereof. Pending the final application of any such Net Cash amount of Applicable Proceeds, the Company or any of its Restricted Subsidiaries may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest or utilize such Applicable Proceeds to prepay outstanding Loansin any manner not prohibited hereby. (eiii) Notwithstanding the foregoingany other provisions of this Section 6(c), any Lender may elect, by written notice (1) to the Administrative Agent extent that any or all of the Applicable Proceeds of any Disposition by a foreign Subsidiary or a Subsidiary of a foreign Subsidiary (a “Foreign Disposition”) giving rise to make an Asset Sale Offer pursuant to Section 6(c)(i) hereof are prohibited, restricted or delayed by applicable local law from being repatriated to the United States, an Asset Sale Offer with respect to the portion of such Applicable Proceeds will not be required to be made at the time and times provided in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds 6(c) but may be retained by the Borrower. applicable Subsidiary (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, and no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except Asset Sale Offer with respect to such amounts shall be required) so long as the portion applicable local law will not permit repatriation to the United States (if anythe Company 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 Applicable Proceeds is permitted under the applicable local law, such repatriation will be immediately effected and an amount equal to such repatriated Applicable Proceeds will be promptly the subject (net of additional Taxes payable or reserved against as a result thereof) of an asset sale offer pursuant to this Section 6(c) to the proceeds extent provided herein and (2) to the extent that the Company has determined in good faith that repatriation of any or all of the event giving rise Applicable Proceeds of any Foreign Disposition would have a material adverse Tax consequence (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such mandatory prepayment as Applicable Proceeds, the Applicable Proceeds so affected may be retained by the applicable Subsidiary (and no Asset Sale Offer with respect to such amounts shall be required); provided that, in the case of subclause (2), on or before the later of (x) the date on which the relevant adverse Tax consequence is no longer applicable and (y) the date on which an amount equal to any Applicable Proceeds so retained would otherwise have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein reinvestments or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment prepayments pursuant to this Section 2.12 there 6(c), (x) the Company shall apply an amount equal to such Applicable Proceeds to such reinvestments or prepayments as if such Applicable Proceeds had been received by the Company rather than such Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Applicable Proceeds had been repatriated (or, if less, the Applicable Proceeds that would be calculated if received by the Company or such Subsidiary) or (y) such Applicable Proceeds are applied to the repayment of Indebtedness of the Company or the applicable Subsidiary. (iv) In the event that the Company shall be outstanding Borrowings required pursuant to Sections 6(c)(i) through 6(c)(iii) hereof to commence an offer to the Holder to repurchase a portion of different Types or Eurodollar Borrowings with different this Debenture (an “Asset Sale Offer”), it shall offer to repurchase such portion of this Debenture at a price in cash equal to the sum of (1) 100% of the principal amount (including any PIK Interest Periodspaid) of this Debenture being repurchased plus (2) accrued and unpaid interest, and if some any, on such principal amount (including any PIK Interest paid) of this Debenture being repaid to, but not all Lenders excluding, the Purchase Date. Each Asset Sale Offer shall have accepted such mandatory prepayment, then remain open for a period of at least five Business Days following its commencement. Within five Business Days immediately after the aggregate amount termination of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of period (the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e“Purchase Date”), thenthe Company shall apply an amount equal to the remaining Applicable Proceeds (the “Offer Amount”) to purchase the principal amount (including any PIK Interest paid) of this Debenture validly tendered and not validly withdrawn and Indebtedness under (x) the other Debentures and, (y) if required by the terms of any other Indebtedness that is pari passu with this Debenture, such Indebtedness, properly tendered on a pro rata basis. The Company may satisfy its obligations under this Section 6(c) with respect to any Disposition by making an Asset Sale Offer at any time prior to the expiration of the reinvestment or repayment period set forth in Section 6(c)(ii) hereof. (v) Upon the commencement of an Asset Sale Offer, the Company shall send a notice to the Holder, which shall govern the terms of the Asset Sale Offer and which shall state the Offer Amount, the purchase price and the Purchase Date. (vi) To the extent that the Offer Amount exceeds the aggregate principal amount (including any PIK Interest paid) of this Debenture, the other Debentures and other Indebtedness that is pari passu with this Debenture validly tendered and not validly withdrawn pursuant to an Asset Sale Offer, the Company and its Restricted Subsidiaries may retain such mandatory prepaymentexcess amount and/or apply such excess amount in any manner not inconsistent with the terms of this Debenture. Upon completion of any such Asset Sale Offer, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments Net Cash Proceeds required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under applied in accordance with this Section 2.12, (i6(c) 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject reset to Section 2.15, 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 paymentzero.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not No later than the third (3rd) Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds in respect of any Asset Salesale or disposition by Holdings or any of its Subsidiaries of any assets in an aggregate amount exceeding $250,000, the Borrower Issuer shall apply 100% of prepay the Obligations in an amount equal to the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuancesale or disposition; provided, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of that (i) 120 days after the end Issuer shall not be required to prepay the Obligations with respect to proceeds from the sales or dispositions of each fiscal year assets in the ordinary course of the Borrower, commencing with the fiscal year ending on December 31, 2007business (including obsolete or worn-out equipment no longer useful in its business), and (ii) so long as no Default or Event of Default shall have occurred and be continuing at the 10th day subsequent time of the receipt of proceeds pursuant to this subsection (a) or at the proposed time of the reinvestment of such proceeds, the Issuer shall have the option, upon written notice to the date on which Administrative Agent, directly or (x) in the financial statements with respect case of proceeds received by a Note Party, through one or more of its Subsidiaries that is a Note Party or (y) in the case of proceeds received by a Subsidiary that is not a Note Party, through one or more of its Subsidiaries, to reinvest such period proceeds within one hundred eighty (180) days of receipt thereof in assets of the general type used in the business of the Issuer and its Subsidiaries so long as such proceeds received by a Note Party are delivered pursuant subject to Section 5.04(a)Control Account Agreements until reinvested; provided, further that the Borrower obligation of the Issuer to prepay the Obligations under this subsection (a) shall prepay outstanding Loans in an aggregate principal amount equal also not apply solely to the Required Prepayment Percentage of Excess Cash Flow for extent that (A) the fiscal year then ended. sale or disposition was consummated by any Insurance Subsidiary (d) Subject to paragraph (for Subsidiary thereof) of this Section 2.12, in any of such Insurance Subsidiary’s assets (or the event that any Loan Party or any subsidiary assets 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 Subsidiary thereof) and (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next followingB) the receipt dividend of such Net Cash Proceeds by such Loan Party Insurance Subsidiary (or Subsidiary thereof) to the Issuer for application of this subsection (a) is prohibited by applicable law (including, without limitation, rules and regulations of any Insurance Regulatory Authority), it being understood and agreed that absent the prohibition set forth in clause (B), the Issuer shall cause such subsidiaryInsurance Subsidiary (or Subsidiary thereof) to immediately make a dividend of the Net Cash Proceeds to the Issuer which the Issuer shall use to prepay the Obligations in accordance with this subsection (a). Any such prepayment shall be applied in accordance with subsection (f) of this Section. (b) No later than the third (3rd) Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds from any casualty insurance policies or eminent domain, apply condemnation or similar proceedings, the Issuer shall prepay the Obligations in an amount equal to 100% all such Net Cash Proceeds; provided, that so long as no Default or Event of Default shall have occurred and be continuing at the time of the receipt of proceeds pursuant to this subsection (b) or at the proposed time of the reinvestment of such proceeds, the Issuer shall have the option, upon written notice to the Administrative Agent, directly or (x) in the case of proceeds received by a Note Party, through one or more of its Subsidiaries that is a Note Party or (y) in the case of proceeds received by a Subsidiary that is not a Note Party, through one or more of its Subsidiaries, to reinvest such proceeds within one hundred eighty (180) days of receipt thereof in assets of the general type used in the business of the Issuer and its Subsidiaries so long as such proceeds received by a Note Party are subject to Control Account Agreements until reinvested; provided, further that the obligation of the Issuer to prepay the Obligations under this subsection (b) shall also not apply solely to the extent that (A) the Net Cash Proceeds of the casualty insurance policies or eminent domain, condemnation or similar proceedings were received by any Insurance Subsidiary (or Subsidiary thereof) and (B) the dividend of such Net Cash Proceeds by such Insurance Subsidiary (or Subsidiary thereof) to the Issuer for application of this subsection (b) is prohibited by applicable law (including, without limitation, rules and regulations of any Insurance Regulatory Authority), it being understood and agreed that absent the prohibition set forth in clause (B), the Issuer shall cause such Insurance Subsidiary (or Subsidiary thereof) to immediately make a dividend of the Net Cash Proceeds to the Issuer which the Issuer shall use to prepay outstanding Loansthe Obligations in accordance with this subsection (b). Any such prepayment shall be applied in accordance with subsection (f) of this Section. (c) No later than the first (1st) Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds from any issuance of Indebtedness by Holdings or any of its Subsidiaries, the Issuer shall prepay the Obligations in an amount equal to all such Net Cash Proceeds; provided that the Issuer shall not be required to prepay the Obligations with respect to proceeds of Indebtedness permitted under Section 7.1; provided, further that the obligation of the Issuer to prepay the Obligations under this subsection (c) shall also not apply solely to the extent that (A) the Net Cash Proceeds of such Indebtedness were incurred and received by any Insurance Subsidiary (or Subsidiary thereof) and (B) the dividend of such Net Cash Proceeds by such Insurance Subsidiary (or Subsidiary thereof) to the Issuer for application of this subsection (c) is prohibited by applicable law (including, without limitation, rules and regulations of any Insurance Regulatory Authority), it being understood and agreed that absent the prohibition set forth in clause (B), the Issuer shall cause such Insurance Subsidiary (or Subsidiary thereof) to immediately make a dividend of the Net Cash Proceeds to the Issuer which the Issuer shall use to prepay the Obligations in accordance with this subsection (c). Any such prepayment shall be applied in accordance with subsection (f) of this Section. FOR THE AVOIDANCE OF DOUBT, ANY MANDATORY PAYMENT OR PREPAYMENT, INCLUDING BUT NOT LIMITED TO PURSUANT TO THIS SECTION 2.7(c), SHALL BE MADE TOGETHER WITH THE PREPAYMENT PREMIUM PURSUANT TO SECTION 2.9 (IF REQUIRED UNDER SUCH SECTION). (d) No later than the Business Day following the date of receipt by the Issuer or any of its Subsidiaries of any proceeds from key man life insurance policies, the Issuer shall prepay the Obligations in an amount equal to all such proceeds. Any such prepayment shall be applied in accordance with subsection (f) of this Section. (e) Notwithstanding Upon the foregoing, any Lender may elect, by written notice to occurrence of an Equity Monetization Event the Administrative Agent at Issuer shall prepay the time and Obligations in full no later than the manner specified by Business Day following the Administrative Agent, to decline all (but not less than all) of its pro rata share occurrence of such mandatory prepayment of its Loans pursuant to this Section 2.12 Equity Monetization Event. FOR THE AVOIDANCE OF DOUBT, ANY MANDATORY PAYMENT OR PREPAYMENT, INCLUDING BUT NOT LIMITED TO PURSUANT TO THIS SECTION 2.7(e), SHALL BE MADE TOGETHER WITH THE PREPAYMENT PREMIUM PURSUANT TO SECTION 2.9 (such declined amounts, the “Declined Proceeds”IF REQUIRED UNDER SUCH SECTION). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything Any prepayments made by the Issuer pursuant to the contrary in subsection (a), (b), (c), (d) or (e) of this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans as follows: first, to the full extent thereof before application Administrative Agent’s fees, indemnities and reimbursable expenses then due and payable pursuant to Loans that are Eurodollar Loans in a manner that minimizes any of the amount of Note Documents and any payments required amounts payable to be made by the Borrower Noteholders pursuant to Section 2.15; second, to the Prepayment Premium due on the amount of the prepayment required by Section 2.9 (if any); third, to the interest due on the amount of the prepayment and fourth, principal balance of the Notes, until the same shall have been paid in full, pro rata to the Noteholders based on their Pro Rata Shares of the Notes. (g) The Borrower Issuer shall deliver to notify the Administrative AgentAgent by written notice of any prepayment pursuant to subsection (a), at the time (b), (c), (d) or (e) of each prepayment required under this Section 2.12not later than 11:00 a.m. (New York City time) one Business Day before the date of prepayment. Each such notice shall specify the prepayment date (which shall be a Business Day), (i) a certificate signed by a Financial Officer the principal amount of the Borrower setting forth in reasonable detail Notes to be prepaid, the Prepayment Premium (if any) applicable thereto and a reasonably detailed 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 Promptly following receipt of prepayment shall specify the prepayment dateany such notice, the Type Administrative Agent shall advise the Noteholders of each Loan being prepaid and the principal amount of each Loan (or portion contents thereof) to be prepaid. All prepayments of Borrowings under the Notes pursuant to subsection (a), (b), (c), (d) or (e) of this Section 2.12 shall be subject to Section 2.15, 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) To the extent that this Agreement, the Term Loan Agreement and/or any Xxxx Xxxx Debt Document then outstanding both require mandatory prepayments for the events described in clauses (a), (b), (c) or (d) of this Section 2.7, the Issuer may pay a portion of the Net Cash Proceeds (or proceeds from key man life insurance policies, as applicable) derived from such events, determined on a Ratable Basis (as defined in the Intercreditor Agreement and/or any applicable Market Intercreditor Agreement), to the Administrative Agent or applicable agent for any Xxxx Xxxx Debt to prepay Indebtedness in accordance with the terms of the Term Loan Agreement and/or such Xxxx Xxxx Debt Document.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.122.13, not later than the third fifth Business Day following the receipt by Holdings or any of its Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale, the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds received by Holdings or any of its Subsidiaries with respect thereto (subject to the restrictions set forth herein) to prepay outstanding LoansLoans in accordance with Section 2.13(d); provided, however, that if (i) prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intent to reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrower and the Subsidiaries and (ii) no Event of Default shall have occurred and shall be continuing at the time of such notice, then the Borrower shall not be required to prepay Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within one year after the date of receipt of such Net Cash Proceeds (or, within such one-year period, the Borrower or any of its 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). (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.122.13, no later than the later earlier of (i) 120 125 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to fifth Business Day following the date on which the financial statements with respect to such period fiscal year are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in accordance with Section 2.13(d) in an aggregate principal amount equal to the Required Prepayment excess, if any, of (i) the applicable ECF Percentage of Excess Cash Flow for the fiscal year then endedended over (ii) the aggregate principal amount of Loans prepaid pursuant to Section 2.12 during such fiscal year. (dc) Subject to paragraph (f) of this Section 2.122.13, in the event that any Loan Party Holdings or any subsidiary of a Loan Party its Subsidiaries 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 the issuance or renewal incurrence of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiaryProceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding LoansLoans in accordance with Section 2.13(d). (ed) Notwithstanding So long as any Loans are outstanding, mandatory prepayments of outstanding Loans under this Agreement shall be allocated ratably among the foregoing, any Lenders that accept the same. Any Lender may elect, by written notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Loans required to be made by the Borrower pursuant to this Section, to decline all (but not less than alla portion) of its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such Any remaining Declined Proceeds may be retained by the Borrower. (fe) Notwithstanding anything The Borrower shall deliver to the contrary in this Section 2.12Administrative Agent, until at or prior to the Discharge time of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be each prepayment required under this Section 2.12 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 written notice of such prepayment. Each notice of prepayment shall be required specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be madeprepaid; provided, except with respect to the portion (however, that if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 2.13 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 2.13 shall be subject to Section 2.152.16, but shall otherwise be without premium or penalty. (f) Notwithstanding anything in this Section 2.13 to the contrary, until the Discharge of First Lien Obligations shall have occurred, (i) no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.13 shall be required to be made, except for any portion of any corresponding mandatory prepayment as shall have been rejected by the term lenders under the First Lien Credit Agreement (and that is not applied to reduce outstanding Revolving Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the Collateral Agent (as defined in the First Lien Credit Agreement) in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13(f) of the First Lien Credit Agreement, and (ii) the references to the fifth Business Day following the event giving rise to such mandatory prepayment in paragraphs (a), (b) and (c) above shall be accompanied by accrued and unpaid interest on the principal amount deemed to be prepaid to but excluding the fifth Business Day next following the date of paymentdetermination that proceeds of the event giving rise to such mandatory prepayment shall be applied to prepayments of the Loans in accordance with Section 2.13(f) of the First Lien Credit Agreement.

Mandatory Prepayments. (ai) Subject If: (A) this Agreement is terminated according to paragraph the terms hereof, or (fB) of this Section 2.12the Launch Services Agreement is terminated according to the terms thereof, not later than or (C) the third Business Day Multiparty Agreement is terminated according to the terms thereof, or (D) following the receipt of Net Cash Proceeds in respect of any Asset Salea Launch Failure, the Borrower shall apply 100% of LSA Party does not request a Reflight within the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (Request Period and in any event on or before the date falling one hundred and eighty (180) days after the original date of Launch, or (E) following a Launch Failure, a Reflight is not later than accomplished within two (2) years following the third Business Day next followingoriginal date of Launch, or (F) an initial Launch has not occurred by the last day of the Tranche A Period, or (G) a Reflight results in a Launch Failure, or (H) the occurrence In-Orbit Commissioning Date shall not have occurred on or prior to the date occurring eight (8) months after Launch, or (I) any ECA Country Risk Coverage shall cease to be in full force and effect, then (1) the Customer shall promptly notify AEF of such Specified Equity Issuanceevent, apply 50% of (2) the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12Customer shall prepay, without penalty, no later than the later of five (i5) 120 days Business Days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 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. (e) Notwithstanding the foregoing, any 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds occurrence of the event giving rise to such mandatory prepayment, the Loans in full, together with interest thereon accrued to the date of prepayment, any Break Funding Costs and any fees and other amounts due and payable under this Agreement and (3) if not earlier terminated, the Commitments shall terminate on the date of such prepayment. (ii) If the Customer shall, at any time on or after the date of Launch, suffer an Event of Loss (excluding, subject to Section 2.05(b)(iv), a Partial Failure) of the Satellite for which the LSA Party shall not be entitled to a Reflight, then, upon the earlier to occur of (A) the date of receipt of insurance proceeds (if applicable), (B) the date falling sixty (60) days after the agreement of loss, if any, by the applicable provider(s) of insurance as required by Section 6.06 with respect to such Event of Loss and (C) the date falling two hundred and ten (210) days after the occurrence of such Event of Loss, the Customer shall prepay, without penalty, the Loans in full, together with interest thereon accrued to the date of prepayment, any Break Funding Costs and any fees and other amounts due and payable under this Agreement. (iii) If, on the Conversion Commitment Date (unless otherwise secured pursuant to Section 9.02(e)(iii)) or the Conversion Date, the Tranche A Outstandings exceed the Conversion Commitment Amount, then the Customer shall immediately prepay the amount by which the Tranche A Outstandings exceed the Conversion Commitment Amount, together with interest thereon accrued to the date of prepayment and any Break Funding Costs, or take such other action with respect to such excess as is permitted by Section 9.02(e). (iv) If the Customer shall, at any time on or after the date of Launch, suffer a Partial Failure of the Satellite, then (A) if the Customer shall have been rejected determined to be a Category 1A Customer or a Category 1B Customer pursuant to the terms of this Agreement, the Customer shall not be required to prepay, as a result of the occurrence of such Partial Failure, any portion of the Loans or any other amounts outstanding under this Agreement and (B) if the Customer shall have been determined to be a Category 1C Customer, a Category 2 Customer or a Category 3 Customer pursuant to the terms of this Agreement, upon the earlier to occur of (1) the date of receipt of insurance proceeds with respect to such Partial Failure, (2) the date falling sixty (60) days after the agreement of loss, if any, by the lenders under provider(s) of insurance as required by Section 6.06 with respect to such Partial Failure and (3) the First Lien Credit Agreement date falling two hundred and ten (210) days after the occurrence of such Partial Failure the Customer shall prepay a portion of the Loans equal to (x) the amount of the proceeds of insurance received or receivable for such Partial Failure together with interest thereon accrued to the date of such prepayment and any Break Funding Costs multiplied by (y) the fraction the numerator of which is the aggregate principal amount of the Loans then outstanding and the denominator of which is the aggregate principal amount of all Indebtedness secured by a Lien on the Satellite; PROVIDED that if, at any time, insurance proceeds received or receivable with respect to a Partial Failure and not required to be applied prepaid as provided above, are required to reduce be prepaid with respect to any Project Financing, then the Customer shall be required to prepay a pro rata portion of the Loans outstanding Revolving Facility Loans under this Agreement. (v) If, on the Conversion Commitment Date or on the Conversion Date, AEF determines in its discretion that the Customer has not satisfied the applicable Conversion Conditions and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under Tranche B Conditions Precedent, then (x) the First Lien Credit Agreement in an amount up Customer shall prepay, without penalty, not later than the date falling five (5) Business Days after notice by AEF to the aggregate L/C Exposure (as defined Customer of such determination, the Loans in full, together with interest thereon accrued to the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 date of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, any Break Funding Costs and any fees and other amounts due and payable under this Agreement and (y) the Tranche A Commitments and the Tranche A Term shall terminate on the date of such notice. (vi) If, for AEF or any Lender, a country in which the Customer is Domiciled or Conducting Business becomes a Prohibited Country or the Customer is designated a Prohibited Person, then (x) the Customer shall immediately prepay, without penalty, the Loans in full, together with interest thereon accrued to the date of prepayment, any Break Funding Costs and any fees and other amounts due and payable under this Agreement and (y) if not earlier terminated the Tranche A Commitment and the Tranche A Term shall terminate on the date of such prepayment. (vii) If, at any time, the aggregate amount of Tranche A Outstandings exceeds the Tranche A Commitment Amount at such mandatory time, the Customer shall prepay, without penalty, not later than the date that is five (5) Business Days after the date that the Tranche A Outstandings first exceed the Tranche A Commitment Amount such excess amount together with interest thereon accrued to the date of prepayment and any Break Funding Costs. (viii) If the Customer shall, at any time, prepay, in whole or in part, voluntarily or mandatorily, any Project Loans, then (A) the Customer shall be allocated ratably to each outstanding Borrowing promptly notify AEF of such prepayment within five (5) Business Days of such prepayment, and (B) the accepting Lenders. If no Lenders exercise the right to waive Customer shall immediately prepay a given mandatory prepayment portion of the Loans pursuant proportionally equal to Section 2.12(e), then, with respect to such mandatory prepayment, the amount portion of such mandatory prepayment shall be applied first to the total Project Loans that are ABR Loans were prepaid, together with interest thereon accrued to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount date 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentany Break Funding Costs.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower The Company shall apply 100% make a prepayment of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, Loans until paid in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) full upon the occurrence of such Specified Equity Issuance, apply 50% any of the Net Cash Proceeds therefrom following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to prepay outstanding Loans.as “Designated Proceeds”): (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing Concurrently with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in the event that receipt by any Loan Party or of any subsidiary of a Loan Party shall receive Net Cash Proceeds from any Asset Disposition, in an amount equal to 100% of such Net Cash Proceeds. (ii) Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance or incurrence of Indebtedness for money borrowed Capital Securities of any Loan Party or (excluding (x) any subsidiary issuance of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted Capital Securities pursuant to Section 6.01any employee or director option program, benefit plan or compensation program; (y) any issuance by a Subsidiary to the Company or another Subsidiary to the Company or another Subsidiary or (z) if waived by the Required Lenders, any issuance of Capital Securities in connection with a Change of Control of any Loan Party), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt an amount equal to 100% of such Net Cash Proceeds (except to the extent such proceeds are intended to be, and in fact are, reinvested within 180 days from such date of issuance). (iii) Concurrently with the receipt by such any Loan Party or such subsidiaryof any Net Cash Proceeds from any issuance of any Debt of any Loan Party (excluding Debt permitted by Section 11.1(a) through (i) hereof), apply in an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loansthe extent not used for acquisitions by a Loan Party within one hundred eighty (180) days thereafter. (eb) Notwithstanding If on any day the Revolving Outstandings exceeds the Borrowing Base, the Company shall immediately prepay Revolving Loans and/or Cash Collateralize the outstanding L/C Obligations, or do a combination of the foregoing, any Lender may elect, by written notice in an amount sufficient 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 its pro rata share of eliminate such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrowerexcess. (fc) Notwithstanding anything If on any day on which the Revolving Commitment is reduced pursuant to Section 6.1.2 the contrary in this Section 2.12Revolving Outstandings exceeds the Revolving Commitment, until the Discharge of First Lien Obligations Company shall have occurredimmediately prepay Revolving Loans or Cash Collateralize the outstanding L/C Obligations, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) or do a combination of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement foregoing, in an amount up sufficient to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at eliminate such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15excess. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject to paragraph Section 7.1 hereof, when any Borrower or Guarantor sells or otherwise disposes of any Collateral or other assets outside the Ordinary Course of Business, other than sales of obsolete or worn-out property or property no longer useful to the business of any Loan Party, to the extent the aggregate Net Cash Proceeds thereof exceed $250,000 in any fiscal year (fthe “Excess Net Cash Proceeds”), Borrowers shall repay the Advances in an amount equal to such Excess Net Cash Proceeds, such repayments to be made promptly but in no event more than one (1) of this Section 2.12, not later than the third Business Day following the receipt of such Excess Net Cash Proceeds, and until the date of payment, such Excess Net Cash Proceeds shall be held in trust for the Agent; provided, that, the Loan Parties may instead reinvest the amount of such Excess Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% assets of the Loan Parties so long as (i) the Borrowing Representative or the applicable Borrower provides notice to the Agent on or before the date such prepayment would otherwise be due of its election to make such reinvestment and (ii) such reinvestment is made within 180 days after the receipt of such Excess Net Cash Proceeds received with respect thereto and further provided, that the foregoing shall only apply to prepay outstanding Loansthe Term Loan B Advance after the expiry of the Certain Funds Period. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing Commencing with the fiscal year ending on December 31, 20072023, and Borrowers shall prepay (iisuch prepayment, the “ECF Payment”) the 10th day subsequent to outstanding amount of the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans Advances in an aggregate principal amount equal to (i) fifty percent (50%) (the Required Prepayment Percentage “ECF Rate”) of Excess Cash Flow for the such fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 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. (e) Notwithstanding the foregoing, any 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, 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.minus

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not Not later than the third 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 received with respect thereto to prepay outstanding LoansLoans in accordance with Section 2.13(e). (b) Subject to paragraph (f) of this Section 2.12, in In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding LoansLoans in accordance with Section 2.13(e); provided, however, that if at the time of such Equity Issuance the Leverage Ratio (after giving effect to such Equity Issuance and the proposed use of the proceeds thereof) would be less than 2.5 to 1.0, then the amount required to be so applied shall be reduced to 25% of such Net Cash Proceeds. (c) Subject to paragraph (f) of this Section 2.12, no No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072006, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the Required Prepayment Percentage 75% of Excess Cash Flow in excess of $5,000,000 for the fiscal year then ended; provided, however, that in the event the Leverage Ratio at the end of such fiscal year was less than 2.5 to 1.0, then such amount shall be reduced to 50% of such Excess Cash Flow in excess of $5,000,000. (d) Subject to paragraph (f) of this Section 2.12, in 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 or consisting of Disqualified Capital Stock of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance Indebtedness for money borrowed or renewal consisting of Indebtedness Disqualified Capital Stock permitted pursuant to Section 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 LoansTerm Loans in accordance with Section 2.13(e). (e) Notwithstanding the foregoing, any 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) Mandatory prepayments of its outstanding Loans under this Agreement shall be allocated pro rata share of such mandatory prepayment of its between the Term Loans pursuant to this Section 2.12 (such declined amounts, and the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the BorrowerOther Term Loans. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.122.13, (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 days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 2.13 shall be subject to Section 2.152.16, but shall otherwise be without premium or penalty. (g) Notwithstanding the foregoing, (i) no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.13 shall be required to be made at any time when any loans remain outstanding under the First Lien Credit Agreement or any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness remains outstanding, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement, in accordance with and as required by Section 2.13(g) of the First Lien Credit Agreement (or in accordance with the analogous provisions in any agreement governing any Permitted Refinancing Indebtedness) and (ii) any Lender may elect, by written notice to the Administrative Agent at least two Business Days prior to the applicable prepayment date (or such shorter period as may be acceptable to the Administrative Agent), to decline all (but not less than all) of any mandatory prepayment of its Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds in the same manner provided for in the previous sentence). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, any Declined Proceeds remaining thereafter may be retained by the Borrower. If at the time of any prepayment pursuant to this Section 2.13 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be accompanied by accrued and unpaid interest on allocated ratably to each outstanding Borrowing of the principal amount to be prepaid to but excluding the date of paymentaccepting Lenders.

Mandatory Prepayments. (a) Subject to paragraph (fh) of this Section 2.122.13, not later than the third fifth Business Day following the receipt of any Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the such Net Cash Proceeds received with respect thereto to prepay outstanding LoansLoans in accordance with Section 2.13(e). (b) Subject to paragraph (fh) of this Section 2.122.13, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% (or, if after giving effect to the use of the proceeds of such Equity Issuance the Total Leverage Ratio shall have been less than 3.75 to 1.0, 25%) of the Net Cash Proceeds therefrom to prepay outstanding LoansLoans in accordance with Section 2.13(e). (c) Subject to paragraph (fh) of this Section 2.122.13, no later than five days after the later earlier of (i) 120 105 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072006, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the Required Prepayment Percentage excess, if any, of (i) 75% of Excess Cash Flow for the fiscal year then endedended over (ii) the aggregate principal amount of voluntary prepayments of the Loans made pursuant to Section 2.12 during such fiscal year; provided, that such percentage shall be reduced to 50% if at the end of such fiscal year the Total Leverage Ratio was less than 3.75 to 1.00. (d) Subject to paragraph (fh) of this Section 2.122.13, 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 the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth 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 LoansLoans in accordance with Section 2.13(e). (e) Notwithstanding All amounts required to be paid pursuant to this Section 2.13 shall be allocated pro rata among the foregoingoutstanding Term Loans and the outstanding Other Term Loans and shall be applied first, to prepay outstanding Loans of the Lenders that accept the same, which prepayments any Lender may elect, by written notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Loans required to be made by the Borrower pursuant to this Section 2.13, to decline all (but not less than alla portion) of its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”"DECLINED PROCEEDS"). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To Any such mandatory prepayments that are rejected by the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.122.13, (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 days five Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid; provided, however, that, if at the time of any prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Lenders. All prepayments of Borrowings under this Section 2.12 2.13 shall be subject to Section 2.152.16, 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. (g) Amounts to be applied pursuant to this Section 2.13 to prepay any Eurocurrency Borrowing shall be deposited in a Breakage Prepayment Account (as defined below) if the Borrower so requests in order to avoid the incurrence of costs under Section 2.16. On the last day of the Interest Period of such Eurocurrency Borrowing, the Administrative Agent shall apply any cash on deposit in such Breakage Prepayment Account to amounts due in respect of such Eurocurrency Borrowing until all amounts due in respect thereof have been satisfied (with any remaining funds being returned to the Borrower) or until all the allocable cash on deposit has been exhausted. For purposes of this paragraph (h), the term "BREAKAGE PREPAYMENT ACCOUNT" shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (h) (and the Borrower shall have, pursuant to the Guarantee and Collateral Agreement or another Security Document granted to the Administrative Agent a security interest in each of its Breakage Prepayment Accounts to secure such Obligations). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in a Breakage Prepayment Account in short-term, cash equivalent investments selected by the Administrative Agent in consultation with the Borrower that mature prior to the last day of the Interest Period of the applicable Eurocurrency Borrowing; provided, however, that the Administrative Agent shall have no obligation to invest amounts on deposit in a Breakage Prepayment Account if a Default or an Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments made at the request or direction of the Borrower so that the amount available to prepay amounts due in respect of the applicable Eurocurrency Borrowing on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments (which shall be for the account of the Borrower, to the extent not necessary for the prepayment of Eurocurrency Borrowings in accordance with this Section 2.13), the Breakage Prepayment Account shall not bear interest. Interest or profits, if any, on such investments in any Breakage Prepayment Account shall be deposited in such Breakage Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans and all amounts due hereunder has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Breakage Prepayment Accounts to satisfy any of the Obligations.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not later than the third Business Day following Concurrently with the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in the event that by any Loan Party or any subsidiary of a Loan Party shall receive its Subsidiaries of any Net Cash Proceeds from any Casualty Event, Taking, Asset Sale or Termination Payment, in excess of $10,000,000 in aggregate following 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 the issuance or renewal of Indebtedness permitted pursuant to Section 6.01)Closing Date, 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 shall, or such subsidiaryshall cause its applicable Subsidiaries to, apply promptly prepay the outstanding principal amount of the Loans in an amount equal to 100% of such excess Net Cash Proceeds; provided that, so long as (i) no Specified Event of Default or Event of Default occurring pursuant to Section 9.01(c) as a result of a violation of Section 7.01(b), Section 7.01(d), clause (i) of Section 7.02(a), or Section 8.14 shall have occurred and be continuing and (ii) the Obligations have not been accelerated Pursuant to Section 9.02(b) following the occurrence and during the continuance of any other Event of Default, the Borrowers shall have the option, directly or through one or more of their Subsidiaries, to invest such excess Net Cash Proceeds within three hundred sixty-five (365) days of receipt thereof in assets used or useful in the Businesses (including Permitted Acquisitions and other permitted Investments); provided, further, that if Borrower or any of its Subsidiaries enters into a legally binding commitment (and has provided the Administrative Agent a copy of such binding commitment for distribution to prepay outstanding Loansthe Lenders) to invest such excess Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such excess Net Cash Proceeds within the later of (X) three hundred sixty-five (365) days following the receipt of such excess Net Cash Proceeds or (Y) one hundred eighty (180) days following the date such Borrower or Subsidiary entered into such legally binding commitment. (eb) Notwithstanding Concurrently with the foregoingincurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to ‎Section 8.01), such Loan Party shall, or shall cause its applicable Subsidiaries to, prepay the outstanding principal amount of the Loans in an amount equal to 100% of all Net Cash Proceeds received by such Loan Party or such Subsidiary from such incurrence or issuance. (c) Immediately upon a Change in Control, the Loan Parties shall prepay the Loans in full together with all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any Lender may elect, by written notice to other Loan Document. (d) The BVI Borrower shall give the Administrative Agent at immediate notice of the time and in the manner specified occurrence of any event requiring mandatory prepayment under this Section 2.04. Such notice must be received by the Administrative Agent, Agent not later than 2:00 p.m. at least three (3) Business Days prior to decline all (but not less than all) any Prepayment Date. Each such notice shall specify the date and the amount of such prepayment. The Administrative Agent will promptly notify each Lender of its pro rata share receipt of each such notice, and of the amount of such Lender’s Applicable Percentage in respect of the relevant Facility of such prepayment. If such notice is given by the BVI Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each prepayment shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to ‎Section 3.03 and, in the case of any mandatory prepayment of its the Loans with Net Cash Proceeds of an Asset Sale or, to the extent resulting from voluntary termination of a Material Water Contract by any Loan Party, Termination Payment pursuant to Section 2.04(a) above and any mandatory prepayment pursuant to Sections 2.04(b) and 2.04(c) above, in each case, if such prepayment is made at any time during the first year after the Closing Date, the applicable Prepayment Premium in respect of the Loans. Each prepayment of any Class of outstanding Loans pursuant to this ‎Section 2.04 shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities and, in the case of any prepayment of any Closing Date Loans pursuant to this Section 2.12 (such declined amounts2.04, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be further subject to Section 2.15, 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 payment12.26(a).

Mandatory Prepayments. There shall become due and payable and the Borrowers shall prepay the Term Loan (aand the Revolving Loans, to the extent required by Section 2.1(e)) Subject in the following amounts and at the following times: (i) for so long as any portion of the Term Loan remains outstanding, on the ninety-fifth (95th) day following the last day of each Fiscal Year, beginning with the Fiscal Year ending closest to paragraph December 31, 2006, an amount equal to (fA) if the Total Debt to Adjusted EBITDA Ratio, determined as of the last day of such Fiscal Year is greater than 3.25 to 1.00, seventy five percent (75%) of Excess Cash Flow, or (B) if the Total Debt to Adjusted EBITDA Ratio, determined as of the last day of such Fiscal Year is less than or equal to 3.25 to 1.00, fifty percent (50%) of such Excess Cash Flow, provided, that if the Total Debt to Adjusted EBITDA Ratio calculated as of the last day of any Fiscal Year is less than 2.00 to 1.00 for such Fiscal Year, then no prepayment shall be required pursuant to this Section 2.1(c)(i) with respect to such Fiscal Year (in each such case, Total Debt to Adjusted EBITDA Ratio shall be determined by reference to the respective Compliance Certificate absent demonstrable error); (ii) on the date on which any Credit Party other than a Foreign Subsidiary (or Agent as loss payee or assignee thereof) receives any payment which constitutes Major Casualty Proceeds, an amount equal to the amount of such payment; provided, that such Credit Party, at its election, may either reinvest such payment within one hundred twenty (120) days after the date of receipt of such Major Casualty Proceeds or enter into a binding commitment to reinvest such payment within said one hundred twenty (120) days (provided such Credit Party subsequently consummates such reinvestment within one hundred eighty (180) days following the receipt of such Major Casualty Proceeds), in productive assets then used or usable in the business of such Credit Party, any Borrower or any Domestic Wholly-Owned Subsidiary of any Borrower; provided further, that the aggregate amount which may be reinvested by the Credit Parties pursuant to the preceding proviso may not exceed $1,000,000 in any Fiscal Year. If the applicable Credit Party does not intend to reinvest such payment, or if the time period set forth in this sentence expires without such Credit Party having reinvested such payment, the Borrowers shall prepay the Loans in an amount equal to such payment; (A) promptly upon receipt by any Credit Party of the proceeds from the issuance and sale of any Debt securities or equity securities (other than (1) proceeds of Debt securities expressly permitted pursuant to Section 5.1, (2) proceeds of the issuance of equity securities by Holdings received on or before the Closing Date, (3) proceeds from the issuance of equity securities to current or former directors, employees or members of the management of any Credit Party, (4) proceeds of the issuance of equity securities to Holdings or any Subsidiary, (5) proceeds of the issuance of equity securities concurrently used to finance the consummation of a Permitted Acquisition and (6) proceeds from the issuance of common stock of Holdings described in clauses (B), (C) and (D) of this Section 2.122.1(c)(iii)), not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply an amount equal to one hundred percent (100% %) of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans.of such issuance and sale; (bB) Subject to paragraph (f) of this Section 2.12, in the event Holdings issues and on each occasion that an Specified Equity Issuance occurs, sells common stock to be used to consummate a Series A-1 Preferred Stock Redemption (other than any such issuance and sale constituting the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified 2006 Equity Issuance), apply promptly upon receipt by Holdings of the proceeds from such issuance and sale, an amount equal to fifty percent (50% %) of the Net Cash Proceeds therefrom to prepay outstanding Loans.of any such issuance and sale; (cC) Subject in the event Holdings issues and sells common stock to paragraph be used to consummate a Permitted Acquisition (fother than any such issuance and sale constituting the 2006 Equity Issuance) that has been identified in a certificate executed by a Responsible Officer of the Funds Administrator and delivered to Agent contemporaneously therewith, promptly upon receipt by Holdings of such Net Cash Proceeds, an amount equal to one hundred percent (100%) of this Section 2.12such Net Cash Proceeds; provided, no later than that, notwithstanding the later of foregoing, Holdings or any other Credit Party may use such Net Cash Proceeds within sixty (i60) 120 days after receipt thereof to consummate such identified Permitted Acquisition, such use to reduce the end amount of each fiscal year such required prepayment on a dollar-for-dollar basis. If at any time following the receipt of any such Net Cash Proceeds, the BorrowerCredit Parties determine not to consummate such Permitted Acquisition, commencing with or if the fiscal year ending on December 31, 2007, and period set forth in the immediately preceding sentence expires without the applicable Credit Parties having consummated such Permitted Acquisition (ii) or if the 10th day subsequent funds used to consummate such Permitted Acquisition are not sufficient to reduce the date on which the financial statements with respect amount of such required prepayment to such period are delivered pursuant to Section 5.04(azero (0)), the Borrower Borrowers shall prepay outstanding the Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt unused portion of such Net Cash Proceeds Proceeds; and (D) (1) in the event the 2006 Equity Issuance is consummated, promptly upon receipt by such Loan Party or such subsidiaryHoldings of the proceeds from the 2006 Equity Issuance, apply an amount equal to one hundred percent (100% %) of such the Net Cash Proceeds to prepay outstanding Loans. (e) Notwithstanding of the 2006 Equity Issuance; provided, that, notwithstanding the foregoing, Holdings or any Lender other Credit Party may elect, by written notice to allocate any portion not exceeding the Administrative Agent 2006 Equity Issuance Available Amount at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment allocation within one hundred eighty (180) days after the 2006 Equity Issuance is consummated to either (a) the consummation of its Loans pursuant to this Section 2.12 Series A-1 Preferred Stock Redemptions, and/or (such declined amounts, b) the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares consummation of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein one or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time)more Permitted Acquisitions, in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans such proposed use has been identified in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed executed by a Financial Responsible Officer of the Borrower setting forth in reasonable detail Funds Administrator and delivered to Agent within five (5) Business Days prior to such use (each such certificate a “2006 Equity Use Certificate”), each such use to concurrently reduce on a dollar-for-dollar basis 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, 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 payment2006 Equity Issuance Available Amount.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, or the occurrence of any Recovery Event by the Borrower, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay the outstanding LoansLoans in accordance with Section 2.10(f). (b) Subject to paragraph (f) of this Section 2.12, in In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50100% of the Net Cash Proceeds therefrom to prepay outstanding LoansLoans in accordance with Section 2.10(f). (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in In the event that any Loan Party or any subsidiary of a Loan Party the Borrower shall receive Net Cash Proceeds from the issuance or other incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party the Borrower (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 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 subsidiarythe Borrower, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding LoansLoans in accordance with Section 2.10(f). (d) In the event that the Borrower shall receive any distributions on account of its interest in the Units in an amount in excess of a quarterly payment of $0.425 per Unit, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such distribution, prepay outstanding Loans in accordance with Section 2.10(f) in an aggregate principal amount equal to 50% of such excess cash proceeds. (e) Notwithstanding the foregoing, any 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.122.10, (i) a certificate signed by a Financial Responsible 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 days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid date and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under pursuant to this Section 2.12 2.10 shall be subject to Section 2.15, but shall otherwise be without premium or penalty. (f) Mandatory prepayments of outstanding Loans under this Agreement shall be applied to prepay the principal balance of the outstanding Loans. The corresponding accrued and unpaid interest on the principal amount of the Loans so prepaid shall be payable on the next Interest Payment Date; provided that if such mandatory prepayment causes the principal amount of the Loans to be prepaid in full, and such payment shall be accompanied by accrued and unpaid interest and Fees on the principal amount to be being prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject to paragraph the proviso contained in this subsection (fa), promptly (and in any event, within three (3) of this Section 2.12, not later than Business Days ) after receipt by the third Business Day following the receipt Borrower or any Loan Party of Net Cash Proceeds in respect of any Asset SaleSale or Recovery Event, the Borrower shall apply 100% prepay the Obligations in accordance with Section 2.12(e) in an amount equal to such Net Cash Proceeds; provided that the Borrower shall not be required to prepay the Obligations with respect to (i) proceeds from the Asset Sales in the ordinary course of business, (ii) proceeds from other Asset Sales permitted under Section 7.6 (other than Sections 7.6(i) and (j)) and (iii) proceeds of any sale or disposition by the Borrower or any Loan Party of any of its assets, or proceeds from casualty insurance policies or eminent domain, condemnation or similar proceedings that in the case of this clause (iii) are reinvested in assets then used or usable in the business of the Borrower and the Loan Parties within one hundred eighty (180) days following receipt thereof or in which the Borrower or such Loan Party has entered into a commitment to reinvest such proceeds within two hundred seventy (270) days following receipt thereof and such proceeds are reinvested in assets or used or usable in the business of the Borrower and the Loan Parties within three hundred sixty (360) days following receipt thereof; provided, further, that if such 270‑day period or 360‑day period, as applicable, expires without the Borrower or such Loan Party reinvesting all or any portion of such proceeds, promptly (and in any event within three (3) Business Days) thereof, the Borrower or such Loan Party shall prepay the Obligations in an amount equal the amount not used or all such Net Cash Proceeds received with respect thereto Proceeds. Notwithstanding anything herein to prepay outstanding Loansthe contrary, any proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings that are required to be turned over to “Lessor” (as such term is defined in the Existing Master Lease) or otherwise applied pursuant to Article XI of the Existing Master Lease shall not be subject to this Section 2.12. (b) Subject to paragraph No later than the Business Day following the date of receipt by the Borrower or any Loan Party of Net Cash Proceeds of any issuance of Indebtedness (f) of this other than Indebtedness permitted under Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs7.1), the Borrower shall, substantially simultaneously shall prepay the Obligations in accordance with (and Section 2.12(e) in any event not later than the third Business Day next following) the occurrence of an amount equal to such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding LoansProceeds. (c) Subject to paragraph Within one hundred and twenty (f120) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, Fiscal Year commencing with the fiscal year Fiscal Year ending on December 31June 30, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)2018, the Borrower shall prepay outstanding Loans the Obligations in an aggregate principal amount equal to the Required Prepayment Percentage (x) 50% of Consolidated Excess Cash Flow for such Fiscal Year if the fiscal year then endedConsolidated Leverage Ratio is greater than or equal to 2.50:1.0 as of the end of such Fiscal Year, (y) 25% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is less than 2.50:1.0 but greater than or equal to 1.50:1.0 as of the end of such Fiscal Year and (z) 0% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is less than 1.50:1.0 as of the end of such Fiscal Year, in each case minus the aggregate amount of any voluntary prepayments of the Term Loans during such Fiscal Year. (d) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 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[Reserved]. (e) Notwithstanding Any prepayments made by the foregoingBorrower pursuant to Sections 2.12(a), (b) or (c) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any Lender may electof the Loan Documents; second, by written notice to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Administrative Agent at Lenders and the time 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, on a pro rata basis to the principal balance of the Term Loan A and Delayed Draw Term Loan, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of such Term Loans, and applied, in the case of a prepayment under Section 2.12(a), first to the next four scheduled installments of principal (in forward order of maturity) and then pro rata to the remaining principal installments of the Term Loans, and in the manner specified by case of Sections 2.12(b) and (c), pro rata to the Administrative Agentprincipal installments of the Term Loans; fifth, to decline all (but not less than all) the principal balance of its the Swing Line 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 share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered 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 plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified be permanently reduced by the Administrative Agent). To amount of any prepayments made pursuant to clauses fifth through seventh above, unless a Default or an Event of Default has occurred and is continuing and the extent such Required Revolving Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrowerso request. (f) Notwithstanding anything If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, as reduced pursuant to Section 2.8 or otherwise, the contrary in this Section 2.12, until the Discharge of First Lien Obligations Borrower shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility immediately repay Swingline Loans and Swingline Revolving Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect equal to such mandatory prepaymentexcess, the together with all accrued and unpaid interest on such excess amount of such mandatory and any amounts due under Section 2.19. Each prepayment shall be applied first to Loans that are ABR the Swingline Loans to the full extent thereof before application thereof, second to the Base Rate Loans that are to the full extent thereof, and finally to Eurodollar Loans in a manner that minimizes to the amount full extent thereof. If after giving effect to prepayment of any payments required to be made by all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, the Borrower pursuant shall Cash Collateralize its reimbursement obligations with respect to Section 2.15. (g) The Borrower shall deliver all Letters of Credit in an amount equal to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by excess plus any accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentfees thereon.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not Not later than the third five (5) Business Day Days following the receipt of Net Cash Proceeds by the Borrower or any Subsidiary in respect of any Asset Sale, the Borrower shall apply prepay outstanding Loans in accordance with Section 2.14(e) in an amount equal to 100% of the such Net Cash Proceeds; provided that, with respect to any Net Cash Proceeds received with respect thereto realized under such Asset Sale, at the election of the Borrower (as notified by the Borrower to prepay outstanding Loansthe Administrative Agent no later than five (5) Business Days following the receipt of such Net Cash Proceeds), such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets (other than inventory) of any Loan Party or Subsidiary so long as such reinvestment occurs within 180 days of receipt of such Net Cash Proceeds (or, in the event that the applicable Loan Party or Subsidiary shall have entered into a binding commitment to so reinvest such Net Cash Proceeds within said 180- day period, so long as such reinvestment shall have occurred within 270 days of receipt of such Net Cash Proceeds); provided, however, that any Net Cash Proceeds not so reinvested within such 180-day (or, if applicable, 270-day) period shall be promptly applied to the prepayment of the Term Loans as set forth in this clause (a) not later than the first Business Day after the last day of such 180-day (or, if applicable, 270-day) period. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not No later than the third five (5) Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to Days following the date on which the financial statements with respect to such period are delivered (or required to be delivered) pursuant to Section 5.04(a), commencing with the fiscal year ending on or about December 31, 2019, the Borrower shall prepay outstanding Loans in accordance with Section 2.14(e) in an aggregate principal amount equal to (i) the Required Prepayment ECF Percentage of Excess Cash Flow for the fiscal year then endedended minus (ii) voluntary prepayments of Term Loans under Section 2.13, in each case during such fiscal year or after the end of such fiscal year but prior to the making of the prepayment from Excess Cash Flow required to be made for such fiscal year (in each case without duplication of (A) any reduction to such Excess Cash Flow pursuant to clause (y) in line (b)(iii) of the definition thereof or (B) any deduction from the prepayment with Excess Cash Flow made with respect to any prior or subsequent fiscal year), in the case of clause (ii), other than prepayments and repurchases funded with the proceeds of incurrence of long-term Indebtedness. (dc) Subject to paragraph (f) of this Section 2.12, in In the event that any Loan Party or any subsidiary of a Loan Party Subsidiary 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 the issuance Indebtedness expressly permitted to be incurred or renewal of Indebtedness permitted issued pursuant to Section 6.01), ) the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt shall prepay an aggregate principal amount of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount Term Loans equal to 100% of such Net Cash Proceeds received therefrom within five (5) Business Days of receipt thereof by such Loan Party or such Subsidiary. (d) Upon the receipt by any Loan Party or any of its Subsidiaries of Net Cash Proceeds in respect of any Extraordinary Property Receipt, if not otherwise included in Section 2.14(a) or (b), the Borrower shall prepay an aggregate principal amount of Term Loans equal to prepay outstanding Loans100% of such Net Cash Proceeds within five (5) Business Days of receipt thereof by such Loan Party or such Subsidiary; provided, that, at the election of the Borrower (as notified by the Borrower to the Administrative Agent no later than five (5) Business Days following the receipt of such Net Cash Proceeds), such Loan Party or such Subsidiary may reinvest all or any portion of the Net Cash Proceeds of such Extraordinary Property Receipt in operating assets of any Loan Party or Subsidiary within 180 days (or, in the event that the applicable Loan Party or Subsidiary shall have entered into a binding commitment to so reinvest such Net Cash Proceeds within said 180-day period, so long as such reinvestment shall have occurred within 270 days of receipt of such Net Cash Proceeds) after the receipt thereof; provided, however, that, in the case of this clause (d), any amount not so applied within such 180-day (or, if applicable, 270-day) period shall be promptly applied to the prepayment of the Term Loans as set forth in this Section 2.14(d). (e) Notwithstanding Each prepayment of Loans required by Section 2.14(a), (b), (c) and (d) shall be applied to the foregoingTerm Loan based on the outstanding principal balances thereof, and within each such Class of Term Loans, applied pro rata to the remaining payments due in respect of the Term Loans. (f) With respect to each prepayment of Term Loans, (i) the Borrower will, not later than the fourth Business Day prior to the date specified in Section 2.14(a), (c) or (d), as applicable, for making such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing or by e-mail pursuant to Section 2.14(h)) requesting that the Administrative Agent provide notice of such prepayment to each Lender of Term Loans and the Administrative Agent will promptly provide such notice to each Lender of Term Loans, (ii) each Lender of Term Loans will have the right to refuse any Lender may elect, such prepayment by giving written notice of such refusal (a “Rejection Notice”) to the Administrative Agent at the time and in the manner specified by within three (3) Business Day after such Lender’s receipt of notice from the Administrative AgentAgent of such prepayment, it being understood that any failure of a Lender to decline all (but not less than all) give a Rejection Notice within the specified timeframe shall be deemed an acceptance of its pro rata share the total amount of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amountsprepayment, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders Borrower will make all such prepayments not so declining refused upon the date specified for such prepayment (with in such Lenders having the right to decline notice and any prepayment with Declined Proceeds at the time and in the manner specified prepayments so refused by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares lenders of such Declined Proceeds, such remaining Declined Proceeds Term Loans may be retained by the BorrowerBorrower (such retained amounts, the “Refused Proceeds”). (fg) Notwithstanding anything Mandatory prepayments in respect of any Class of Loans shall be applied on a pro rata basis to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of then outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the Class being prepaid; provided that notwithstanding a Term Lender’s right to waive refuse a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e2.14(e), then, with respect to such mandatory prepayment, the Borrower may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which such Loans were made; provided further that the Borrower shall pay any amounts required to be paid pursuant to Section 2.17 with respect to prepayments of Eurodollar Loans made on any date other than the last day of the applicable Interest Period; provided further, that if the Borrower fails to make such designation, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.152.17. (gh) The Borrower shall deliver to the Administrative Agent, at least four (4) days prior to the time of each prepayment required under this Section 2.122.14, (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 or email notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 2.14 shall be subject to Section 2.15, 2.17 but shall otherwise be without premium or penaltypenalty other than as set forth in Section 2.25, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (ai) Subject to paragraph (f) of this Section 2.12, not No later than the third 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 received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period each Fiscal Year of the Borrowers are required to be delivered pursuant to Section 5.04(a5.01(b), commencing with the Borrower Fiscal Year ending on December 31, 2018, the Borrowers shall prepay the outstanding Term Loans and Additional Term Loans in accordance with clause (vivii) of this Section 2.10(b) in an aggregate principal amount equal to the Required Prepayment Percentage (A) 50% of Excess Cash Flow for Holdings and its Subsidiaries on a consolidated basis for the fiscal year Fiscal Year then ended, minus (B) at the option of the Borrowers, the aggregate principal amount of any Term Loans, Additional Term Loans, Revolving Loans or Additional Revolving Loans prepaid pursuant to Section 2.10(a) prior to such date (excluding any such optional prepayments made during such Fiscal Year that were deducted from the amount required to be prepaid pursuant to this Section 2.10(b)(i) in the prior Fiscal Year) (in the case of any such revolving loans prepaid, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments, to the extent that such prepayments were not financed with the proceeds of other Indebtedness of the Borrowers or their Subsidiaries); provided that with respect to any Fiscal Year, such percentage of Excess Cash Flow shall be reduced to 25% or 0% of Excess Cash Flow if the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of such Fiscal ​ ​ Year (but without giving effect to the payment required hereby) shall be less than or equal to 2.25:1.00 or 1.50:1.00, respectively. (dii) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not No later than the third fifth Business Day next following) following the receipt by Holdings or any Subsidiary of such Net Cash Proceeds by such Loan Party in respect of any Prepayment Asset Sale or such subsidiaryNet Insurance/Condemnation Proceeds, in each case, in excess of $2,500,000 in the aggregate in any Fiscal Year, the Borrowers shall apply an amount equal to 100% of the Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such Net Cash Proceeds thresholds to prepay the outstanding Loans. principal amount of Term Loans and Additional Term Loans in accordance with clause (evivii) Notwithstanding the foregoing, any Lender may elect, by written notice of this Section 2.10(b); provided that if prior 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining date any such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be is required to be made, except with the Borrower Representative notifies the Administrative Agent of the Borrowers’ intention to reinvest such Net Proceeds or Net Insurance/Condemnation Proceeds in assets used or useful in the business of the Combined Group, then so long as no Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this clause (ii) in respect of such Net Proceeds or Net Insurance/Condemnation Proceeds to the portion (extent such Net Proceeds or Net Insurance/Condemnation Proceeds are so reinvested within 12 months following receipt thereof, or if any) Holdings, any Borrower or any of Holdings’ Subsidiaries has committed to so reinvest such Net Proceeds or Net Insurance/Condemnation Proceeds during such 12-month period and such Net Proceeds or Net Insurance/Condemnation Proceeds are so reinvested within six months after the expiration of such 12-month period; provided, however, that if any Net Proceeds or Net Insurance/Condemnation Proceeds have not been so reinvested prior to the expiration of the proceeds applicable period, the Borrowers shall promptly prepay Term Loans in an amount equal to the Net Proceeds or Net Insurance/Condemnation Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso); provided, further, that if, at the time that any such prepayment would be required hereunder, the Borrowers are required to offer to repurchase any other Indebtedness secured on a pari passu basis (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the event giving rise to documentation governing such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement Indebtedness with Net Proceeds (and which is not such Indebtedness (or Refinancing Indebtedness in respect thereof) required to be applied offered to reduce outstanding Revolving Facility be so repurchased, the “Other Applicable Indebtedness”), then the Borrowers may apply such Net Proceeds or Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Term Loans and Swingline Additional Term Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the repurchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate L/C Exposure outstanding principal amount of the Term Loans, Additional Term Loans and Other Applicable Indebtedness (as defined in the First Lien Credit Agreementor accreted amount if such Other Applicable Indebtedness is issued with OID) at such time); provided that the portion of such Net Proceeds or Net Insurance/Condemnation Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds or Net Insurance/Condemnation Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, in each case and the remaining amount, if any, of such Net Proceeds or Net Insurance/Condemnation Proceeds shall be allocated to the Term Loans and Additional Term Loans in accordance with the terms hereof), and as required by Section 2.13 the amount of prepayment of the First Lien Credit Agreement. If at the time of any prepayment Term Loans and Additional Term Loans that would have otherwise been required pursuant to this Section 2.12 there 2.10(b)(ii) shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periodsreduced accordingly; provided, and if some but not all Lenders shall have accepted such mandatory prepaymentfurther, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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 the holders of the Other Applicable Indebtedness decline to have such prepayment. Each notice of prepayment shall specify the prepayment dateIndebtedness repurchased, the Type of each Loan being prepaid declined amount shall promptly (and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, 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 in any event within ten Business Days after the date of payment.such rejection) be applied to prepay the Term Loans and Additional Term Loans in accordance with the terms hereof. ​ ​ ​

Mandatory Prepayments. (ai) Subject Within five (5) Business Days after financial statements have been delivered pursuant to paragraph Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans equal to (fA) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of this Section 2.12Excess Cash Flow, not later than if any, for the third Business Day following fiscal year covered by such financial statements (commencing with the receipt of Net Cash Proceeds in respect of any Asset Salefirst full fiscal year ending after the Closing Date), the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. minus (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next followingB) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later sum of (i) 120 days after the end all voluntary prepayments of each Term Loans during such fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the date on which extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Cure Amount; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than 3.00:1.00 and greater than or equal to 2.75:1.00 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than 2.75:1.00. (ii) (A) Subject to Section 2.05(b)(ii)(B), if following the Closing Date (x) any Company or Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party, by a Restricted Subsidiary that is not a Loan Party), (e), (f), (g), (i) (except as set forth in the second proviso therein), (j), (k), (n), (q), (s) and (u)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Company or Restricted Subsidiary of Net Cash Proceeds, the Borrowers shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), pro rata among all Classes of Term Loans of 100% of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt portion of such Net Cash Proceeds by that the Lead Borrower shall have, on or prior to such Loan Party or such subsidiarydate, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans. (e) Notwithstanding the foregoing, any Lender may elect, by given 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 its pro rata share of such mandatory prepayment of its Loans pursuant intent to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, is then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(econtinuing), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject to paragraph the proviso contained in this subsection (fa), promptly (and in any event, within three (3) of this Section 2.12, not later than Business Days) after receipt by the third Business Day following the receipt Borrower or any Loan Party of Net Cash Proceeds in respect of any Asset SaleSale or Recovery Event, the Borrower shall apply 100% prepay the Obligations in accordance with Section 2.12(d) in an amount equal to such Net Cash Proceeds; provided that the Borrower shall not be required to prepay the Obligations with respect to (i) proceeds from the Asset Sales in the ordinary course of business, (ii) proceeds from other Asset Sales permitted under Section 7.6 (other than clauses (l)(iii) and (m) thereof), (iii) so long as the Approved Floorplan Financing Documents are in effect, proceeds from Asset Sales of Floorplan Collateral and (iviii) proceeds of any sale or disposition by the Borrower or any Loan Party of any of its assets, or proceeds from casualty insurance policies or eminent domain, condemnation or similar proceedings that in the case of this clause (iviii) are reinvested in assets then used or usable in the business of the Borrower and the Loan Parties within xxxxx repair, replace, or rebuild the property that gave rise to the receipt of such proceeds within two hundred eightyseventy (180270) days following receipt thereof or in which the Borrower or such Loan Party has entered into a commitment to reinvest such proceeds within two hundred seventy (270) days following receipt thereof and such proceeds are reinvested in assets or used or usable in the business of the Borrower and the Loan Partiesto repair, replace, or rebuild the property that gave rise to such proceeds within three hundred sixty (360) days following receipt thereof; provided, further, that if such 180270-day period or 360-day period, as applicable, expires without the Borrower or such Loan Party reinvesting all or any portion of such proceeds, promptly (and in any event within three (3) Business Days) thereafter, the Borrower or such Loan Party shall prepay the Obligations in an amount equal to the unused portion of such Net Cash Proceeds received with respect thereto to prepay outstanding LoansProceeds. (b) Subject to paragraph No later than the Business Day following the date of receipt by the Borrower or any Loan Party of Net Cash Proceeds: (fi) of this any issuance of Indebtedness (other than Indebtedness permitted under Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs7.1 (other than Credit Agreement Refinancing Indebtedness)), the Borrower shall, substantially simultaneously shall prepay the Obligations in accordance with Section 2.12(d) in an amount equal to such Net Cash Proceeds.; and (and ii) in connection with any event not later than the third Business Day next following) the occurrence issuance of such Specified Equity Issuance, apply 50% of the Capital Stock having Net Cash Proceeds therefrom in excess of $30,000,000 in the aggregate, the Borrower shall prepay the Obligations in accordance with Section 2.12(d) in an amount equal to prepay outstanding Loans75% of such Net Cash Proceeds in excess of $30,000,000 in the aggregate (and for the avoidance of doubt, the Borrower may retain 25% of such Net Cash Proceeds in excess of $30,000,000 in the aggregate). (c) Subject to paragraph Within one hundred and twenty (f120) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, Fiscal Year commencing with the fiscal year Fiscal Year ending on December 31September 30, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)2023, the Borrower shall prepay outstanding Loans the Obligations in an aggregate principal amount equal to the Required Prepayment Percentage (v) 100% of Consolidated Excess Cash Flow for such Fiscal Year if the fiscal year then endedConsolidated Leverage Ratio is greater than or equal to 3.50:1.00 as of the end of such Fiscal Year, (w) 75% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is less than 3.50:1.00 but greater than or equal to 2.75:1.00 as of the end of such Fiscal Year, (x) 50% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is less than 2.75:1.00 but greater than or equal to 1.50:1.00 as of the end of such Fiscal Year, (y) 25% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is less than 1.50:1.00 but greater than or equal to 0.75:1.00 as of the end of such Fiscal Year and (z) 0% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is less than 0.75:1.00 as of the end of such Fiscal Year, in each case minus the aggregate amount of any voluntary prepayments of the Term Loans made with Internally Generated Cash during such Fiscal Year. (d) Subject Any prepayments made by the Borrower pursuant to paragraph Sections 2.12(a), (fb) or (c) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective Pro Rata Shares (or other allocated share set forth herein) of this 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, on a pro rata basis (or on a less than pro rata basis for any Incremental Term Loans that so elect pursuant to Section 2.122.23) to the principal balance of each Class of Term Loans (or, in the event that case of the incurrence of any Loan Party or any subsidiary Credit Agreement Refinancing Indebtedness, to the applicable Class of Term Loans being refinanced), until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of such Term Loans, and applied, in the case of a Loan Party prepayment under Section 2.12(a), first to the next four scheduled installments of principal (in forward order of maturity) and then pro rata to the remaining principal installments of the Term Loans, and in the case of Sections 2.12(b) and (c), pro rata to the principal installments of the Term Loans; fifth, to the principal balance of the Swingline Loans, until the same shall receive Net have been paid in full, to the Swingline Lender, sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments and seventh, to Cash Proceeds from Collateralize the issuance or incurrence Letters of Indebtedness for money borrowed Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted prepayments made pursuant to Section 6.01)clauses fifth through seventh above, unless an Event of Default has occurred and is continuing and 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 LoansRequired Lenders so request. (e) Notwithstanding If at any time the foregoingRevolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, any 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 its pro rata share of such mandatory prepayment of its Loans as reduced pursuant to this Section 2.12 (such declined amounts2.8 or otherwise, the “Declined Proceeds”). Any Declined Proceeds Borrower shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility immediately repay Swingline Loans and Swingline Revolving Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect equal to such mandatory prepaymentexcess, the together with all accrued and unpaid interest on such excess amount of such mandatory and any amounts due under Section 2.19. Each prepayment shall be applied first to Loans that are ABR the Swingline Loans to the full extent thereof before application thereof, second to the Base Rate Loans that are Eurodollar to the full extent thereof, and finally to Term SOFR Loans in a manner that minimizes to the amount full extent thereof. If after giving effect to prepayment of any payments required to be made by all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, the Borrower pursuant shall Cash Collateralize its reimbursement obligations with respect to Section 2.15. (g) The Borrower shall deliver all Letters of Credit in an amount equal to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by excess plus any accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentfees thereon.

Mandatory Prepayments. (a) Subject to paragraph the proviso contained in this subsection (fa), promptly (and in any event, within three (3) of this Section 2.12, not later than Business Days ) after receipt by the third Business Day following the receipt Borrower or any Loan Party of Net Cash Proceeds in respect of any Asset SaleSale or Recovery Event, the Borrower shall apply 100% prepay the Obligations in accordance with Section 2.12(e) in an amount equal to such Net Cash Proceeds; provided that the Borrower shall not be required to prepay the Obligations with respect to (i) proceeds from the Asset Sales in the ordinary course of business, (ii) proceeds from other Asset Sales permitted under Section 7.6 (other than Section 7.6(i)) and (iii) proceeds of any sale or disposition by the Borrower or any Loan Party of any of its assets, or proceeds from casualty insurance policies or eminent domain, condemnation or similar proceedings that in the case of this clause (iii) are reinvested in assets then used or usable in the business of the Borrower and the Loan Parties within one hundred eighty (180) days following receipt thereof or in which the Borrower or such Loan Party has entered into a commitment to reinvest such proceeds within one hundred eighty (180) days following receipt thereof and such proceeds are reinvested in assets or used or usable in the business of the Borrower and the Loan Parties within two hundred seventy (270) days following receipt thereof; provided, further, that if such 180-day period or 270-day period, as applicable, expires without the Borrower or such Loan Party reinvesting all or any portion of such proceeds, promptly (and in any event within three (3) Business Days) thereof, the Borrower or such Loan Party shall prepay the Obligations in an amount equal the amount not used or all such Net Cash Proceeds received with respect thereto Proceeds. Notwithstanding anything herein to prepay outstanding Loansthe contrary, any proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings that are required to be turned over to “Lessor” (as such term is defined in the Existing Master Lease) or otherwise applied pursuant to Article XI of the Existing Master Lease shall not be subject to this Section 2.12. (b) Subject to paragraph No later than the Business Day following the date of receipt by the Borrower or any Loan Party of Net Cash Proceeds of any issuance of Indebtedness (f) of this other than Indebtedness permitted under Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs7.1), the Borrower shall, substantially simultaneously shall prepay the Obligations in accordance with (and Section 2.12(e) in any event not later than the third Business Day next following) the occurrence of an amount equal to such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding LoansProceeds. (c) Subject to paragraph (f) of this Section 2.12, no No later than the later Business Day following the date of receipt by the Borrower or any Loan Party of Net Cash Proceeds from the issuance of any Capital Stock (iincluding Capital Stock issued as part of a Specified Equity Contribution, but other than (x) 120 Capital Stock issued by a Subsidiary to the Borrower or another Subsidiary or (y) Capital Stock issued by Parent to any Equity Investor, Related Party or pursuant to the stock option plan of Parent), the Borrower shall prepay the Obligations in accordance with Section 2.12(e) in an amount equal to such Net Cash Proceeds. (d) Within one hundred and twenty (120) days after the end of each fiscal year of the Borrower, Fiscal Year commencing with the fiscal year Fiscal Year ending on December 31June 30, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)2014, the Borrower shall prepay outstanding Loans the Obligations in an aggregate principal amount equal to the Required Prepayment Percentage (x) 50% of Consolidated Excess Cash Flow for such Fiscal Year if the fiscal year then ended. Consolidated Leverage Ratio is greater than or equal to 2.00:1.0 as of the end of such Fiscal Year, (dy) Subject 25% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is less than 2.00:1.0 but greater than or equal to paragraph 1.50:1.0 as of the end of such Fiscal Year and (fz) 0% of this Section 2.12Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is less than 1.50:1.0 as of the end of such Fiscal Year, in each case minus 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 aggregate amount of any Loan Party or any subsidiary voluntary prepayments of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of Term Loans during 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 LoansFiscal Year. (e) Notwithstanding the foregoing, any Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified Any prepayments made by the Borrower pursuant to Sections 2.12(a), (b), (c) or (d) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to decline all (but not less than all) reimbursable expenses of its the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders and the Issuing Bank based on their respective Pro Rata Shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective Pro Rata Shares of such interest and fees; fourth, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans, and applied pro rata to the principal installments of the Term Loans (except with respect to prepayments made pursuant to Section 6.2); fifth, to the principal balance of the Swing Line 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 plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified be permanently reduced by the Administrative Agent). To amount of any prepayments made pursuant to clauses fifth through seventh above, unless a Default or an Event of Default has occurred and is continuing and the extent such Required Revolving Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrowerso request. (f) Notwithstanding anything If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, as reduced pursuant to Section 2.8 or otherwise, the contrary in this Section 2.12, until the Discharge of First Lien Obligations Borrower shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility immediately repay Swingline Loans and Swingline Revolving Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect equal to such mandatory prepaymentexcess, the together with all accrued and unpaid interest on such excess amount of such mandatory and any amounts due under Section 2.19. Each prepayment shall be applied first to Loans that are ABR the Swingline Loans to the full extent thereof before application thereof, second to the Base Rate Loans that are to the full extent thereof, and finally to Eurodollar Loans in a manner that minimizes to the amount full extent thereof. If after giving effect to prepayment of any payments required to be made by all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, the Borrower pursuant shall Cash Collateralize its reimbursement obligations with respect to Section 2.15. (g) The Borrower shall deliver all Letters of Credit in an amount equal to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by excess plus any accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentfees thereon.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not Not later than the third 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 received with respect thereto to prepay outstanding LoansLoans in accordance with Section 2.13(e). (b) Subject to paragraph (f) of this Section 2.12, in In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding LoansLoans in accordance with Section 2.13(e); provided, however, that if at the time of such Equity Issuance the Leverage Ratio (after giving effect to such Equity Issuance and the proposed use of the proceeds thereof) would be less than 2.5 to 1.0, then the amount required to be so applied shall be reduced to 25% of such Net Cash Proceeds. (c) Subject to paragraph (f) of this Section 2.12, no No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072004, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the Required Prepayment Percentage 75% of Excess Cash Flow in excess of $5,000,000 for the fiscal year then ended; provided, however, that in the event the Leverage Ratio at the end of such fiscal year was less than 2.5 to 1.0, then such amount shall be reduced to 50% of such Excess Cash Flow in excess of $5,000,000. (d) Subject to paragraph (f) of this Section 2.12, in 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 or consisting of Disqualified Capital Stock of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance Indebtedness for money borrowed or renewal consisting of Indebtedness Disqualified Capital Stock permitted pursuant to Section 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 LoansTerm Loans in accordance with Section 2.13(e). (e) Notwithstanding the foregoing, any 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) Mandatory prepayments of its outstanding Loans under this Agreement shall be applied pro rata share against the remaining scheduled installments of principal due in respect of the Loans under Section 2.11. All such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds prepayments shall be offered applied to all Loans outstanding on the Lenders not so declining such date of prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their on a pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrowerbasis. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.122.13, (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 days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 2.13 shall be subject to Section 2.152.16, but shall otherwise be without premium or penalty. (g) Notwithstanding the foregoing, and shall be accompanied any Lender may elect, by accrued and unpaid interest on written notice to the principal amount Administrative Agent at least two Business Days prior to be prepaid the applicable prepayment date, to decline all (but excluding the date not less than all) of payment.any mandatory prepayment of its Loans pursuant to this

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not Not later than the third Business Day following the receipt date as of which cash proceeds from Asset Sales are deemed to be Net Cash Proceeds exceed $5,000,000 in respect of any one or more related Asset SaleSales, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding LoansTerm Loans in accordance with Section 2.13(f). (b) Subject to paragraph (f) of this Section 2.12, in In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% Leverage Ratio exceeds 1.5:1 as of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) end of this Section 2.12any Fiscal Year, no later than the later of (i) 120 90 days after the end of each fiscal year of the Borrowersuch Fiscal Year, commencing with the fiscal year Fiscal Year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)2011, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage 25% of Excess Cash Flow for the fiscal year such Fiscal Year then ended. (dc) Subject to paragraph (f) of this Section 2.12, in 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 the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the 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 LoansTerm Loans in accordance with Section 2.13(f). (d) Not later than the third Business Day following the date as of which cash proceeds from insurance or a condemnation are deemed to be Net Insurance/Condemnation Proceeds, the Borrower shall apply 100% of such Net Insurance/Condemnation Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(f). (e) Notwithstanding Not later than five Business Days following the foregoing, any Lender may elect, by written notice to the Administrative Agent at the time and occurrence of a Change in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amountsControl, the “Declined Proceeds”). Any Declined Proceeds Borrower shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time repay all outstanding Loans and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrowerall outstanding Commitments shall automatically terminate. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory Mandatory prepayments of outstanding Term Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing pro rata between the Term Loans and the Other Term Loans and applied pro rata against the remaining scheduled installments of principal due in respect of the accepting Lenders. If no Lenders exercise Term Loans and the right to waive a given mandatory prepayment of the Other Term Loans pursuant to Section 2.12(eunder Sections 2.11(a)(i) and (ii), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15respectively. (g) In the event of any termination of all the Incremental Revolving Loan Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Incremental Revolving Loan Borrowings. If, after giving effect to any partial reduction of the Incremental Revolving Loan Commitments or at any other time, the aggregate Incremental Revolving Loan Exposure would exceed the aggregate Incremental Revolving Loan Commitments, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Incremental Revolving Loan Borrowings. (h) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.122.13, (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 days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 2.13 shall be subject to Section 2.152.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not later than the third 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 received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days Within five (5) Business Days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are have been delivered pursuant to Section 5.04(a6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay outstanding Loans in cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the Required Prepayment Percentage “ECF Percentage”) of Excess Cash Flow Flow, if any, for the fiscal year then ended. covered by such financial statements (dcommencing with the first full fiscal year ending after the Closing Date), minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Cure Amount; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than 4.50:1.0 and greater than or equal to 3.50:1.0 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than 3.50:1.0. (ii) (A) Subject to paragraph Section 2.05(b)(ii)(B), if (fx) of this Section 2.12, in the event that any Loan Party Borrower or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed Restricted Subsidiary Disposes of any Loan Party property or any subsidiary of a Loan Party assets (other than any cash proceeds from Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the issuance extent constituting a Disposition to a Loan Party), (e), (f), (g), (j) or renewal (k)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Indebtedness permitted pursuant to Section 6.01)Net Cash Proceeds, the Borrower shallshall make a prepayment, substantially simultaneously in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to 100% (and in any event not later than such percentage, the third Business Day next following“Asset Percentage”) the receipt of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds by that the Borrower shall have, on or prior to such Loan Party or such subsidiarydate, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans. (e) Notwithstanding the foregoing, any Lender may elect, by given 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 its pro rata share of such mandatory prepayment of its Loans pursuant intent to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, is then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(econtinuing), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not later than the third Business Day following Concurrently with the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in the event that by any Loan Party or any subsidiary of a Loan Party shall receive its Subsidiaries of any Net Cash Proceeds from any Casualty Event, Taking, Asset Sale or Termination Payment, in excess of $10,000,000 in aggregate following 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 the issuance or renewal of Indebtedness permitted pursuant to Section 6.01)Closing Date, 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 shall, or such subsidiaryshall cause its applicable Subsidiaries to, apply promptly prepay the outstanding principal amount of the Loans in an amount equal to 100% of such excess Net Cash Proceeds; provided that, so long as (i) no Specified Event of Default or Event of Default occurring pursuant to Section 9.01(c) as a result of a violation of Section 7.01(b), Section 7.01(d), clause (i) of Section 7.02(a), or Section 8.14 shall have occurred and be continuing and (ii) the Obligations have not been accelerated Pursuant to Section 9.02(b) following the occurrence and during the continuance of any other Event of Default, the Borrowers shall have the option, directly or through one or more of their Subsidiaries, to invest such excess Net Cash Proceeds within three hundred sixty-five (365) days of receipt thereof in assets used or useful in the Businesses (including Permitted Acquisitions and other permitted Investments); provided, further, that if Borrower or any of its Subsidiaries enters into a legally binding commitment (and has provided the Administrative Agent a copy of such binding commitment for distribution to prepay outstanding Loansthe Lenders) to invest such excess Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such excess Net Cash Proceeds within the later of (X) three hundred sixty-five (365) days following the receipt of such excess Net Cash Proceeds or (Y) one hundred eighty (180) days following the date such Borrower or Subsidiary entered into such legally binding commitment. (eb) Notwithstanding Concurrently with the foregoingincurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to Section 8.01), such Loan Party shall, or shall cause its applicable Subsidiaries to, prepay the outstanding principal amount of the Loans in an amount equal to 100% of all Net Cash Proceeds received by such Loan Party or such Subsidiary from such incurrence or issuance. (c) Immediately upon a Change in Control, the Loan Parties shall prepay the Loans in full together with all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any Lender may elect, by written notice to other Loan Document. (d) The BVI Borrower shall give the Administrative Agent at immediate notice of the time and in the manner specified occurrence of any event requiring mandatory prepayment under this Section 2.04. Such notice must be received by the Administrative Agent, Agent not later than 2:00 p.m. at least three (3) Business Days prior to decline all (but not less than all) any Prepayment Date. Each such notice shall specify the date and the amount of such prepayment. The Administrative Agent will promptly notify each Lender of its pro rata share receipt of each such notice, and of the amount of such Lender’s Applicable Percentage in respect of the relevant Facility of such prepayment. If such notice is given by the BVI Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each prepayment shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.03 and, in the case of any mandatory prepayment of its the Loans with Net Cash Proceeds of an Asset Sale or, to the extent resulting from voluntary termination of a Material Water Contract by any Loan Party, Termination Payment pursuant to Section 2.04(a) above and any mandatory prepayment pursuant to Sections 2.04(b) and 2.04(c) above, in each case, any applicable Prepayment Premium in respect of the Loans so prepaid. Each mandatory prepayment of any Loan (whether or not such prepayment was designated to be made with respect to any particular Loan, Class or Type) shall be applied on a pro rata basis across all Loans (and not just to such Loan); provided that if the terms of an Additional Loan provide for a smaller portion (or no portion) of any such prepayment, only such smaller portion (or no portion, if applicable) shall be allocated to such Additional Loan and the excess shall be allocated to the other Loans on a pro rata basis across all such other Loans. Each prepayment of any Class of outstanding Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds 2.04 shall be offered paid to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 their respective Applicable Percentages in respect of the First Lien Credit Agreement. If at relevant Facilities and, in the time case of any prepayment of any Closing Date Loans, 3rd Amendment Date Loans or 4th Amendment Date Loans pursuant to this Section 2.12 there 2.04, shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be further subject to Section 2.15, 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 payment12.26(a).

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not Not later than the third Business Day following the receipt of Net Cash Proceeds by any Loan Party in respect of any one or more Asset SaleSales in an aggregate amount in excess of $2,000,000, the Borrower shall apply 100% the Pro Rata Share of the Net Cash Proceeds received with respect thereto to prepay outstanding LoansTerm Loans in accordance with Section 2.13(e), it being understood and agreed that the Borrower shall make an offer to the holders of the Senior Secured Notes to purchase the Senior Secured Notes in an aggregate amount equal to the remaining balance of such Net Cash Proceeds in accordance with the terms of the Senior Secured Note Indenture. For purposes hereof, “the Pro Rata Share” of Net Cash Proceeds received with respect to any Asset Sale at any time means the percentage of the aggregate principal amount of the Loans and the Senior Secured Notes outstanding at such time represented by the aggregate principal amount of the Loans outstanding at such time. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not No later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31September 30, 20072011, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the Required Prepayment Percentage (x) 50% of Excess Cash Flow for the fiscal year then endedended minus (y) voluntary prepayments of Loans under Section 2.12 during such fiscal year but only to the extent that such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness; provided that such percentage shall be reduced to 25% if the Leverage Ratio as of the last day of the immediately preceding four fiscal quarters was less than 3.2:1. (dc) Subject to paragraph (f) of this Section 2.12, in 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 the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01, except for Section 6.01(b)(ii) as to which the mandatory prepayment requirement of this Section 2.13(c) shall apply), 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 LoansLoans in accordance with Section 2.13(e). (d) In the event that Super Holdco or any Loan Party shall receive Net Cash Proceeds in respect of any purchase price adjustment relating to the Acquisition (a “Purchase Price Adjustment”), 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 any such Person, cause an amount equal to 100% of such Net Cash Proceeds to be applied to prepay outstanding Loans in accordance with Section 2.13(e). (e) Notwithstanding Mandatory prepayments of outstanding Loans under this Agreement shall be allocated pro rata between the foregoingTerm Loans and the Other Term Loans and applied pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and the Other Term Loans under Sections 2.11(a)(i) and (ii) respectively, any Lender may elect, by written notice except to the Administrative Agent at extent the time and in the manner specified by the Administrative Agent, to decline all (but not terms of any Incremental Term Loans provide for a less than all) favorable treatment of its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the BorrowerOther Term Loans. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.122.13, (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 days Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Term Loan being prepaid and the principal amount of each Term Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 2.13 shall be subject to Section 2.152.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. Unless any amount below is required to reduce the ABL Debt in accordance with the terms of the Intercreditor Agreement, and is actually applied to reduce the ABL Debt in accordance with the terms of the Intercreditor Agreement: (a) Subject to paragraph (f) of this Section 2.12, not later than the third Business Day following the receipt of Net Cash Proceeds in respect of If during any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year Fiscal Year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in the event that any Loan Party or any subsidiary of a Loan Party shall receive has received cumulative Net Cash Proceeds during such Fiscal Year from one or more Dispositions of Term Priority Collateral, or, after the issuance or incurrence Discharge of Indebtedness for money borrowed ABL Obligations, any Property of any Loan Party or Subsidiary thereof (excluding any subsidiary Disposition permitted by clause (a), (b), (c) (except as it relates to Xxxxxxx 0.00(x)), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (q) and (r) of a Section 7.05) of at least $500,000, within five Business Days after the receipt by any Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 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 subsidiaryProceeds, apply the Borrower shall make a prepayment of the Term Loans in an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans. (e) Proceeds. Notwithstanding the foregoing, any Lender may electthe Borrower may, at its option by written notice in writing to the Administrative Agent at given no later than thirty (30) days following the time Disposition resulting in such Net Cash Proceeds, provided that no Event of Default has occurred and is continuing on the date of such Disposition or on the date of reinvestment (or entry into a binding commitment to make such reinvestment), reinvest the Net Cash Proceeds of such Disposition in the manner specified by business of the Administrative Agent, to decline all Borrower and its Subsidiaries within one hundred eighty (but not less than all180) of its pro rata share days following the receipt of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Net Cash Proceeds, or enter into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes such remaining Declined reinvestment within an additional ninety (90) days thereafter, with the amount of Net Cash Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to unused after such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required period to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or prepay the Term Loans; provided that, pending such reinvestment, all such Net Cash Proceeds from any Disposition relating to fund Property constituting Term Priority Collateral (and, after the Discharge of ABL Obligations, all such Net Cash Proceeds) shall be maintained in a cash collateral account Term Loan Priority Account. (b) Subject to any limitations contained in the ABL Credit Agreement, within 10 Business Days after the date on which the Borrower’s Fiscal Year-end audited financial statements are required to be delivered pursuant to Section 6.01(a), commencing with the administrative agent under Fiscal Year ending January 28, 2023 (each such date, an “ECF Payment Date”), the First Lien Credit Agreement Borrower shall make a prepayment of the Term Loans in an amount up equal to the aggregate L/C Exposure result of (as defined in 1) the First Lien Credit AgreementApplicable ECF Percentage of Excess Cash Flow for such Fiscal Year minus (2) at such time), in each case in accordance with and as required by Section 2.13 the sum of the First Lien Credit Agreement. If at the time (A) voluntary prepayments of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise 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 applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be 2.05 made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, 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.during

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not later than the third 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 received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days Within ten (10) Business Days after the end of each fiscal year of the Borrower, financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending on December ended March 31, 2007, 2014) and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are related Compliance Certificate has been delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 6.016.02(a), the Borrower shall, substantially simultaneously with subject to clause (and b)(vii) of this Section 2.06, cause to be prepaid an aggregate principal amount of Term Loans in any event not later than the third Business Day next followingan amount equal to (A) the receipt Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements minus (B) the sum of (1) all voluntary prepayments of Term Loans pursuant to Section 2.06(a)(v) or Section 10.07(k), in an amount equal to the discounted amount actually paid in respect of the principal amount of such Term Loans, made during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, (2) all other voluntary prepayments of Term Loans made during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due and (3) all voluntary prepayments of loans under the ABL Facility during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are funded with Internally Generated Cash. (ii) (A) Subject to Section 2.06(b)(ii)(B), if (1) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (m), (n) or (o)), or (2) any Casualty Event occurs, which results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds by such Loan Party or such subsidiaryProceeds, apply the Borrower shall make a prepayment, in accordance with Section 2.06(b)(ii)(C), of an aggregate principal amount of Term Loans in an amount equal to 100% (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.06(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to prepay outstanding Loans. (e) Notwithstanding the foregoingsuch date, any Lender may elect, by given 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 its pro rata share of such mandatory prepayment of its Loans pursuant intent to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case reinvest in accordance with Section 2.06(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, is then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(econtinuing), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject to paragraph the terms of Section 9.03, if any Borrower sells any Equipment or other tangible personal property (f) other than Inventory in the ordinary course of this Section 2.12business), not later than the third Business Day following the receipt or if any Equipment of Net Cash Proceeds in respect of any Asset Salesuch Borrower or such other property is lost, the destroyed, or taken by condemnation, such Borrower shall apply 100% pay to the Lender, unless otherwise agreed by the Lender, or as otherwise set forth in this Financing Agreement, as and when received by such Borrower and as a mandatory prepayment of the Term Loan made to such Borrower, until such Term Loan is paid in full and then the Revolving Loans, a sum equal to the Net Cash Proceeds (including Insurance Proceeds) received with respect thereto by such Borrower from such sale, loss, destruction or condemnation, provided, however, that so long as no Event of Default has occurred and is continuing, the proceeds of any such Equipment or other such property so lost, destroyed or taken by condemnation, to prepay outstanding Loansthe extent such proceeds are equal to or less than $500,000 in the aggregate, may be used to replace or restore such Equipment or other property, as the case may be, so long as (i) such Net Cash Proceeds are so used within 180 days of receipt thereof, or (ii) within 30 days of receipt thereof, the applicable Borrower shall have confirmed in writing to the Lender such Borrower's proposed use thereof and the Lender shall have given its written consent thereto. (b) Subject to paragraph (f) of this Section 2.12Beginning with the Fiscal Year ending on December 31, in the event and on 2001, each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% shall make a mandatory prepayment of the Net Cash Proceeds therefrom unpaid principal balance of the Term Loan made to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, it no later than the later of (i) 120 ninety days after the end of each fiscal year of the BorrowerFiscal Year, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage fifty percent (50%) of Excess Surplus Cash Flow of such Borrower for the fiscal year Fiscal Year then ended. (d) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 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. (e) Notwithstanding the foregoing, any 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case calculated in accordance with and as required by Section 2.13 set forth in the audited consolidated and unaudited consolidating financial statements of Indesco for the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there Fiscal Year then ended, which calculation shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made certified by the Borrower pursuant to Section 2.15an Authorized Officer. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject to paragraph (f) Immediately upon receipt by the Borrower or any of this Section 2.12, not later than the third Business Day following the receipt of Net Cash Proceeds in respect its Subsidiaries of any Asset Saleproceeds in an aggregate amount exceeding $500,000 in any Fiscal Year from (A) any sale or disposition by the Borrower or any of its Subsidiaries of any of its assets, or (B) any casualty insurance policies or eminent domain, condemnation or similar proceedings, the Borrower shall apply 100% prepay the Obligations in an amount equal to all such excess proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Borrower in connection therewith (in each case, paid to non-Affiliates); provided that the Borrower shall not be required to prepay the Obligations (i) with respect to proceeds from the sales of inventory in the ordinary course of business, and (ii) so long as no Default or Event of Default shall have occurred and be continuing at the time of the Net Cash Proceeds receipt of proceeds pursuant to this subsection (a) or at the proposed time of the reinvestment of such proceeds, the Borrower shall have the option, upon written notice to the Administrative Agent, directly or (x) in the case of proceeds received by a Loan Party, through one or more of its Subsidiaries that is a Loan Party or (y) in the case of proceeds received by a Subsidiary that is not a Loan Party, through one or more of its Subsidiaries, to reinvest such proceeds within three hundred sixty-five (365) days of receipt thereof in assets of the general type used in the business of the Borrower and its Subsidiaries so long as such proceeds received by a Loan Party are held in Controlled Accounts at SunTrust Bank or other accounts subject to Control Account Agreements until reinvested; provided that any funds are committed to be reinvested during the initial three hundred sixty-five (365) days after the receipt of such proceeds but the reinvestment has not yet occurred by the end of such period, the Borrower and its Subsidiaries shall have an additional one hundred eighty (180) day period to consummate such reinvestment; provided, further, that if any such proceeds have not been reinvested at the end of such additional period, the Borrower shall promptly prepay the Obligations as required by this Section 2.12(a). Any such prepayment shall be applied in accordance with respect thereto to prepay outstanding Loanssubsection (d) of this Section. (b) Subject No later than the Business Day following the date of receipt by the Borrower or any of its Subsidiaries of any proceeds from any issuance of Indebtedness by the Borrower or any of its Subsidiaries, the Borrower shall prepay the Obligations in an amount equal to paragraph all such proceeds, net of underwriting discounts and commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Borrower in connection therewith (fin each case, paid to non-Affiliates); provided that the Borrower shall not be required to prepay the Obligations with respect to proceeds of Indebtedness permitted under Section 7.1. Any such prepayment shall be applied in accordance with subsection (d) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding LoansSection. (c) Subject to paragraph (f) of this Section 2.12Commencing with the Fiscal Year ending December 31, 2020, no later than the later of five (i5) 120 days Business Days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the Borrower’s annual audited financial statements with respect for such Fiscal Year are required to such period are be delivered pursuant to Section 5.04(a5.1(a), the Borrower shall prepay outstanding Loans the Obligations in an aggregate principal amount equal to (i) the Required Prepayment Applicable ECF Percentage of multiplied by Consolidated Excess Cash Flow for minus (ii) voluntary repayments of the fiscal year then endedLoans (to the extent such repayment is not financed with the proceeds of Indebtedness) pursuant to Section 2.11 (excluding repayments of Revolving Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments) actually made during the applicable Fiscal Year or prior to the date that such prepayment is due and payable in respect of the then-existing Fiscal Year (but without duplication of any voluntary prepayment applied to reduce Consolidated Excess Cash Flow in any other Fiscal Year). Any such prepayment shall be applied in accordance with subsection (d) of this Section. Any such prepayment shall be accompanied by a certificate signed by a Responsible Officer certifying in reasonable detail the manner in which Consolidated Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance reasonably satisfactory to the Administrative Agent. (d) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 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. (e) Notwithstanding the foregoing, any 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to subsection (a), (b) or (c) of this Section 2.15. (g) The Borrower shall deliver be applied as follows: first, to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Financial Officer ’s fees and reimbursable expenses then due and payable pursuant to any of the Borrower setting forth Loan Documents; second, to the principal balance of the Term Loans, until the same shall have been paid in reasonable detail full, pro rata to the calculation Lenders based on their Pro Rata Shares of the Term Loans, and applied to installments of the Term Loans in the inverse order of maturity; third, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; fourth, 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 fifth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of such prepayment any prepayments made pursuant to clauses second through fifth above, unless an Event of Default has occurred and is continuing and the Required Revolving Lenders so request. (iie) If at any time the aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment dateSection 2.8 or otherwise, the Type of each Loan being prepaid Borrower shall immediately repay the Swingline Loans and the principal Revolving Loans in an amount of each Loan (or portion thereof) equal to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15such excess, but shall otherwise be without premium or penalty, and shall be accompanied by together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each prepayment shall be applied as follows: first, to the principal 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 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 an amount equal to be prepaid to but excluding the date of paymentsuch excess plus any accrued and unpaid fees thereon.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not later than Unless the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, Required Lenders and the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12otherwise agree, in the event and if on each occasion that an Specified Equity Issuance occurs, any date the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from any sale by the issuance or incurrence of Indebtedness for money borrowed Borrower of any Loan Party or Common Units (including any subsidiary of a Loan Party (other than any cash proceeds Common Units arising from the issuance conversion of Class B Units or renewal of Indebtedness permitted pursuant to Section 6.01Subordinated Units into Common Units), Subordinated Units or Class B Units or from any redemption by WEG of any Acquired Interests, subject to the Borrower shallprovisions of Section 2.13(c), substantially simultaneously with (and in any event not later than on the third Business Day next following) after receipt by the receipt Borrower of such Net Cash Proceeds Proceeds, the Loans shall be prepaid by such Loan Party or such subsidiary, apply an amount equal to 10050% of such Net Cash Proceeds (or such greater percentage thereof as is required to prepay outstanding Loanscause the Loan to Value Ratio, after giving effect thereto, not to exceed 1.00 to 2.00). The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5. (eb) Notwithstanding Unless the foregoingRequired Lenders and the Borrower shall otherwise agree, if, for any Lender may electfiscal quarter of the Borrower (or, in the case of the initial period, the period commencing with the Closing Date and ending on September 30, 2003), there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Loans shall be prepaid by written notice an amount equal 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 its pro rata share Excess Cash Flow Percentage of such mandatory Excess Cash Flow. Subject to the provisions of Section 2.13(c), each such prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment made on a date (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time“Excess Cash Flow Application Date”), in each the case of prepayments in accordance with and as required by Section 2.13 respect of the First Lien Credit Agreement. If at first three quarters of a fiscal year, no later than fifty-five (55) days after the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount end of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing fiscal quarter and, in the case of prepayments in respect of the accepting Lenders. If fourth quarter of a fiscal year, no Lenders exercise later than one hundred (100) days after the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount end of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15fiscal quarter. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject to paragraph (fg) of this Section 2.122.13, not later than the third 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 received with respect thereto to prepay outstanding LoansLoans in accordance with Section 2.13(e). (b) Subject to paragraph (fg) of this Section 2.122.13, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% (or, if after giving effect to the use of the proceeds of such Equity Issuance, the Leverage Ratio would be less than 4.50 to 1.0, 25%) of the Net Cash Proceeds therefrom to prepay outstanding LoansLoans in accordance with Section 2.13(e); provided that no prepayment under this paragraph shall be required if after giving effect to the use of the proceeds of such Equity Issuance, the Leverage Ratio would be less than 3.50 to 1.0. (c) Subject to paragraph (fg) of this Section 2.122.13, no later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072006, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the Required Prepayment Percentage excess, if any, of (i) 50% of Excess Cash Flow for the fiscal year then endedended over (ii) Voluntary Prepayments made during such fiscal year; provided that (A) such percentage shall be reduced to 25% if the Leverage Ratio as of the end of such fiscal year was less than 4.50 to 1.00 and (B) no prepayment under this paragraph shall be required if the Leverage Ratio as of the end of such fiscal year was less than 3.50 to 1.00. (d) Subject to paragraph (fg) of this Section 2.122.13, 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 or Disqualified Stock of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness or Disqualified Stock permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth 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 LoansLoans in accordance with Section 2.13(e). (e) Notwithstanding Mandatory prepayments of outstanding Loans under this Agreement shall be allocated ratably among the foregoing, any Lenders that accept the same. Any Lender may elect, by written notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Loans required to be made by the Borrower pursuant to this Section 2.13, to decline all (but not less than alla portion) of its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such Any remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything The Borrower shall deliver to the contrary in this Section 2.12Administrative Agent, until at the Discharge time of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be each prepayment required under this Section 2.12 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 five Business Days prior written notice of such prepayment. Each notice of prepayment shall be required specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be madeprepaid; provided, except with respect to the portion (however, that, if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 2.13 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 2.13 shall be subject to Section 2.152.16, 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. (g) Notwithstanding anything in this Section 2.13 to the contrary, until all obligations under the First Lien Loan Documents shall have been paid in full, (i) no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.13 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement in accordance with Section 2.13(e) of the First Lien Credit Agreement, and (ii) the date by which any prepayment pursuant to this Section 2.13 shall be required to be made shall be the fifth Business Day following the date of determination that proceeds of the event giving rise to such mandatory prepayment may be applied to prepayments of the Loans in accordance with Section 2.13(e) of the First Lien Credit Agreement.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (ax) Subject with respect to paragraph any Prepayment Event of the type set forth in clause (fg) of this Section 2.12, not later than the third 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 received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12definition thereof, no later than the later earlier of (i) 120 45 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, Fiscal Quarter and (ii) the 10th day subsequent to the date on which of delivery of the financial statements described in Section 5.04(b), (y) with respect to such period are delivered pursuant to Section 5.04(aany Prepayment Event of the type set forth in clauses (a), (b) and (e) of the Borrower shall prepay outstanding Loans in an aggregate principal amount equal definition thereof, on or before the date (including on any date on or prior to the Required Prepayment Percentage No Call Period End Date) that is three (3) Business Days following the date of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in the event that receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any subsidiary date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of receipt by any Loan Party or of any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with such Prepayment Event (and in on any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds date thereafter on which any other proceeds subject thereto are received by such any Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans. (e) Notwithstanding the foregoing, any 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such timeParty), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in accordance with and as required by Section 2.13 the amount equal to one hundred percent (100%) of the First Lien Credit Agreement. If at proceeds (other than with respect to any Prepayment Event of the time type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any prepayment Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders2.01(d). If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of Any 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on a Prepayment Premium, if any, as provided in Section 2.02(d). For the principal amount sake of clarity, the foregoing shall not be deemed to be prepaid implied consent to but excluding the date of paymentany sale or other event or occurrence giving rise to a Prepayment Event.

Mandatory Prepayments. (ai) Subject If, subsequent to paragraph (f) of this Section 2.12, not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset SaleEffective Date, the Borrower or any of its Subsidiaries shall apply issue (A) the Take-Out Securities, (B) any other Debt (other than Debt Incurred pursuant to Section 9.02(b) excluding the Senior Notes) or (C) Equity Interests (other than Equity Interests of a Subsidiary issued to the Borrower or any Wholly-Owned Subsidiary of the Borrower), an amount equal to 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loansthereof shall be promptly applied toward the prepayment of the Loans as provided in Section 3.05(d) below. (bii) If, subsequent to the Effective Date, the Borrower or any of its Subsidiaries shall have any Excess Proceeds (as defined in Section 9.11(b)), the Borrower shall make an Asset Disposition Offer in accordance with Section 9.11(b). (iii) Subject to paragraph (fSection 3.04(c)(iv) of this Section 2.12the Senior Credit Agreement as in effect on the date hereof, in the event and if, for each period of six consecutive months commencing on each occasion that an Specified Equity Issuance occursJanuary 1, 2008, there shall be Excess Cash Flow, the Borrower shall, substantially simultaneously with (and in any event not later than on the third Business Day next following) the occurrence relevant Excess Cash Flow Application Date, apply 100% of such Specified Equity Issuance, apply 50% Excess Cash Flow toward the prepayment principal and interest on of the Net Loans and the Exchange Notes as provided in Section 3.05(c) and (d) below. Each such prepayment shall be made on a date (an “Excess Cash Proceeds therefrom to prepay outstanding Loans. (cFlow Application Date”) Subject to paragraph (f) of this Section 2.12, no later than ten days after the later earlier of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect of the Borrower referred to such period are delivered pursuant to in Section 5.04(a8.01(a) or (b), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal as applicable, for each quarter ending June 30 (commencing June 30, 2008) and for each fiscal year (commencing fiscal year ending December 31, 2008), are required to be delivered to the Required Prepayment Percentage of Excess Cash Flow for Lenders and (ii) the fiscal year then endeddate such financial statements are actually delivered. (div) Subject to paragraph (f) of this Section 2.12, in the event that any Loan Party or any subsidiary of a Loan Party The Borrower 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 the issuance or renewal of Indebtedness permitted pursuant to Section 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. (e) Notwithstanding the foregoing, any Lender may elect, by written notice to give the Administrative Agent (which shall promptly notify each Lender) at the time and in the manner specified least three (3) Business Days’ prior notice (or such shorter period agreed to by the Administrative Agent) or, to decline all (but not less than all) telephone notice promptly confirmed in writing of its pro rata share of such mandatory each prepayment of its Loans in whole or in part pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, 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 paymentand amount thereof.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (ax) Subject with respect to paragraph any Prepayment Event of the type set forth in clause (fg) of this Section 2.12, not later than the third 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 received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12definition thereof, no later than the later earlier of (i) 120 45 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, Fiscal Quarter and (ii) the 10th day subsequent to the date on which of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to such period are delivered pursuant to Section 5.04(aany Prepayment Event of the type set forth in clauses (a), (b) and (e) of the Borrower shall prepay outstanding Loans in an aggregate principal amount equal definition thereof, on or before the date (including on any date on or prior to the Required Prepayment Percentage No Call Period End Date) that is three (3) Business Days following the date of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in the event that receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any subsidiary date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of receipt by any Loan Party or of any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with such Prepayment Event (and in on any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds date thereafter on which any other proceeds subject thereto are received by such any Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans. (e) Notwithstanding the foregoing, any 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such timeParty), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in accordance with and as required by Section 2.13 the amount equal to one hundred percent (100%) of the First Lien Credit Agreement. If at proceeds LEGAL02/39661241v2LEGAL02/39709302v6 (other than with respect to any Prepayment Event of the time type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any prepayment Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders2.01(d). If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of Any 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on a Prepayment Premium, if any, as provided in Section 2.02(d). For the principal amount sake of clarity, the foregoing shall not be deemed to be prepaid implied consent to but excluding the date of paymentany sale or other event or occurrence giving rise to a Prepayment Event.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not later than the third 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 received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days Within seven (7) Business Days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are have been delivered pursuant to Section 5.04(a6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay outstanding Loans in cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% of the amount equal to Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) all voluntary prepayments (including pursuant to debt buybacks made by the Borrower in an amount equal to the Required Prepayment Percentage discounted amount actually paid in respect thereof) of Term Loans (but excluding any voluntary prepayments financed the proceeds of an incurrence or issuance of other Indebtedness of the Borrower or its Subsidiaries) prior to the making of such Excess Cash Flow payment (including payments made after the end of the fiscal year covered by the relevant financial statements); provided that prepayments pursuant to this Section 2.03(b)(i) shall only be required if the amount of Excess Cash Flow for the such fiscal year then ended. is greater than $2,500,000. (dii) Subject to paragraph (fA) of this Section 2.12, in If following the event that any Loan Party Closing Date (x) the Borrower or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed Restricted Subsidiary Disposes of any Loan Party property or any subsidiary of a Loan Party assets (other than any cash proceeds from Disposition of (I) any Specified Property (whether such Disposition is direct or indirect) or (II) any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the issuance extent constituting a Disposition to a Loan Party), (e), (f), (g), (i), (j), (m), (n) and (p)) or renewal (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Indebtedness permitted pursuant to Section 6.01)Net Cash Proceeds, the Borrower shallshall make a prepayment, substantially simultaneously in accordance with Section 2.03(b)(ii)(F), of an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.03(b)(ii)(A) (and in any event not later than the third Business Day next followingI) the receipt with respect to such portion of such Net Cash Proceeds by that the Borrower shall have, on or prior to such Loan Party or such subsidiarydate, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans. (e) Notwithstanding the foregoing, any Lender may elect, by given 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 its pro rata share of such mandatory prepayment of its Loans pursuant intent to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case reinvest in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types 2.03(b)(ii)(B) or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then (II) until the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of Net Cash Proceeds not reinvested in accordance with Section 2.03(b)(ii)(B) within the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect time periods set forth therein and not previously applied to such mandatory prepayment, the amount of such mandatory a prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of exceeds $1,000,000 for any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, 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.-64-

Mandatory Prepayments. (ai) Subject to paragraph Section 2.16, Borrower shall pay to the Administrative Agent, for the account of the Term Loan Lenders, on each March 31, June 30, September 30 and December 31, beginning with December 31, 2018, or if any such date is not a Business Day, on the immediately following Business Day, a principal amount of the Term Loans equal to 1.25% (fi.e., 5.00% per annum) of the initial aggregate principal amount of such Term Loans (as adjusted from time to time pursuant to this Section 2.122.7), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. To the extent not later than previously irrevocably paid in full in cash, all Term Loans shall be due and payable on the third 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 received with respect thereto to prepay outstanding LoansTerm Loan Maturity Date. (bii) Subject to paragraph Borrower shall (fA) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occursdate the Revolving Credit Commitments are reduced pursuant to Section 2.13, prepay the Borrower shallRevolving Loans and Swing Loans by the amount, substantially simultaneously with (and in any event not later than if any, necessary to reduce the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% sum of the Net Cash Proceeds therefrom aggregate principal amount of Revolving Loans and Swing Loans then outstanding to prepay outstanding Loans. (c) Subject the amount to paragraph (f) of this Section 2.12, no later than which the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, Revolving Credit Commitments have been so reduced and (iiB) the 10th day subsequent to the on each date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)sum of the aggregate outstanding principal amount of Revolving Loans and Swing Loans exceeds the aggregate Revolving Credit Commitment, prepay the Borrower shall prepay outstanding Revolving Loans and Swing Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then endedsuch excess. (diii) Subject to paragraph Not later than five (f5) Business Day following the receipt of this Section 2.12, in the event that any Net Cash Proceeds of any Debt Issuance by any Loan Party or of any subsidiary Equity Issuance by any Loan Party, Borrower shall make prepayments in accordance with Section 2.7(b)(vi) in an aggregate principal amount equal to 100% of a Loan Party shall receive such Net Cash Proceeds. (iv) Not later than five (5) Business Days following the receipt of any Net Cash Proceeds from of any Asset Sale in excess of $25,000,000 by any Loan Party, Borrower shall apply an amount equal to 100% of such Net Cash Proceeds in excess of $25,000,000 to make prepayments in accordance with Section 2.7(b)(vi); provided, however, that with respect to any Net Cash Proceeds realized under an Asset Sale described in this Section 2.7(b)(iv), at the issuance election of Borrower (as notified by Borrower to the Administrative Agent in writing on or incurrence prior to the date of Indebtedness for money borrowed such Asset Sale), and so long as no Event of Default shall have occurred and be continuing, Borrower or other Loan Party may reinvest all or any portion of such Net Cash Proceeds in fixed or capital assets of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01)Party, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) so long as within 365 days after the receipt of such Net Cash Proceeds by such reinvestment transactions shall have been consummated (which Borrower shall deliver to the Administrative Agent a certificate from a Financial Officer setting forth the estimates of the proceeds to be so expended and a description of the intended use of such proceeds); provided that, if Borrower or such other Loan Party enters into binding definitive agreements to reinvest such Net Cash Proceeds in operating assets of any Loan Party within 365 days of the receipt thereof, such Loan Party thereof shall be permitted to consummate such reinvestment on or prior to the date that is 180 days after the date on which such subsidiarybinding definitive documents are entered into; and provided further, however, that any Net Cash Proceeds not reinvested in accordance with the terms of, and within the time frames set forth in, this Section 2.7(b)(iv) shall be promptly applied to the prepayment of the Loans as set forth in this Section 2.7(b)(iv). (v) Not later than five (5) Business Days following the receipt of any Net Cash Proceeds from a Casualty Event by any Loan Party, Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans. make prepayments in accordance with Section 2.7(b)(vi); provided that Borrower shall not be required to make a prepayment in accordance with this Section 2.7(b)(v) if and to the extent that Borrower elects (e) Notwithstanding the foregoing, any Lender may elect, as notified by written notice Borrower to the Administrative Agent at in writing within 15 days after the time date of such Casualty Event), and in the manner specified by the Administrative Agentso long as no Event of Default shall have occurred and be continuing, to decline all (but not less use such Net Cash Proceeds to repair, replace or restore any Property in respect of which such Net Cash Proceeds were paid or to reinvest in fixed or capital assets of any Loan Party, no later than all) 365 days following the date of its pro rata share receipt of such mandatory prepayment of its Loans pursuant to this Section 2.12 proceeds (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) Agent a certificate signed by from a Financial Officer setting forth the estimates of the proceeds to be so expended and a description of the intended use of such proceeds); provided further that, if Borrower setting or such other Loan Party enters into binding definitive agreements to reinvest such Net Cash Proceeds in operating assets of any Loan Party within 365 days of the receipt thereof, such Loan Party thereof shall be permitted to consummate such reinvestment on or prior to the date that is 180 days after the date on which such binding definitive documents are entered into; and provided further, however, that any Net Cash Proceeds not applied or reinvested in accordance with the terms of, and within the time frames set forth in, this Section 2.10(b)(v) shall be promptly applied to the prepayment of the Loans as set forth in 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment2.10(b)(v).

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not Not later than the third 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 received with respect thereto to prepay outstanding LoansLoans in accordance with Section 2.13(e). (b) Subject to paragraph (f) of this Section 2.12, in In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% (or, if after giving effect to the use of the proceeds of such Equity Issuance, the Leverage Ratio would be less than 4.50 to 1.0, 25%) of the Net Cash Proceeds therefrom to prepay outstanding LoansLoans in accordance with Section 2.13(e); provided that no prepayment under this paragraph shall be required if after giving effect to the use of the proceeds of such Equity Issuance, the Leverage Ratio would be less than 3.50 to 1.0. (c) Subject to paragraph (f) of this Section 2.12, no No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072006, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the Required Prepayment Percentage excess, if any, of (i) 50% of Excess Cash Flow for the fiscal year then endedended over (ii) Voluntary Prepayments made during such fiscal year; provided that (A) such percentage shall be reduced to 25% if the Leverage Ratio as of the end of such fiscal year was less than 4.50 to 1.00 and (B) no prepayment under this paragraph shall be required if the Leverage Ratio as of the end of such fiscal year was less than 3.50 to 1.00. (d) Subject to paragraph (f) of this Section 2.12, in 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 or Disqualified Stock of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness or Disqualified Stock permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third fifth 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 LoansLoans in accordance with Section 2.13(e). (e) Notwithstanding Mandatory prepayments of outstanding Loans under this Agreement shall be allocated ratably among the foregoing, any Lenders that accept the same and applied pro rata against the remaining scheduled installments of principal due in respect of the Loans of such Lenders under Section 2.11. Any Lender may elect, by written notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Loans required to be made by the Borrower pursuant to this Section 2.13, to decline all (but not less than alla portion) of its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such Any remaining Declined Proceeds shall be applied first, as may be retained required pursuant to the mandatory prepayment provisions of the Second Lien Credit Agreement and second, as determined by the Borrower. (f) Notwithstanding anything The Borrower shall deliver to the contrary in this Section 2.12Administrative Agent, until at the Discharge time of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be each prepayment required under this Section 2.12 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 five Business Days prior written notice of such prepayment. Each notice of prepayment shall be required specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be madeprepaid; provided, except with respect to the portion (however, that, if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 2.13 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 2.13 shall be subject to Section 2.152.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject to paragraph (fSection 2.13(e) of this Section 2.12the Term Loan Agreement, from and after the Discharge of Term Loan Obligations, not later than the third fifth Business Day following (i) the receipt of Net Cash Proceeds in respect by any Loan Party from any Asset Sale or (ii) the receipt of Net Cash Proceeds by any Loan Party as a result of the occurrence of any Asset SaleRecovery Event, the Borrower shall (or shall cause such other applicable Loan Party to) apply 100% the Required Prepayment Percentage of the Net Cash Proceeds received with respect thereto to prepay outstanding Loansin accordance with Section 2.14(b). (b) Subject to paragraph (fSection 2.13(e) of this Section 2.12the Term Loan Agreement, from and after the Discharge of Term Loan Obligations, in the event and on each occasion that an Specified Equity Issuance occursany Loan Party shall receive Net Cash Proceeds from the issuance or other incurrence of Indebtedness for borrowed money of such Loan Party (other than Indebtedness permitted pursuant to Section 6.01 (excluding Indebtedness provided by Persons other than the Sponsors pursuant to Section 6.01(l))), the Borrower shallshall (or shall cause such other applicable Loan Party to), substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 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 subsidiaryParty, apply an amount equal to 100% the Required Prepayment Percentage of such Net Cash Proceeds to prepay outstanding Loansin accordance with Section 2.14(b). (ec) Notwithstanding the foregoing, any Lender may elect, by written notice Subject to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than allSection 2.13(e) of its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amountsthe Term Loan Agreement, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time from and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until after the Discharge of First Lien Obligations shall have occurredTerm Loan Obligations, commencing with the Fiscal Year in which the Full Opening Date occurs and for each Fiscal Year thereafter, no mandatory prepayments later than the earlier of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to (i) 125 days after the portion (if any) end of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest PeriodsFiscal Year, and if some but not all Lenders shall have accepted such mandatory prepayment, then (ii) five (5) days after the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of date on which the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, financial statements with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that Fiscal Year are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower delivered pursuant to Section 2.155.01(c), the Borrower shall apply in accordance with Section 2.14(b), an amount equal to (A) the Required Prepayment Percentage of Consolidated Excess Cash Flow for (x) in the case of the first prepayment under this clause (c), to the extent made in respect of the Fiscal Year in which the Full Opening Date occurs, the period commencing on the first day of the first full Fiscal Quarter occurring after the Full Opening Date through the last day of such Fiscal Year, or (y) in the case of each other prepayment under this clause (c), the Fiscal Year then ended, minus (B) the aggregate principal amount of voluntary repayments of Loans made with internally generated cash flow during the Fiscal Year, minus (C) the Regulatory Cash Amount. (gd) The Borrower shall deliver to the Administrative Agent, (i) at the time of each prepayment required under this Section 2.122.13, (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 days (3) Business Days prior written notice of any such prepaymentpre-payment. Each notice of prepayment In the event that the Borrower shall specify determine that the prepayment date, actual amount prepaid was less than the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) required to be prepaid. All prepayments of Borrowings under this , the Borrower shall promptly apply such excess amount in accordance with Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty2.14(b), and the Borrower shall be accompanied by accrued and unpaid interest on concurrently therewith deliver to the principal amount to be prepaid to but excluding Administrative Agent a certificate of a Financial Officer demonstrating the date derivation of paymentsuch excess.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall make an offer to the Lenders by notice to the Agent to apply 100% of the such Net Cash Proceeds received with respect thereto to prepay outstanding LoansLoans in accordance with paragraphs (g) and (h) below. (b) Subject to paragraph (f) of this Section 2.12, in the event If and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, make an offer to the Lenders by notice to the Agent to apply 50% of the Net Cash Proceeds therefrom to prepay outstanding LoansLoans in accordance with paragraphs (g) and (h) below. (c) Subject to paragraph (f) of this Section 2.12, no No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period any fiscal year, commencing with the fiscal year ending December 31, 2007, are delivered pursuant to Section 5.04(a), the Borrower shall make an offer to the Lenders by notice to the Agent to prepay outstanding Loans in accordance with paragraphs (g) and (h) below in an aggregate principal amount equal to the Required Prepayment Percentage 100% of Excess Cash Flow for such fiscal year; provided that if the Available Cash as of the last day of such fiscal year then endedwould have been less than $20,000,000 if 100% of Excess Cash Flow for such fiscal year had been applied to prepay Loans or Second Lien Loans on such last day, the amount required to be offered to prepay outstanding Loans will be reduced by an amount equal to such shortfall. (d) Subject to paragraph (f) of this Section 2.12, in the event that If 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 the issuance or renewal of Indebtedness permitted pursuant to Section 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, make an offer to the Lenders by notice to the Agent to apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding LoansLoans in accordance with paragraphs (g) and (h) below. (e) Notwithstanding Not later than the foregoingthird Business Day following the receipt of Net Cash Proceeds in respect of any Extraordinary Receipts, the Borrower shall make an offer to the Lenders by notice to the Agent to apply 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with paragraphs (g) and (h) below. (f) Mandatory prepayments of outstanding Loans under this Agreement shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Loans. (g) Within three Business Days after the Agent receives notice of an offer from the Borrower under paragraphs (a), (b), (c), (d) or (e) of this Section, any Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to accept or decline all (but not less than alla portion) of its pro rata share of such mandatory prepayment; provided that any failure by a Lender to give such notice shall be deemed to an acceptance of such prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, amounts being called the “Declined ProceedsAmounts”). Any On the fourth Business Day after the Agent receives notice of such an offer from the Borrower, the Borrower shall pay all amounts which are not Declined Proceeds Amounts and shall be offered offer the Declined Amounts to the Lenders not so declining such prepayment (with such non-declining Lenders having the right to accept or decline any prepayment with Declined Proceeds at the time and Amounts in the manner specified by the Administrative Agent, it being agreed that any such Lender may accept an amount in excess of its pro rata share of the Declined Amounts up to the principal amount of its outstanding Loans, subject to pro-ration as set forth below). To Such non-declining Lenders must accept or decline the extent Declined Amounts so offered within one Business Day at which time the Declined Amounts accepted by such non-declining Lenders elect shall be paid by the Borrower to decline their pro rata shares of the Lenders accepting such Declined Proceeds, such amounts within one Business Day following acceptance (ratably in accordance with the amounts accepted by them) and any remaining Declined Proceeds Amounts shall be applied as may be retained by required pursuant to the Borrowermandatory prepayment provisions of the Second Lien Credit Agreement. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (gi) The Borrower shall deliver to the Administrative Agent, at the time of each offer to make a prepayment required under this Section 2.12Section, (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 prepaymentbe offered. Each notice of prepayment offer shall specify the proposed prepayment date, the Type of each Loan Borrowing being prepaid and the principal amount of each Loan Borrowing (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, 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. (ii) In connection with any optional prepayments by the Borrower of the Loans pursuant to Section 2.11, any optional prepayment thereof shall be applied first to ABR Borrowings to the full extent thereof before application to Eurodollar Borrowings, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (iii) In connection with any mandatory prepayments by the Borrower of the Loans pursuant to this Section, such prepayments shall be applied on a pro rata basis to the then outstanding Loans being prepaid irrespective of whether such outstanding Loans are ABR Loans or Eurodollar Loans; provided that if no Lender exercises the right to decline a mandatory prepayment of the Loans pursuant to paragraph (g) of this Section, then, such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not Not later than the third Business Day following the receipt of Net Cash Proceeds in respect completion of any Permitted Asset SaleDisposal (excluding those under Section 5.07(c)), the Borrower shall apply prepay Term Debt in accordance with Section 2.13(g) by an amount equal to 100% of the Net Cash Disposal Proceeds received with respect thereto thereto; provided, however, that (i) the Net Disposal Proceeds received with respect to prepay outstanding Loansany Permitted Asset Disposal that are deposited into an Investment Account pursuant to Section 5.07(b) shall not be required to be so applied and (ii) up to US$75,000,000 of the Gelatin Proceeds shall not be required to be so applied. (b) Subject to paragraph (f) of this Section 2.12, in In the event and on each occasion that an Specified Equity Issuance occursoccurs (other than (i) one or more Equity Issuances the Net Cash Proceeds of which (A) do not exceed US$100,000,000 in the aggregate and (B) are used to finance (1) the Transactions on or prior to the consummation of the Transactions or (2) the NZDF Acquisition prior to the first anniversary of the Closing Date and (ii) the exercise of the August 2003 Options), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply prepay Term Debt in accordance with Section 2.13(g) by an amount equal to 50% of the Net Cash Proceeds therefrom therefrom; provided, however, that (A) such amount shall be reduced to prepay outstanding Loans25% if the Prepayment Leverage Ratio after giving effect to such Equity Issuance and the use of the proceeds thereof is less than 3.25 to 1.00 but equal to or greater than 3.00 to 1.00 and (B) no such Net Cash Proceeds shall be required to be so applied if the Prepayment Leverage Ratio after giving effect to such Equity Issuance is less than 3.00 to 1.00; provided further that the Borrower may elect, by written notice to the Administrative Agent on or prior to the date of the receipt thereof, to use such Net Cash Proceeds within 90 days of the receipt thereof to finance Permitted Acquisitions, subject to Section 5.09(a) (it being understood that any Net Cash Proceeds not so used within such 90-day period shall be immediately applied thereafter pursuant to this paragraph). (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in In the event that any Loan Party or any subsidiary of a Loan Party Group Member shall receive Net Cash Proceeds from the issuance or incurrence other disposition of Financial Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party Group Member (other than any cash proceeds from the issuance or renewal of Financial Indebtedness for money borrowed permitted pursuant to Section 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 subsidiaryGroup Member, apply prepay Term Debt in accordance with Section 2.13(g) by an amount equal to 100% of such Net Cash Proceeds. (d) In the event that any Group Member shall receive Net Cash Proceeds from the issuance or other disposition of Permitted Subordinated Debt, 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 Group Member, prepay Term Debt in accordance with Section 2.13(g) by an amount equal to prepay outstanding Loans100% of such Net Cash Proceeds; provided, however, that (i) such amount shall be reduced to 50% if the Prepayment Leverage Ratio after giving effect to such issuance or other disposition and the use of the proceeds thereof is less than 3.25 to 1.00 but equal to or greater than 2.50 to 1.00 and (ii) no such Net Cash Proceeds shall be required to be so applied if the Prepayment Leverage Ratio after giving effect to such issuance or other disposition is less than 2.50 to 1.00. (e) Notwithstanding No later than 60 days after the foregoingend of each calendar year, any Lender may electcommencing with the calendar year ending on December 31, by written notice 2003, the Borrower shall prepay Term Debt in accordance with Section 2.13(g) in an aggregate principal amount equal to (i) 100% of Free Cash Flow for the Administrative Agent calendar year then ended if the Senior Leverage Ratio at the time and in end of such calendar year shall have been equal to or greater than 3.01 to 1.00, (ii) 75% of Free Cash Flow for the manner specified by calendar year then ended if the Administrative Agent, to decline all (but not Senior Leverage Ratio at the end of such calendar year shall have been less than all3.01 to 1.00 but equal to or greater than 2.76 to 1.00, (iii) 50% of its pro rata share Free Cash Flow for the calendar year then ended if the Senior Leverage Ratio at the end of such mandatory prepayment calendar year shall have been less than 2.76 to 1.00 but equal to or greater than 2.51 to 1.00 and (iv) 25% of its Loans pursuant Free Cash Flow for the calendar year then ended if the Senior Leverage Ratio at the end of such calendar year shall have been less than 2.51 to this Section 2.12 (such declined amounts, the “Declined Proceeds”)1.00 but equal to or greater than 2.01 to 1.00. Any Declined Proceeds No Free Cash Flow for a calendar year shall be offered required to be so applied if the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds Senior Leverage Ratio at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares end of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrowercalendar year shall have been less than 2.01 to 1.00. (f) Notwithstanding anything to In the contrary in this Section 2.12, until the Discharge event that any Group Member shall receive proceeds of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) an insurance claim as a result of the proceeds loss, damage or destruction of any property of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest PeriodsGroup, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably proceeds that the Group has received over the then current Financial Year exceeds A$10,000,000 (calculated, to each outstanding Borrowing the extent that proceeds are received in currencies other than Australian dollars, at the Spot Rate on the date of receipt), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such proceeds by such Group Member, prepay Term Debt in accordance with Section 2.13(g) by an amount equal to 100% of such proceeds, except to the extent that (i) a Group Member has already applied funds from other sources or (ii) such proceeds are applied within 180 days (or if Parent can demonstrate to the reasonable satisfaction of the accepting Lenders. If no Lenders exercise Administrative Agent that the right proceeds will be so applied within a longer period, such longer period agreed to waive a given mandatory prepayment by the Administrative Agent) after receipt, in each case towards reinstatement or replacement of the Loans pursuant lost, damaged or destroyed property, or to Section 2.12(e), then, with meet a liability in respect to of which such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15proceeds were received. (g) Mandatory prepayments of Term Debt pursuant to this Section 2.13 shall be allocated pro rata among the Loans (including the Incremental Loans), the TLB Tranche 2 Loans and the Term Debentures (as determined by the facility agent party to the Senior Funding Agreement) and, in respect of the portion of such prepayment allocated to the Loans (including the Incremental Loans) and subject to paragraph (i) below, shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Loans under Section 2.11 and the remaining installments of principal due in respect of the Incremental Loans. (h) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.122.13, (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 days days' prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid date and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 2.13 shall be subject to Section 2.152.16, but shall otherwise be without premium or penalty, . (i) So long as (i) any Term Debentures or TLB Tranche 2 Loans remain outstanding and shall (ii) any mandatory prepayment required under this Section 2.13 would also be accompanied by accrued and unpaid interest on the principal amount required to be prepaid used to but excluding prepay Term Debentures under clause 8.2 of the date Term A Facility Agreement or TLB Tranche 2 Loans under Section 2.13 of paymentthe TLB Tranche 2 Credit Agreement, any Lender or, to the extent so provided in the applicable Incremental Loan Assumption Agreement, any Incremental Lender, may elect, by notice to the Administrative Agent in writing no later than 3:00 p.m., New York City time, at least two Business Days prior to any prepayment of Loans or Incremental Loans required to be made by the Borrower for the account of such Lender pursuant to this Section 2.13, to cause all or a portion of such prepayment to be applied instead to prepay pro rata the Paid Up Amount of Term Debentures in accordance with the terms of the Term A Facility Agreement and the TLB Tranche 2 Loans in accordance with the terms of the TLB Tranche 2 Credit Agreement.

Mandatory Prepayments. (a) Subject In the event of any termination of the entire Commitment, the Borrower shall, on the date of such termination, repay or prepay all outstanding Borrowings. If, after giving effect to paragraph any partial reduction of the Commitment or at any other time, the aggregate principal amount of Loans (fwhich shall include any PIK Amount) would exceed the Commitment, then the Borrower shall, on the date of this Section 2.12such reduction or at such other time, not repay or prepay Borrowings in an amount sufficient to eliminate such excess. (b) Not later than the third 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 received with respect thereto to prepay outstanding Loans. (bc) Subject to paragraph (f) of this Section 2.12, in In the event and on each occasion that an Specified Equity Issuance, other than an Equity Issuance permitted pursuant to Section 6.12(a), occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50100% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in 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 the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the 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. (e) Notwithstanding In the foregoingevent that any Loan Party shall receive Net Cash Proceeds from any Extraordinary Receipt, any Lender may electsuch Loan Party shall, by written notice to the Administrative Agent at the time substantially simultaneously with (and in any event not later than the manner specified by third Business Day next following) the Administrative Agent, to decline all (but not less than all) of its pro rata share receipt of such mandatory prepayment of its Loans pursuant Net Cash Proceeds by such Loan Party, apply an amount equal to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares 100% of such Declined Proceeds, such remaining Declined Net Cash Proceeds may be retained by the Borrowerto prepay outstanding Loans. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative AgentLender, at the time of each prepayment required under this Section 2.122.11, (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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 2.11 shall be subject to Section 2.152.14, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (ai) Subject to paragraph Upon any Change of Control, (fA) of this Section 2.12, not later than the third Borrower shall prepay all Obligations within one (1) 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 received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% Change of Control and (B) the Net Cash Proceeds therefrom Commitments shall automatically be deemed to prepay outstanding Loansbe $0 without any further action by the Administrative Agent or the Lenders. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) If a Liquidity Event has occurred and has continued for thirty (30) consecutive days then (A) on the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), following Business Day the Borrower shall prepay outstanding Loans in an aggregate principal amount equal all Obligations and (B) the Commitments shall automatically be deemed to be $0 without any further action by the Required Prepayment Percentage of Excess Cash Flow for Administrative Agent or the fiscal year then endedLenders. (diii) Subject to paragraph (f) of this Section 2.12, in the event that If 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 Disposes of any Loan Party or any subsidiary of a Loan Party Property (other than any cash proceeds from Disposition of any Property permitted by Section 7.8(a) through (h)) which results in the issuance or renewal realization by such Person of Indebtedness permitted pursuant to Section 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 subsidiaryProceeds, apply an amount equal to Borrower shall deposit 100% of such Net Cash Proceeds into the Collection Account within one (1) Business Day of receipt thereof by such Person; provided, however, that the first $250,000 of such Net Cash Proceeds received in any fiscal year shall not be subject to the requirements set forth in this Section 2.8(d)(iii). CREDIT AGREEMENT – Page 65 (iv) Concurrently with the incurrence or issuance by any Loan Party of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to Section 7.1), Borrower shall prepay outstanding Loansthe Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an amount equal to one hundred percent (100%) of the Net Cash Proceeds thereof. (ev) Notwithstanding Upon any Extraordinary Receipt received by or paid to or for the foregoingaccount of any Loan Party, and not otherwise included in clause (i) of this Section 2.8(d), Borrower shall deposit 100% of such Net Cash Proceeds received therefrom in the Collection Account within one (1) Business Day of receipt thereof by such Loan Party; provided, however, that the first $[***] of such Extraordinary Receipts received in any Lender may elect, by written notice fiscal year shall not be subject to the Administrative Agent at the time and requirements set forth in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”2.8(d)(v). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (fvi) Notwithstanding anything All prepayments made pursuant to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such timeSections 2.8(d)(i), in each case in accordance with (ii) and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment (iv) shall be applied first to prepay any Protective Advances that may be outstanding and second to prepay the Revolving Credit Loans that are ABR Loans and to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15Cash Collateralize outstanding LC Obligations. (gvii) The Upon the occurrence of any event triggering the deposit or prepayment requirement under clauses (i) through (v) above, the Borrower shall deliver prompt written notice thereof to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount Agent and upon receipt 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 datenotice, the Type of each Loan being prepaid and Administrative Agent shall promptly so notify the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, 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 paymentLenders.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not Not later than the third fourth Business Day following the receipt by any Loan Party of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received by such Loan Party with respect thereto to prepay outstanding LoansLoans in accordance with Section 2.10(e). (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not No later than four Business days after the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31September 30, 20072011, and (ii) the 10th day subsequent to two Business Days after the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a5.04(b), the Borrower shall prepay outstanding Loans in accordance with Section 2.10(e) in an aggregate principal amount equal to the Required Prepayment positive difference of (x) the Applicable ECF Percentage of Excess Cash Flow for the fiscal year then endedended minus (y) the sum of (i) the principal amount of voluntary prepayments of Loans under Section 2.09, and (ii) any Payment Premiums paid with respect to such voluntary prepayments only to the extent not previously deducted in the calculation of Consolidated EBITDA for such fiscal year or in the determination of Excess Cash Flow for such fiscal year, in each case paid during such fiscal year but only to the extent that such prepayments are not financed with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or insurance proceeds. (dc) Subject to paragraph (f) of this Section 2.12, in 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 the issuance or renewal of Indebtedness permitted pursuant to under Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not no later than the third fourth Business Day next following) following the receipt of such Net Cash Proceeds by such Loan Party or such subsidiaryParty, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding LoansLoans in accordance with Section 2.10(e). (d) In the event that any Loan Party shall receive Net Cash Proceeds in respect of any Insurance Proceeds, the Borrower shall, no later than the fourth Business Day following the receipt of such Net Cash Proceeds by such Loan Party, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.10(e). (e) Mandatory prepayments of outstanding Loans under this Agreement shall be applied pro rata between the Loans and the Other Loans and applied pro rata against the remaining scheduled installments of principal due in respect of the Loans and the Other Loans under Sections 2.08(a)(i) and 2.08(a)(ii), respectively. (f) In connection with each prepayment required under this Section 2.10, the Borrower shall deliver to the Administrative Agent no later than noon (New York City time) at least four Business Days prior to such prepayment (for further distribution by the Administrative Agent to each Lender on the date of receipt thereof) a certificate signed by a Financial Officer of the Borrower, setting forth in reasonable detail the calculation of the amount of such prepayment, and a written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Loans under this Section 2.10 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (g) All repayments pursuant to this Section 2.10 shall be subject to Section 2.19, but shall otherwise be without premium or penalty. (h) Notwithstanding the foregoingforegoing provisions of this Section 2.10, (i) in the case of any Lender mandatory prepayment of the Loans, Lenders may electwaive, by written notice to the Administrative Agent at by no later than two Business Days prior to the time and in date on which such mandatory prepayment would otherwise be required to be made under this Section 2.10, the manner specified by right to receive the Administrative Agent, to decline all (but not less than all) of its pro rata share amount of such mandatory prepayment of its the Loans, and (ii) if any Lender or Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Loans of such Lender or Lenders shall be paid by the Borrower to the remaining non-waiving Lender or Lenders on a pro rata basis, in accordance with Section 2.10(i). (i) In connection with any mandatory prepayments by the Borrower of the Loans pursuant to this Section 2.12 (2.10, such declined amounts, the “Declined Proceeds”). Any Declined Proceeds prepayments shall be offered applied on a pro rata basis to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of then outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) being prepaid irrespective of the proceeds of the event giving rise to whether such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline are ABR Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and Loans; provided that if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to this Section 2.12(e)2.10, then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.152.19. (gj) The In addition to any other applicable provisions contained in the Borrower Mortgage, if (i) any loss of title or any loss of or damage to or any destruction of, or condemnation or other taking (including by any Governmental Authority) of, any portion of the Plant, occurs and the portion of the Plant subject to such loss, damage, destruction, condemnation or other taking is material to the operation, or income-producing capacity, of the Plant, and (ii) the Borrower reasonably believes such portion of the Plant can be repaired, replaced or restored in accordance with applicable laws within 180 days following the occurrence of such loss, damage, destruction, condemnation or other taking (or, if sooner, within 90 days prior to the Applicable Maturity Date), the Borrower shall deliver to the Administrative Agent (for further delivery to the Lenders), not later than the 90th day following the occurrence of such loss, damage, destruction, condemnation or other taking, plans and specifications, and such other documentation and information as shall be reasonably requested by the Collateral Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Financial Officer demonstrating that such portion of the Borrower setting forth Plant can be repaired, replaced or restored in reasonable detail the calculation of the amount of such prepayment and compliance with foregoing clause (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment).

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not Not later than the third Business Day following the receipt of Net Cash Proceeds (including, without limitation, insurance proceeds and condemnation awards) in respect of any Asset SaleSale (other than proceeds from any disposition, pursuant to one or more transactions, of any Specified Facility), the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding LoansTerm Loans in accordance with Section 2.13(e). (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans[Intentionally Omitted]. (c) Subject to paragraph (f) of this Section 2.12, no No later than the later earlier of (i) 120 10 days after the Borrower is or would be required to file a report Form 10-K with the Securities and Exchange Commission in compliance with the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (whether or not the Borrower is subject to such reporting requirements), and (ii) 95 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)2012, the Borrower shall prepay outstanding Term Loans in an aggregate principal amount equal to (1) if the Required Prepayment Percentage Borrower’s Leverage Ratio as at the end of such fiscal year is greater than 1.75:1.00, 50% of Excess Cash Flow for such fiscal year, or (2) if the Borrower’s Leverage Ratio as at the end of such fiscal year then endedis 1.75:1.00 or less, 25% of Excess Cash Flow for such fiscal year. (d) Subject to paragraph (f) of this Section 2.12, in 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 the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the 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 LoansTerm Loans in accordance with Section 2.13(e). (e) Notwithstanding the foregoing, any 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) Mandatory prepayments of its outstanding Term Loans under this Agreement shall be allocated pro rata share between the Term Loans and the Other Term Loans and applied, first to reduce the amortization obligations for the current year and then in order of such mandatory prepayment maturity against the remaining scheduled installments of its principal due in respect of the Term Loans pursuant to this Section 2.12 and the Other Term Loans under Sections 2.11(a)(i) and (such declined amountsii), the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrowerrespectively. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.122.13, (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 days prior written notice of such prepaymentprepayment to the extent then known. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 2.13 shall be subject to Section 2.152.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (ai) Subject No later than five Business Days after the date on which the financial statements with respect to paragraph each Fiscal Year of the Borrower Agent are required to be delivered pursuant to Section 5.01(c), commencing with the Fiscal Year ending on or about December 31, 2013, the Borrowers shall prepay outstanding Term Loans in an aggregate principal amount equal to (fA) 50.0% of Excess Cash Flow for the Fiscal Year then ended, minus (B) at the option of the Borrowers, (x) the aggregate principal amount of any Term Loans prepaid pursuant to Section 2.11(a) and (y) the aggregate principal amount of any loans or incremental loans under the Revolving Facility prepaid pursuant to Section 2.11 of the Revolving Loan Agreement (in the case of any such revolving loans prepaid as described under clauses (x) or (y), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments described under clauses (x) or (y), to the extent that such prepayments were not financed with the proceeds of other Indebtedness (other than revolving Indebtedness) of this Section 2.12the Borrowers or their Subsidiaries); provided that (1) such percentage of Excess Cash Flow shall be reduced to 25.0% of Excess Cash Flow if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of such Fiscal Year (but without giving effect to the payment required hereby) shall be less than or equal to 3.50 to 1.00, but greater than 2.50 to 1.00 and (2) such prepayment shall not be required if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of such Fiscal Year (but without giving effect to the payment required hereby) shall be less than or equal to 2.50 to 1.00. (ii) No later than the third fifth Business Day following the receipt of Net Cash Proceeds in respect of any Prepayment Asset SaleSale or Net Insurance/Condemnation Proceeds, in each case, in excess of (x) $10,000,000 in a single transaction or series of related transactions and (y) $15,000,000 in any Fiscal Year, the Borrower Borrowers shall apply an amount equal to 100% of the Net Cash Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such thresholds to prepay outstanding Term Loans; provided that if prior to the date any such prepayment is required to be made, the Borrower Agent notifies the Administrative Agent of its intention to reinvest such Net Proceeds or Net Insurance/Condemnation Proceeds in assets used or useful in the business of the Borrower Agent or any of its Subsidiaries (other than current assets, except to the extent acquired in connection with a Permitted Acquisition or another Investment in another Person under Section 6.07), then so long as no Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this clause (ii) in respect of such Net Proceeds or Net Insurance/Condemnation Proceeds to the extent such Net Proceeds or Net Insurance/Condemnation Proceeds are reinvested within 12 months following receipt thereof, or if the Borrower Agent or any of its Subsidiaries has entered into a binding contract to so reinvest such Net Proceeds or Net Insurance/Condemnation Proceeds during such 12-month period and such Net Proceeds or Net Insurance/Condemnation Proceeds are so reinvested within six months after the expiration of such 12-month period; provided, however, that if any Net Proceeds or Net Insurance/Condemnation Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrowers shall promptly prepay the Term Loans with the Net Proceeds or Net Insurance/Condemnation Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso); provided, further, that if at the time that any such prepayment would be required hereunder, either Borrower is required to offer to repurchase any other Indebtedness secured on a pari passu basis (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with Net Proceeds (such Indebtedness (or Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased, the “Other Applicable Indebtedness”), then such Borrower may apply such Net Proceeds or Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repurchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds or Net Insurance/Condemnation Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds or Net Insurance/Condemnation Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds or Net Insurance/Condemnation Proceeds shall be allocated to the Term Loans in accordance with the terms hereof), and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. Notwithstanding anything to the contrary contained above in the Section 2.11(b)(ii), (I) if, as a result of any Prepayment Asset Sale or any event giving rise to Net Insurance/Condemnation Proceeds, either Borrower or any of its Subsidiaries would be required to make an “offer to purchase” any Indebtedness in excess of the Threshold Amount (other than Other Applicable Indebtedness) pursuant to the terms thereof with (or on account of) any Net Proceeds or Net Insurance/Condemnation Proceeds to be reinvested as provided above prior to the expiry of the applicable reinvestment period above, the Borrowers shall apply an amount equal to such Net Proceeds or Net Insurance/Condemnation Proceeds to prepay Term Loans as otherwise required above in this Section 2.11(b)(ii) on the day immediately preceding the date of such required “offer to purchase” (without regard to the first proviso in the immediately preceding sentence) and (II) if, as a result of any Prepayment Asset Sale or any event giving rise to Net Insurance/Condemnation Proceeds, either Borrower or any of its Subsidiaries would be required to make an “offer to purchase” any Other Applicable Obligations pursuant to the terms of the documentation governing such Other Applicable Obligations with (or on account of) any Net Proceeds or Net Insurance/Condemnation Proceeds to be reinvested as provided above prior to the expiry of the applicable reinvestment period above, the Borrowers shall apply an amount equal to the Net Proceeds or Net Insurance/Condemnation Proceeds therefrom to repay or repurchase, as applicable, on a ratable basis, the Other Applicable Obligations and the Term Loans on the date of the consummation of any such “offer to purchase”. (biii) Subject to paragraph (f) of this Section 2.12, in In the event and on each occasion that an Specified Equity Issuance occursthe Borrower Agent or any of its Subsidiaries shall receive Net Proceeds from the issuance or incurrence of Indebtedness of the Borrower Agent or any of its Subsidiaries (other than with respect to Indebtedness permitted under Section 6.01, except to the extent constituting Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Term Loans in accordance with the requirements of Section 9.02(c)), the Borrower Borrowers shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next immediately following) the receipt of such Net Cash Proceeds by such Loan Party Borrower or such subsidiarySubsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans. (eiv) Notwithstanding any provision under this Section 2.11(b) to the foregoingcontrary, (A) any amounts that would otherwise be required to be paid by the Borrowers pursuant to Section 2.11(b)(i), (ii) or (iii) above shall not be required to be so prepaid to the extent any such Excess Cash Flow is generated by a Foreign Subsidiary, such Prepayment Asset Sale is consummated by a Foreign Subsidiary, such Net Insurance/Condemnation Proceeds are received by a Foreign Subsidiary or such Indebtedness is incurred by a Foreign Subsidiary, as the case may be, for so long as the repatriation to the United States of any such amounts would be prohibited under any Requirement of Law (the Borrower Agent hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions commercially reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow is permitted under the applicable Requirement of Law, such repatriation will be immediately effected and such repatriated Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent provided herein; and (B) if the Borrowers and the Subsidiaries determine in good faith that the repatriation to the United States of any amounts required to mandatorily prepay the Term Loans pursuant to Section 2.11(b)(i), (ii) or (iii) above would result in materially adverse tax consequences, taking into account any foreign tax credit or benefit actually realized in connection with such repatriation (such amount, a “Restricted Amount”), as reasonably determined by the Borrower Agent, the amount the Borrowers shall be required to mandatorily prepay pursuant to Section 2.11(b)(i), (ii) or (iii) above, as applicable, shall be reduced by the Restricted Amount until such time as it may repatriate to the United States such Restricted Amount without incurring such materially adverse tax liability; provided that, in the case of this clause (B), on or before the date on which any Net Proceeds or Net Insurance/Condemnation Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.11(b), (x) the Borrowers shall apply an amount equal to such Net Proceeds or Net Insurance/Condemnation Proceeds to such reinvestments or prepayments as if such Net Proceeds or Net Insurance/Condemnation Proceeds had been received by the Borrower Agent rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against it if such Net Proceeds or Net Insurance/Condemnation Proceeds had been repatriated to the United States by such Foreign Subsidiary or (y) such Net Proceeds or Net Insurance Condemnation Proceeds are applied to the repayment of Indebtedness of a Foreign Subsidiary; provided, further, that to the extent that the repatriation of any Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have a materially adverse tax consequence, an amount equal to the Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow, as applicable, not previously applied pursuant to preceding clauses (x) and (y), shall be promptly applied to the repayment of the Term Loans pursuant to Section 2.11(b) as otherwise required above (without regard to this clause (iv)). (v) Each Lender may elect, by written 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 Borrowers pursuant to this Section 2.11(b), to decline all (but not less than alla portion) of its pro rata share Applicable Percentage of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining ) in which case such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything Borrowers and shall be added to the contrary in this Section 2.12calculation of the Available Amount; provided that, until for the Discharge avoidance of First Lien Obligations shall have occurreddoubt, no mandatory prepayments Lender may reject any prepayment made under Section 2.11(b)(iii) above. If a Lender fails to deliver a notice of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) election declining receipt of the proceeds its Applicable Percentage of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in Administrative Agent within the First Lien Credit Agreement) at time frame specified above, any such time), in each case in accordance with and as required by Section 2.13 failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate total amount of such mandatory prepayment of Term Loans. (vi) All accepted prepayments under this Section 2.11(b) shall be allocated ratably to each outstanding Borrowing applied against the remaining scheduled installments of principal due in respect of the accepting Lenders. If no Lenders exercise Term Loans as directed by the right Borrower Agent (or, in the absence of direction from the Borrower Agent, to waive a given mandatory prepayment the remaining scheduled amortization payments in respect of the Term Loans pursuant to Section 2.12(ein direct order of maturity), then, with respect to and each such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans paid to the full extent thereof before application to Loans that are Eurodollar Loans Lenders in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15accordance with their respective Applicable Percentage. (gvii) The Borrower Agent shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.122.11(b), (i) a certificate signed by a Financial Responsible Officer of the Borrower Agent 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 such certificate shall specify the prepayment date, the Type of each Loan Borrowings being prepaid and the principal amount of each Loan Borrowing (or portion thereof) to be prepaid. Prepayments shall be accompanied by accrued interest as required by Section 2.13. All prepayments of Borrowings under this Section 2.12 2.11(b) shall be subject to Section 2.152.16, but shall otherwise be without premium or penalty, and shall be accompanied penalty (unless required by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentSection 2.12(c)).

Mandatory Prepayments. (ai) Subject to paragraph Upon any Change of Control, (fA) of this Section 2.12, not later than the third Borrower shall prepay all Obligations within one (1) 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 received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% Change of Control and (B) the Net Cash Proceeds therefrom Commitments shall automatically be deemed to prepay outstanding Loansbe $0 without any further action by the Administrative Agent or the Lenders. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) If a Liquidity Event has occurred and has continued for thirty (30) consecutive days then (A) on the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), following Business Day the Borrower shall prepay outstanding Loans in an aggregate principal amount equal all Obligations and (B) the Commitments shall automatically be deemed to be $0 without any further action by the Required Prepayment Percentage of Excess Cash Flow for Administrative Agent or the fiscal year then endedLenders. (diii) Subject to paragraph (f) of this Section 2.12, in the event that If 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 Disposes of any Loan Party or any subsidiary of a Loan Party Property (other than any cash proceeds from Disposition of any Property permitted by Section 7.8(a) through (h)) which results in the issuance or renewal realization by such Person of Indebtedness permitted pursuant to Section 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 subsidiaryProceeds, apply an amount equal to 100Borrower shall deposit [***]% of such Net Cash Proceeds into the Collection Account within one (1) Business Day of receipt thereof by such Person; provided, however, that the first $[***] of such Net Cash Proceeds received in any fiscal year shall not be subject to prepay outstanding Loansthe requirements set forth in this Section 2.8(d)(iii). (eiv) Notwithstanding Concurrently with the foregoingincurrence or issuance by any Loan Party of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to Section 7.1), any Lender may elect, by written notice Borrower shall prepay the Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an amount equal 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Net Cash Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrowerthereof. (fv) Notwithstanding anything Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party, and not otherwise included in clause (i) of this Section 2.8(d), Borrower shall deposit [***]% of such Net Cash Proceeds received therefrom in the Collection Account within one (1) Business Day of receipt thereof by such Loan Party; provided, however, that the first $[***] of such Extraordinary Receipts received in any fiscal year shall not be subject to the contrary requirements set forth in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory 2.8(d)(v). (vi) All prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required made pursuant to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such timeSections 2.8(d)(i), in each case in accordance with (ii) and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment (iv) shall be applied first to prepay any Protective Advances that may be outstanding and second to prepay the Revolving Credit Loans that are ABR Loans and to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15Cash Collateralize outstanding LC Obligations. (gvii) The Upon the occurrence of any event triggering the deposit or prepayment requirement under clauses (i) through (v) above, the Borrower shall deliver prompt written notice thereof to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount Agent and upon receipt 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 datenotice, the Type of each Loan being prepaid and Administrative Agent shall promptly so notify the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, 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 paymentLenders.

Mandatory Prepayments. There shall become due and payable and the Borrowers shall prepay the Second Lien Term Loan in the following amounts and at the following times: (ai) Subject commencing with the Fiscal Year following the Fiscal Year in which the First Lien Term Loan has been paid in full in cash (but, in any event, no earlier than the Fiscal Year ending December 31, 2005), and for so long as any portion of the Second Lien Term Loan remains outstanding, on the ninety-fifth (95th) day following the last day of each Fiscal Year, an amount equal to paragraph twenty five percent (f25%) of Excess Cash Flow, provided, that (i) until the Discharge of all First Lien Debt, such prepayment shall only be required to be made if the Net Borrowing Availability plus Available Cash, immediately before and immediately after giving effect thereto, is greater than or equal to $20,000,000 (as such Net Borrowing Availability is determined by reference to the most recent Borrowing Base Certificate delivered pursuant to this Agreement) and (ii) at such time as the Total Debt to Adjusted EBITDA Ratio calculated as of the last day of any Fiscal Year is less than 2.00 to 1.00 for such Fiscal Year, then no prepayment shall be required pursuant to this Section 2.1(c)(i) with respect to such Fiscal Year (in each such case, Total Debt to Adjusted EBITDA Ratio shall be determined by reference to the respective Compliance Certificate absent demonstrable error); (ii) on the date on which any Credit Party other than a Foreign Subsidiary (or Collateral Agent as loss payee or assignee thereof) receives any payment which constitutes Major Casualty Proceeds, an amount equal to the amount of such payment (except to the extent such Major Casualty Proceeds are required to be used to prepay or cash collateralize, as the case may be, the First Lien Loans pursuant to Section 2.1(e) of the First Lien Credit Agreement); provided, that such Credit Party, at its election, may either reinvest such payment within one hundred twenty (120) days after the date of receipt of such Major Casualty Proceeds or enter into a binding commitment to reinvest such payment within said one hundred twenty (120) days (provided such Credit Party subsequently consummates such reinvestment within one hundred eighty (180) days following the receipt of such Major Casualty Proceeds), in productive assets then used or usable in the business of such Credit Party, any Borrower or any Domestic Wholly-Owned Subsidiary of any Borrower; provided further, that the aggregate amount which may be reinvested by the Credit Parties pursuant to the preceding proviso may not exceed $1,000,000 in any Fiscal Year. If the applicable Credit Party does not intend to reinvest such payment, or if the time period set forth in this sentence expires without such Credit Party having reinvested such payment, the Borrowers shall prepay the Second Lien Term Loans in an amount equal to such payment; (A) promptly upon receipt by any Credit Party of the proceeds from the issuance and sale of any Debt securities or equity securities (other than (1) proceeds of Debt securities expressly permitted pursuant to Section 5.1, (2) proceeds of the issuance of equity securities by Holdings received on or before the Closing Date, (3) proceeds from the issuance of equity securities to employees or members of the management of any Credit Party, (4) proceeds of the issuance of equity securities to Holdings or any Subsidiary and (5) proceeds from the issuance of equity securities for the purpose described in clause (B) of this Section 2.122.1(c)(iii)), not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply an amount equal to one hundred percent (100% %) of the Net Cash Proceeds received with respect thereto of any such issuance and sale (except to the extent such Net Cash Proceeds are required to be used to prepay outstanding Loans. (b) Subject or cash collateralize, as the case may be, the First Lien Loans pursuant to paragraph (fSection 2.1(e) of this Section 2.12, the First Lien Credit Agreement) and (B) in the event the Credit Parties issue and on each occasion that sell equity securities in connection with the financing of any Permitted Acquisition or the repurchase of any "Series A-1 Preferred Stock" (as such term is defined in the Holdings Certificate of Designations), an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with amount equal to fifty percent (and in any event not later than the third Business Day next following50%) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom of any such issuance and sale (except, in each case, to the extent such Net Cash Proceeds are required to be used to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12or cash collateralize, no later than as the later of (i) 120 days after case may be, the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered First Lien Loans pursuant to Section 5.04(a2.1(e) of the First Lien Credit Agreement), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.; and (div) Subject to paragraph (f) of this Section 2.12, in the event that promptly upon receipt by 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 Credit Party (other than a Foreign Subsidiary) of the proceeds of any Asset Disposition (other than the Venturi Staffing Sale), an amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Asset Disposition (except to the extent the proceeds of such Asset Disposition are required to be used to prepay or cash proceeds from collateralize, as the issuance or renewal of Indebtedness permitted case may be, the First Lien Loans pursuant to Section 6.012.1(e) of the First Lien Credit Agreement); provided, that no prepayment shall be required pursuant to this Section 2.1(c)(iv) unless and until the aggregate Net Cash Proceeds received during any Fiscal Year (commencing after the Closing Date) from Asset Dispositions exceeds $1,000,000 (in which case all Net Cash Proceeds in excess of such amount shall be used to make prepayments pursuant to this Section 2.1(c)(iv)), and provided, that the Borrower shallrecipient of such Net Cash Proceeds may reinvest such Net Cash Proceeds, substantially simultaneously with within one hundred twenty (and in any event not later than 120) days after the third Business Day next followingdate of receipt of such Net Cash Proceeds or enter into a binding commitment to reinvest such payment within said one hundred twenty (120) days (provided such Credit Party subsequently consummates such reinvestment within one hundred eighty (180) days following the receipt of such Net Cash Proceeds by Proceeds), in replacement assets of a kind then used or usable in the business of such Loan Credit Party, any Borrower or any Domestic Wholly-Owned Subsidiary of any Borrower. If the applicable Credit Party does not intend to so reinvest such Net Cash Proceeds, or if the period set forth in the immediately preceding sentence expires without such subsidiaryCredit Party having reinvested such Net Cash Proceeds, apply Borrowers shall prepay the Second Lien Term Loans in an amount equal to 100% of such Net Cash Proceeds to prepay outstanding LoansProceeds. (e) Notwithstanding the foregoing, any 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject to paragraph (f) Immediately upon receipt by the Borrower or any of this Section 2.12, not later than the third Business Day following the receipt of Net Cash Proceeds in respect its Subsidiaries of any Asset Sale, proceeds in an aggregate amount exceeding $500,000 in any Fiscal Year from (A) any sale or disposition by the Borrower shall apply 100% or any of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. its Subsidiaries of any of its assets, or (bB) Subject to paragraph (f) of this Section 2.12any casualty insurance policies or eminent domain, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)condemnation or similar proceedings, the Borrower shall prepay outstanding Loans the Obligations in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 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 proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Borrower in connection therewith (in each case, paid to non-Affiliates); provided that the Borrower shall not be required to prepay outstanding Loans. the Obligations (ei) Notwithstanding with respect to proceeds from the foregoingsales of inventory in the ordinary course of business, any Lender may electand (ii) so long as no Default or Event of Default shall have occurred and be continuing at the time of the receipt of proceeds pursuant to this subsection (a) or at the proposed time of the reinvestment of such proceeds, by the Borrower shall have the option, upon written notice to the Administrative Agent Agent, directly or (x) in the case of proceeds received by a Loan Party, through one or more of its Subsidiaries that is a Loan Party or (y) in the case of proceeds received by a Subsidiary that is not a Loan Party, through one or more of its Subsidiaries, to reinvest such proceeds within three hundred sixty-five (365) days of receipt thereof in assets of the general type used in the business of the Borrower and its Subsidiaries so long as such proceeds received by a Loan Party are held in Controlled Accounts at Truist Bank or other accounts subject to Control Account Agreements until reinvested; provided that any funds that are committed to be reinvested during the initial three hundred sixty-five (365) days after the receipt of such proceeds but the reinvestment has not yet occurred by the end of such period, the Borrower and its Subsidiaries shall have an additional one hundred eighty (180) day period to consummate such reinvestment; provided, further, that if any such proceeds have not been reinvested at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share end of such mandatory prepayment of its Loans pursuant to additional period, the Borrower shall promptly prepay the Obligations as required by this Section 2.12 (such declined amounts, the “Declined Proceeds”2.12(a). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to in accordance with subsection (d) of this Section. (b) Immediately upon receipt by the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount Borrower or any of its Subsidiaries of any payments proceeds from any issuance or incurrence of Indebtedness by the Borrower or any of its Subsidiaries, the Borrower shall prepay the Obligations in an amount equal to 100% of such proceeds, net of costs and expenses related thereto; provided that the Borrower shall not be required to prepay the Obligations with respect to proceeds of Indebtedness permitted under Section 7.1. Any such prepayment shall be applied in accordance with subsection (d) of this Section. (c) [Reserved]. (d) Any prepayments made by the Borrower pursuant to subsection (a) or (b) of this Section 2.15. (g) The Borrower shall deliver be applied as follows: first, to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Financial Officer ’s fees and reimbursable expenses then due and payable pursuant to any of the Borrower setting forth Loan Documents; second, to the principal balance of the Term Loans, until the same shall have been paid in reasonable detail full, pro rata to the calculation Term Lenders based on their Pro Rata Shares of the Term Loans, and applied to installments of the Term Loans in the inverse order of maturity; third, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; fourth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Revolving Lenders based on their respective Revolving Commitments; and fifth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Revolving Lenders shall not be permanently reduced by the amount of such prepayment any prepayments made pursuant to clauses second through fifth above, unless an Event of Default has occurred and is continuing and the Required Revolving Lenders so request. (iie) If at any time the aggregate Revolving Credit Exposure of all Revolving Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment dateSection 2.8 or otherwise, the Type of each Loan being prepaid Borrower shall immediately repay the Swingline Loans and the principal Revolving Loans in an amount of each Loan (or portion thereof) equal to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15such excess, but shall otherwise be without premium or penalty, and shall be accompanied by together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each such prepayment shall be applied as follows: first, to the principal Swingline Loans to the full extent thereof; second, to the Base Rate Revolving Loans to the full extent thereof; and third, to the SOFR Revolving Loans to the full extent thereof. If, after giving effect to prepayment of all Swingline Loans and Revolving Loans, the aggregate Revolving Credit Exposure of all Revolving Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to be prepaid to but excluding the date of paymentsuch excess plus any accrued and unpaid fees thereon.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12Borrowers shall, not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Salejointly and severally, the Borrower shall apply 100% make a prepayment of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, Loans until paid in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) full upon the occurrence of such Specified Equity Issuance, apply 50% any of the Net Cash Proceeds therefrom following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to prepay outstanding Loans.as “Designated Proceeds”): (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing Concurrently with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in the event that receipt by any Loan Party or of 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 the issuance or renewal of Indebtedness permitted pursuant to Section 6.01)Asset Disposition, 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 LoansProceeds. (eii) Notwithstanding Concurrently with the foregoingreceipt by any Loan Party of any Net Cash Proceeds from any issuance of Capital Securities of any Loan Party (excluding (x) any issuance of Capital Securities by Holdings pursuant to any employee or director option program, benefit plan or compensation program and (y) any Lender may electissuance by a Subsidiary to Borrowers or another Subsidiary), by written notice in an amount equal 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 its pro rata share 100% of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Net Cash Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (fiii) Notwithstanding anything to Concurrently with the contrary in this Section 2.12, until the Discharge receipt by any Loan Party of First Lien Obligations shall have occurred, no mandatory prepayments any Net Cash Proceeds from any issuance of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion any Debt of any Loan Party (if anyexcluding Debt permitted by clauses (a) through (m) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement Section 11.1), in an amount up equal to 100% of such Net Cash Proceeds. (iv) Within 105 days after the aggregate L/C Exposure end of each Fiscal Year (as defined in the First Lien Credit Agreement) at such timecommencing with Fiscal Year 2007), in each case in accordance with and as required by Section 2.13 an amount equal to the excess, if any, of the First Lien Credit Agreement. If at the time (A) 50% of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted Excess Cash Flow for such mandatory prepayment, then Fiscal Year minus (B) the aggregate amount of voluntary prepayments of the Term Loan pursuant to Section 6.2.1 made during such Fiscal Year; provided that if the Total Debt to EBITDA Ratio for the Computation Period ending the last day of any Fiscal Year is less than 2.50 to 1.0, then no mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans due and owing pursuant to Section 2.12(e), then, with respect to this clause (iv) for such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15Fiscal Year. (gb) The Borrower shall deliver to If on any day the Administrative Agent, at Revolving Outstandings plus the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Financial Officer outstanding amount of the Borrower setting forth in reasonable detail Swing Line Loan exceeds the calculation Borrowing Base, Borrowers shall, jointly and severally, immediately prepay Revolving Loans and/or Cash Collateralize the outstanding Letters of Credit, or do a combination of the foregoing, in an amount of sufficient to eliminate 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentexcess.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% make a prepayment of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, Term Loans until paid in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) full upon the occurrence of such Specified Equity Issuance, apply 50% any of the Net Cash Proceeds therefrom following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to prepay outstanding Loans.as “Designated Proceeds”): (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007Promptly after, and in no event more than five (ii5) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)Business Days after, the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in the event that receipt by any Loan Party or of 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 the issuance or renewal of Indebtedness permitted Asset Disposition made pursuant to Section 6.0111.5(b)(ii) or (xiii), 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 LoansProceeds. (eii) Notwithstanding Promptly after, and in no event more than five (5) Business Days after, the foregoingreceipt by any Loan Party of any Net Cash Proceeds from any issuance of Capital Securities of any Loan Party other than a Permitted Securities Issuance, in an amount equal to 100% of such Net Cash Proceeds. (iii) Promptly after, and in no event more than five (5) Business Days after, the receipt by any Lender may electLoan Party of any Net Cash Proceeds from any issuance of any Debt of any Loan Party (excluding Debt permitted by Section 11.1), by written notice in an amount equal to 100% of such Net Cash Proceeds. (iv) Within the earlier of (x) one hundred twenty-five (125) days after the end of each Fiscal Year (commencing with the Fiscal Year ending on December 31, 2018) and (y) five (5) Business Days after Borrower’s delivery of the Fiscal Year-end audited financial statements delivered pursuant to Section 10.1.1 (commencing with the Fiscal Year ending on December 31, 2018), in an amount equal to the Administrative Agent at ECF Percentage of Excess Cash Flow for such Fiscal Year minus (x) the time amount of any voluntary prepayments of the revolving loans to the extent accompanied by a permanent reduction of the Commitments pursuant to Section 6.1.1 and in (y) the manner specified by amount of any voluntary prepayments of the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Term Loans pursuant to this Section 2.12 6.2.1 (such declined amounts, excluding payments funded from the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such timeAvailable Amount), in each case in accordance case, made during such Fiscal Year; (v) Concurrently with and as required the receipt by Section 2.13 of the First Lien Credit Agreement. If at the time any Loan Party of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans Cure Amounts pursuant to Section 2.12(e)13.4, then, with respect in an amount equal to such mandatory prepayment, the amount 100% of such mandatory prepayment shall be applied first to Loans that are ABR Loans to Cure Amounts; and (vi) Promptly after, and in no event more than five (5) Business Days after the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount receipt by any Loan Party of any payments required Extraordinary Receipts, in an amount equal to 100% of those Extraordinary Receipts. (b) If on any date the Revolving Outstandings exceed Revolving Loan Availability, Borrower shall promptly (and in any event within two (2) Business Days) first prepay Revolving Loans and second Cash Collateralize the outstanding Letters of Credit, in an aggregate amount sufficient to eliminate such excess; provided that any Letter of Credit that is Cash Collateralized in order to comply with this provision shall not be made by included in the Borrower calculation of Revolving Outstandings for purposes of determining whether Revolving Outstandings exceed Revolving Loan Availability. (c) If on any day on which the Revolving Commitments are reduced pursuant to Section 2.15. (g) The 6.1.2 the Revolving Outstandings exceeds Revolving Loan Availability, Borrower shall deliver immediately first prepay Revolving Loans and second Cash Collateralize the outstanding Letters of Credit, in an aggregate amount sufficient to the Administrative Agent, at the time eliminate such excess; provided that any Letter of each prepayment required under Credit that is Cash Collateralized in order to comply with this Section 2.12, (i) a certificate signed by a Financial Officer of the Borrower setting forth provision shall not be included in reasonable detail the calculation of the amount Revolving Outstandings for purposes 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, the Type of each determining whether Revolving Outstandings exceed Revolving Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, 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 paymentAvailability.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not Not later than the third Business Day 10 days following the receipt of Net Cash Proceeds in respect completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Loans in accordance with Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans2.13(f). (c) Subject to paragraph (f) of this Section 2.12, no No later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072000, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in accordance with Section 2.13(f) in an aggregate principal amount equal to the Required Prepayment Percentage 75% of Excess Cash Flow for the fiscal year then ended; provided, however, that such amount shall be reduced to 50% for any fiscal year if the Consolidated Leverage Ratio as of the end of such fiscal year was less than 2.5 to 1.0. (d) Subject to paragraph (f) of this Section 2.12, in 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 the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the 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 LoansLoans in accordance with Section 2.13(f). (e) Notwithstanding In the foregoingevent that there shall occur any Casualty or Condemnation and, any Lender may elect, by written notice pursuant to the Administrative Agent at applicable Mortgage, the time and in Casualty Proceeds or Condemnation Proceeds, as the manner specified by case may be, are required to be used to prepay the Administrative AgentLoans, then the Borrower shall apply an amount equal to 100% of such Casualty Proceeds or Condemnation Proceeds, as the case may be, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its prepay outstanding Loans pursuant to this in accordance with Section 2.12 (such declined amounts, the “Declined Proceeds”2.13(f). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory Mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to scheduled installments of outstanding Loans that are ABR due under Section 2.11 within 12 months of the date of such prepayment, and then pro rata against the remaining scheduled installments of principal due in respect of the Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to under Section 2.152.11. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.122.13, (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 10 days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 2.13 shall be subject to Section 2.152.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject to paragraph If any Debt (f) of this Section 2.12, not later other than the third 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 received with respect thereto to prepay outstanding Loans. (bExcluded Debt) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, 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 its Subsidiaries is repaid prior to the scheduled maturity thereof, then, if requested by the Administrative Agent (acting on behalf of the Lenders), the Borrower shall prepay, on the date that is ten (10) Business Days after the date of such request, 100% of the outstanding principal amount of the Loans of such Lenders electing to have their Loans prepaid. (b) In case of receipt by any Loan Party (other than or any cash proceeds from of its Subsidiaries of any Net Cash Proceeds in connection with the issuance or renewal incurrence of Indebtedness permitted pursuant to Section 6.01)any Debt, the Borrower shall, substantially simultaneously if so requested by the Administrative Agent (acting on behalf of the Lenders), prepay the Loans of such Lenders electing to have their Loans prepaid, concurrently with (and in any event not later than on the third Business Day next followingsame day of) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiarySubsidiary, apply in an amount equal to 100% the lesser of (x) the aggregate principal of, and interest on, the Loans then outstanding, and (y) the aggregate amount of such Net Cash Proceeds to prepay outstanding Loans(or the Dollar equivalent thereof). (ec) Notwithstanding Concurrently with (and on the foregoing, any 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 allsame day of) of its pro rata share of such each mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment3.4, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to pay the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment Prepayment Premium 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by all accrued and unpaid interest on the principal amount to be so prepaid to but excluding the date of paymentthe prepayment.” (vii) Sections 3.5 and 3.6 of the Credit Agreement are hereby amended by deleting “(including, for the avoidance of doubt, in Section 3.3(a))” therein. (viii) Section 7.5(b) of the Credit Agreement is hereby amended by replacing it in its entirety with the following:

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not Not later than the third 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 received with respect thereto to prepay outstanding Loans; provided that such Net Cash Proceeds shall only be required to be applied to the extent (if any) that such Net Cash Proceeds remain after any mandatory prepayments required by the First Lien Loan Agreement (or any waiver, consent, amendment or modification thereof entered into in order to permit such Asset Sale) shall have been made in accordance with the terms thereof. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in 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 Debt for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from (i) borrowings under the First Lien Loan Agreement or (ii) the issuance of either (A) Permitted Subordinated Debt or renewal of Indebtedness (B) Cash Paid Preferred, in each case, permitted pursuant to Section 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. (e) Notwithstanding the foregoing, any 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (gc) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.122.13, (i) a certificate signed by a Financial Officer the chief 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 Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 2.13 shall be subject to Section 2.152.16, 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. (d) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at least two Business Days prior to the applicable prepayment date (or such shorter period as may be acceptable to 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”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds in the same manner provided for in the previous sentence). To the extent such Term Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. Notwithstanding any provision herein to the contrary, nothing herein shall limit the Borrower’s ability to make optional prepayments in accordance with Section 2.12. (e) The Borrower shall notify the Agent of the occurrence of a Change in Control within one Business Day thereof, and the Agent shall promptly thereafter notify the Lenders thereof. At any time prior to the 30th day following delivery of the notice by the Agent pursuant to the preceding sentence (the “Put Date”), each Lender shall have the right, by notice to the Borrower and the Agent, to require the Borrower, one Business Day after the Put Date, to prepay in full (but not in part) the outstanding principal amount of such Lender’s Loans at a purchase price equal to 101% of the principal amount thereof, together with accrued and unpaid interest on the principal amount thereof to but excluding the date of payment, and all other amounts then due to such Lender (including amounts payable under Section 2.16) under the Loan Documents.

Mandatory Prepayments. (i) The Company shall repay, which payment shall be made within two (2) Business Days, Loans outstanding under this Agreement on any date to the extent that (a) Subject the Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters of Newco ended on the most recently ended fiscal quarter of Newco for which financial statements have been delivered pursuant to paragraph the Senior ABL Facility is equal to or greater than 1.25:1.00, (fb) Senior ABL Availability on the date any such repayment is made and after giving effect to such repayment is equal to or greater than $125,000,000, (c) there shall exist no Default or Event of Default either immediately prior to or after giving effect to such repayment, and (d) such repayment is not otherwise prohibited under the Senior ABL Facility or the Intercreditor Agreement; provided that, in no event will the Company be required to make any repayment under this Section 2.124(c) in an amount that is less than $500,000 (or, not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Saleif less, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding LoansAggregate Outstandings). (ii) So long as any Loans are then outstanding under this Agreement, if on any day the average, for the 30 consecutive days ending on such day, of Net Collateral on each such day, is negative (an “Undercollateralization Event”), then interest will be deemed to have accrued on all outstanding Loans at a rate equal to the otherwise applicable Interest Rate (or, if otherwise applicable, the Default Rate) plus 300 basis points (3%) per annum from the first day of such 30-day period until such excess interest rate accrual is terminated pursuant to this Section 4(c)(ii). Upon any Undercollateralization Event, if the average, for the 30 consecutive days commencing on the date of such Undercollateralization Event, of Net Collateral on each such day (a) is zero or positive, then the excess interest rate accrual pursuant to the first sentence of this paragraph will terminate as of the last day of such 30-day period, and notwithstanding the first sentence of this paragraph an Undercollateralization Event will not be deemed to have occurred prior to the 30th day following the last day of such 30-day period; or (b) Subject to paragraph is negative, then the Company shall within two (f2) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days Days after the end of each fiscal year of such 30-day period repay loans outstanding under the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans Senior ABL Facility in an aggregate principal amount equal to the Required Prepayment Percentage amount by which the average Net Collateral for such 30-day period was negative. Upon the Company making the payment required under clause (b) of Excess Cash Flow for the fiscal year then endedimmediately preceding sentence, the excess interest accrual pursuant to the first sentence of this paragraph will terminate as of the day of such payment, and notwithstanding the first sentence of this paragraph an Undercollateralization Event will not be deemed to have occurred prior to the 30th day following the day of such payment. (diii) Subject Upon any Borrowing hereunder, to paragraph the extent the condition to draw set forth in Section 9(a)(i) was not satisfied as of the date of such Borrowing and GP delivers written notice thereof to the Company within 45 days after the date of such Borrowing (fprovided that, if GP has made a written request for reasonable supporting documentation for the calculations in Section 9(a)(i) within 40 days after the date of this Section 2.12, in such Borrowing and 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 the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event Company has not later than the third Business Day next following) the provided such information within 5 days after receipt of such Net Cash Proceeds by request, then such Loan Party or 45 day period shall be extended day-for-day for each day after such subsidiary5 day period that the Company has not provided such information), apply an amount equal to 100% then the Company shall, within two (2) Business Days after receipt of such Net Cash Proceeds to prepay written notice from GP, repay any Loans (together with interest thereon from the date of Borrowing until the date of repayment at the otherwise applicable Interest Rate on such Loans plus two hundred basis points (2%)) that were borrowed on the date of such Borrowing that remain outstanding Loansunder this Agreement. (eiv) Notwithstanding the foregoing, Upon any 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) repayment of its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts4(c), the “Declined Proceeds”). Any Declined Proceeds shall be offered Company may reborrow subject to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares terms of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrowerthis Agreement. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject to paragraph (f) Immediately upon receipt by the Borrower or any of this Section 2.12, not later than the third Business Day following the receipt of Net Cash Proceeds in respect its Subsidiaries of any Asset Sale, proceeds in an aggregate amount exceeding $500,000 in any Fiscal Year from (A) any sale or disposition by the Borrower shall apply 100% or any of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. its Subsidiaries of any of its assets, or (bB) Subject to paragraph (f) of this Section 2.12any casualty insurance policies or eminent domain, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)condemnation or similar proceedings, the Borrower shall prepay outstanding Loans the Obligations in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 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 proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Borrower in connection therewith (in each case, paid to non-Affiliates); provided that the Borrower shall not be required to prepay outstanding Loans. the Obligations (ei) Notwithstanding with respect to proceeds from the foregoingsales of inventory in the ordinary course of business, any Lender may electand (ii) so long as no Default or Event of Default shall have occurred and be continuing at the time of the receipt of proceeds pursuant to this subsection (a) or at the proposed time of the reinvestment of such proceeds, by the Borrower shall have the option, upon written notice to the Administrative Agent Agent, directly or (x) in the case of proceeds received by a Loan Party, through one or more of its Subsidiaries that is a Loan Party or (y) in the case of proceeds received by a Subsidiary that is not a Loan Party, through one or more of its Subsidiaries, to reinvest such proceeds within three hundred sixty-five (365) days of receipt thereof in assets of the general type used in the business of the Borrower and its Subsidiaries so long as such proceeds received by a Loan Party are held in Controlled Accounts at Truist Bank or other accounts subject to Control Account Agreements until reinvested; provided that any funds that are committed to be reinvested during the initial three hundred sixty-five (365) days after the receipt of such proceeds but the reinvestment has not yet occurred by the end of such period, the Borrower and its Subsidiaries shall have an additional one hundred eighty (180) day period to consummate such reinvestment; provided, further, that if any such proceeds have not been reinvested at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share end of such mandatory prepayment of its Loans pursuant to additional period, the Borrower shall promptly prepay the Obligations as required by this Section 2.12 (such declined amounts, the “Declined Proceeds”2.12(a). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount accordance with subsection (d) of any payments required to be made this Section. (b) Immediately upon receipt by the Borrower pursuant or any of its Subsidiaries of any proceeds from any issuance or incurrence of Indebtedness by the Borrower or any of its Subsidiaries, the Borrower shall prepay the Obligations in an amount equal to 100% of such proceeds, net of costs and expenses related thereto; provided that the Borrower shall not be required to prepay the Obligations with respect to proceeds of Indebtedness permitted under Section 2.157.1. Any such prepayment shall be applied in accordance with subsection (d) of this Section. (ga) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, [Reserved]. (ib) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and [Reserved]. (iic) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan [Reserved]. (or portion thereofd) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, 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[Reserved].

Mandatory Prepayments. (a) Subject Unless any amount below is required to paragraph (f) of this Section 2.12, not later than reduce the third Business Day following Senior Debt in accordance with the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% terms of the Net Cash Proceeds received Senior Intercreditor Agreement and is actually applied to reduce the Senior Debt in accordance with respect thereto the terms of the Senior Intercreditor Agreement and subject to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, any limitations contained in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans.Subordination Agreement: (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year If during any Fiscal Year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in the event that any Loan Party or any subsidiary of a Loan Party shall receive has received cumulative Net Cash Proceeds during such Fiscal Year from the issuance one or incurrence more Dispositions of Indebtedness for money borrowed any Property of any Loan Party or Subsidiary thereof (excluding any subsidiary Disposition permitted by clause (a), (b), (c) (except as it relates to Xxxxxxx 0.00(x)), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (q) and (r) of a Section 7.05) of at least $600,000, within five Business Days after the receipt by any Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 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 subsidiaryProceeds, apply the Borrower shall make a prepayment of the Term Loans in an amount equal to 100% of such excess Net Cash Proceeds. Notwithstanding the foregoing, the Borrower may, at its option by notice in writing to the Agent given no later than thirty (30) days following the Disposition resulting in such Net Cash Proceeds, provided that no Event of Default has occurred and is continuing, reinvest the Net Cash Proceeds of such Disposition in the business of the Borrower and its Subsidiaries within one hundred eighty (180) days following the receipt of such Net Cash Proceeds, or enter into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes such reinvestment within an additional ninety (90) days thereafter, with the amount of Net Cash Proceeds unused after such period to be applied to prepay outstanding the Term Loans. (e) Notwithstanding the foregoing, any 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, 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.[reserved]

Mandatory Prepayments. (ai) Subject In case of receipt by any Loan Party or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds resulting in respect of any Significant Event of Loss, on or prior to paragraph the fifth Business Day succeeding the day of receipt of such Net Insurance/Condemnation Proceeds (for, with respect to any portion of such proceeds not invested pursuant to the proviso (B) of this Section 2.12clause (i), on or prior to the fifth Business Day succeeding the expiration of the period contemplated in such proviso), such Loan Party shall, or shall cause such Subsidiary, to prepay the Loans in an amount equal to the lesser of (i) the aggregate amount of such Net Insurance/Condemnation Proceeds and (ii) the aggregate principal of and interest on the Loans then outstanding; provided, however that (A) for so long as no Default or Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary shall have the option to invest such Net Insurance/Condemnation Proceeds within 60 days of receipt thereof (which period may be extended for up to 120 days thereafter if such Loan Party or such Subsidiary (x) has entered into binding commitments with respect thereto with an unaffiliated third party within such 60-day period, and (x) has deposited such Net Insurance/Condemnation Proceeds into a deposit account established in New York with a financial institution reasonably acceptable to the Administrative Agent and taken such actions and executed such documents as the Administrative Agent reasonably requests, so that such account is subject to a first priority fully perfected Lien securing the obligations of the Loan Parties under the Loan Documents) in assets of the general type used by such Loan Party or such Subsidiary in the Line of Business, which investment may include the repair, restoration or replacement of the applicable assets thereof, but only to the extent such Loan Party or such Subsidiary shall have delivered to the Administrative Agent no later than the fifth Business Day succeeding the day of receipt of such Net Insurance/Condemnation Proceeds, written notice setting forth such Loan Party’s or such Subsidiary’s intent to so invest, together with a description in reasonable detail of the assets intended to be acquired as a result of such investment; and (B) any portion of such Net Insurance/Condemnation Proceeds not invested by such Loan Party or such Subsidiary as provided herein, shall be applied to prepay the Loans as contemplated by this clause (i) not later than on the third fifth Business Day following the expiration of the 60-day period mentioned above. The Administrative Agent will promptly notify each Lender of its receipt of Net Cash Proceeds in respect any notice under Section 6.02(b) and of the amount of each Lender’s Applicable Percentage of any prepayment to be made in connection with any such notice. (ii) In case of receipt by any Loan Party or any of its Subsidiaries of any Net Debt Incurrence Proceeds, such Loan Party shall, or shall cause such Subsidiary, to prepay the Loans, on the fifth Business Day succeeding the day of receipt of such Net Debt Incurrence Proceeds by such Loan Party or such Subsidiary, in an amount equal to the lesser of (i) the aggregate principal of and interest on the Loans then outstanding, and (ii) the aggregate amount of such Net Debt Incurrence Proceeds. The Administrative Agent will promptly notify each Lender of its receipt of any notice under Section 6.02(c), and of the amount of each Lender’s Applicable Percentage of any prepayment to be made in connection with any such notice. (iii) In case of receipt by any Loan Party or any of its Subsidiaries of any Net Asset SaleSale Proceeds, on or prior to the fifth Business Day immediately succeeding the day of receipt such Net Asset Sale Proceeds (or, with respect to any portion of such proceeds not invested pursuant to the proviso (B)of this clause (iii), on or prior to the fifth Business Day following the expiration of the period contemplated in such proviso), such Loan Party shall, or shall cause such Subsidiary to, prepay the Loans, in an amount equal to the lesser of (i) the aggregate amount of such Net Asset Sale Proceeds and (ii) the aggregate principal of, and interest on, the Borrower Loans then outstanding; provided, however that (A) for so long as no Default or Event of Default shall apply 100% have occurred and be continuing, such Loan Party or such Subsidiary shall have the option to invest such Net Asset Sale Proceeds within 60 days of the Net Cash Proceeds received receipt thereof (which period may be extended for up to 120 days thereafter if such Loan Party or such Subsidiary (x) has entered into binding commitments with respect thereto with an unaffiliated third party within such 60-day period, and (x) has deposited such Net Asset Sale Proceeds into a deposit account established in New York with a financial institution reasonably acceptable to the Administrative Agent and taken such actions and executed such documents as the Administrative Agent reasonably requests, so that such account is subject to a first priority fully perfected Lien securing the obligations of the Loan Parties under the Loan Documents) in assets of the general type used by such Loan Party or such Subsidiary in the Line of Business, but only to the extent such Loan Party or such Subsidiary shall have delivered to the Administrative Agent no later than the fifth Business Day succeeding the day of receipt of such Net Insurance/Condemnation Proceeds, written notice setting forth such Loan Party’s or such Subsidiary’s intent to so invest, together with a description in reasonable detail of the assets intended to be acquired as a result of such investment; and (B) any portion of such Net Insurance/Condemnation Proceeds not invested by such Loan Party or such Subsidiary as provided herein, shall be applied to prepay outstanding Loansthe Loans as contemplated by this clause (iii) not later than on the fifth Business Day following the expiration of the 60-day period mentioned above. The Administrative Agent will promptly notify each Lender of its receipt of any notice under Section 6.02(d), and of the amount of each Lender’s Applicable Percentage of any prepayment to be made in connection with any such notice. (biv) Subject to paragraph (f) of this Section 2.12, in In the event and on each occasion that an Specified Equity Issuance a Change in Control occurs, the Borrower shall, substantially simultaneously concurrently with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity IssuanceChange in Control, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the all Loans then outstanding. The Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in the event that any Loan Party or any subsidiary of provide 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 the issuance or renewal of Indebtedness permitted pursuant to Section 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. (e) Notwithstanding the foregoing, any 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there hereunder not later than 1:00 p.m. (New York City time) at least five Business Days before the date a Change of Control is consummated specifying the relevant prepayment date. Promptly following receipt of any such Prepayment Notice, the Administrative Agent shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all advise the relevant Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15contents thereof. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not Not later than the third fourth Business Day following the receipt by any Loan Party of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received by such Loan Party with respect thereto to prepay outstanding LoansLoans in accordance with Section 2.10(f). (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not No later than four Business days after the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later earlier of (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31September 30, 20072010, and (ii) the 10th day subsequent to two Business Days after the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a5.04(b), the Borrower shall prepay outstanding Loans in accordance with Section 2.10(f) in an aggregate principal amount equal to (x) the Required Prepayment Applicable ECF Percentage of Excess Cash Flow for the fiscal year then endedended minus (y) the sum of (i) the principal amount of voluntary prepayments of Loans under Section 2.09, and (ii) any Payment Premiums paid with respect to such voluntary prepayments only to the extent not previously deducted in the calculation of Consolidated EBITDA for such fiscal year or in the determination of Excess Cash Flow for such fiscal year, in each case paid during such fiscal year but only to the extent that such prepayments are not financed with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or insurance proceeds. (c) In the event that any Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness of any Loan Party (other than Indebtedness permitted under Section 6.01), the Borrower 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, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.10(f). (d) In the event that any Loan Party shall receive Net Cash Proceeds in respect of any Insurance Proceeds, the Borrower 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, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.10(f). (e) Subject to paragraph (f) the repayment in full, termination or forgiveness of this Section 2.12the Barclays Loan, 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 net proceeds from the issuance or renewal sale of Indebtedness permitted pursuant to Section 6.01)any “auction rate” securities owned by it, 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 net proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds net proceeds to prepay outstanding LoansLoans in accordance with Section 2.10(f). (ef) Mandatory prepayments of outstanding Loans under this Agreement shall be applied pro rata between the Loans and the Other Loans and applied pro rata against the remaining scheduled installments of principal due in respect of the Loans and the Other Loans under Sections 2.08(a)(i) and 2.08(a)(ii), respectively. (g) In connection with each prepayment required under this Section 2.10, the Borrower shall deliver to the Administrative Agent no later than noon (New York City time) at least four Business Days prior to such prepayment (for further distribution by the Administrative Agent to each Lender on the date of receipt thereof) 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) a written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Loans under this Section 2.10 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) All repayments pursuant to this Section 2.10 shall be subject to Section 2.19, but shall otherwise be without premium or penalty. (i) Notwithstanding the foregoingforegoing provisions of this Section 2.10, (i) in the case of any Lender mandatory prepayment of the Loans, Lenders may electwaive, by written notice to the Administrative Agent at by no later than two Business Days prior to the time and in date on which such mandatory prepayment would otherwise be required to be made under this Section 2.10, the manner specified by right to receive the Administrative Agent, to decline all (but not less than all) of its pro rata share amount of such mandatory prepayment of its the Loans, and (ii) if any Lender or Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Loans of such Lender or Lenders shall be paid by the Borrower to the remaining non-waiving Lender or Lenders on a pro rata basis, in accordance with Section 2.10(j). (j) In connection with any mandatory prepayments by the Borrower of the Loans pursuant to this Section 2.12 (2.10, such declined amounts, the “Declined Proceeds”). Any Declined Proceeds prepayments shall be offered applied on a pro rata basis to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of then outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) being prepaid irrespective of the proceeds of the event giving rise to whether such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline are ABR Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and Loans; provided that if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to this Section 2.12(e)2.10, then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.152.19. (gk) The In addition to any other applicable provisions contained in the Borrower Mortgage, if (i) any loss of title or any loss of or damage to or any destruction of, or condemnation or other taking (including by any Governmental Authority) of, any portion of the Plant, occurs and the portion of the Plant subject to such loss, damage, destruction, condemnation or other taking is material to the operation, or income-producing capacity, of the Plant, and (ii) the Borrower reasonably believes such portion of the Plant can be repaired, replaced or restored in accordance with applicable laws (including the Xx Xxxxxxx County, Illinois, County Code, Title 8 (Zoning Regulations) and other applicable zoning and permitting laws) within 180 days following the occurrence of such loss, damage, destruction, condemnation or other taking (or, if sooner, within 90 days prior to the Applicable Maturity Date), the Borrower shall deliver to the Administrative AgentAgent (for further delivery to the Lenders), at not later than the time 90th day following the occurrence of each prepayment required under this Section 2.12such loss, (i) a certificate signed damage, destruction, condemnation or other taking, plans and specifications, and such other documentation and information as shall be reasonably requested by a Financial Officer the Collateral Agent or the Required Lenders, demonstrating that such portion of the Borrower setting forth Plant can be repaired, replaced or restored in reasonable detail the calculation of the amount of such prepayment and compliance with foregoing clause (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment).

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower The Company shall apply 100% make a prepayment of the Net Cash Proceeds received Term Loan (applied as set forth in Section 6.3.1, except with respect thereto to prepay outstanding Loans. (b) Subject Insurance Proceeds on personal property which such Insurance Proceeds shall be applied to paragraph (f) of this Section 2.12the Revolving Loan or except as set forth in Sections 6.3.2 and 6.3.3 or below), until paid in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) full upon the occurrence of such Specified Equity Issuance, apply 50% any of the Net Cash Proceeds therefrom following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to prepay outstanding Loans.as “Designated Proceeds”) unless an Event of Default or Unmatured Event of Default is then existing, in which case the provisions of the Collateral and Guaranty Agreement shall be applicable: (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing Concurrently with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in the event that receipt by any Loan Party or of any subsidiary of a Loan Party shall receive Net Cash Proceeds from any Asset Disposition (except with respect to an Asset Disposition described in clause (a) of the issuance or incurrence definition thereof, instead of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01concurrently, such time period will be 180 days as described in such clause), 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. (ii) Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of Capital Securities of any Loan Party (excluding (x) any issuance of Capital Securities pursuant to prepay outstanding any employee or director option program, benefit plan or compensation program, (y) any issuance by a Subsidiary to the Company or another Subsidiary and (z) any Possible Issuance unless the Acquisition subject thereto is not closed within 180 days following the closing of the Possible Issuance), in an amount equal to 100% of such Net Cash Proceeds. (iii) Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of any Debt of any Loan Party (excluding Debt permitted by clauses (a) through (g) and (i) of Section 11.1), in an amount equal to 100% of such Net Cash Proceeds. (iv) All Insurance Proceeds regarding Real Estate Collateral, in excess of $1,000,000 in the aggregate per calendar year shall, upon receipt, be paid to Administrative Agent for application to the Revolving Loans; provided, however, if, within 180 days after such receipt, Company has not expended, or committed to expend, some or all of such Insurance Proceeds, then the Insurance Proceeds that have not been expended or committed to be so expended by the 180th day after receipt shall be applied to the Term Loans as set forth herein with a corresponding increase to the Revolving Loans. (eb) Notwithstanding If on any day on which the Revolving Commitment is reduced pursuant to Section 6.1.1, the Revolving Outstandings plus the outstanding amount of the Swing Line Loan exceeds the Revolving Commitment, the Company shall immediately prepay Revolving Loans or Cash Collateralize the outstanding Letters of Credit, or do a combination of the foregoing, any 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up sufficient to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at eliminate such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15excess. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not later than the third Business Day following Concurrently with the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in the event that by any Loan Party or any subsidiary of a Loan Party shall receive its Subsidiaries of any Net Cash Proceeds from any Casualty Event, Taking, Asset Sale or Termination Payment, in excess of $10,000,000 in aggregate following 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 the issuance or renewal of Indebtedness permitted pursuant to Section 6.01)Closing Date, 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 shall, or such subsidiaryshall cause its applicable Subsidiaries to, apply promptly prepay the outstanding principal amount of the Loans in an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans. Proceeds; provided that, so long as (ei) Notwithstanding the foregoing, any 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) no Specified Event of its pro rata share Default or Event of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans Default occurring pursuant to Section 2.12(e9.01(c) as a result of a violation of Section 7.01(b), thenSection 7.01(d), with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, clause (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment Section 7.02(a), or Section 8.14 shall have occurred and be continuing and (ii) the Obligations have not been accelerated Pursuant to Section 9.02(b) following the occurrence and during the continuance of any other Event of Default, the Borrowers shall have the option, directly or through one or more of their Subsidiaries, to invest such excess Net Cash Proceeds within three hundred sixty-five (365) days of receipt thereof in assets used or useful in the Businesses (including Permitted Acquisitions and other permitted Investments); provided, further, that if Borrower or any of its Subsidiaries enters into a legally binding commitment (and has provided the Administrative Agent a copy of such binding commitment for distribution to the extent practicableLenders) to invest such excess Net Cash Proceeds within such 365-day period, at least it may directly or through one or more of its Subsidiaries so invest such excess Net Cash Proceeds within the later of (X) three hundred sixty-five (365) days prior written notice following the receipt of such prepayment. Each notice excess Net Cash Proceeds or (Y) one hundred eighty (180) days following the date such Borrower or Subsidiary entered into such legally binding commitment. (b) Concurrently with the incurrence or issuance by any Loan Party or any of prepayment its Subsidiaries of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to ‎Section 8.01), such Loan Party shall, or shall specify cause its applicable Subsidiaries to, prepay the prepayment date, the Type of each Loan being prepaid and the outstanding principal amount of each the Loans in an amount equal to 100% of all Net Cash Proceeds received by such Loan (Party or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium such Subsidiary from such incurrence or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentissuance.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not later than the third 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 received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the BorrowerIf, commencing with the fiscal year ending on December 31at any time, 2007, and (iiA) the 10th day subsequent Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the date on which the financial statements Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with respect to such period are delivered pursuant to Section 5.04(a2.1(c), then Borrowers shall immediately prepay the Borrower shall prepay outstanding Loans Obligations in accordance with Section 2.4(f) in an aggregate principal amount equal to the Required Prepayment Percentage amount of Excess Cash Flow for the fiscal year then endedsuch excess. (dii) Subject to paragraph (f) Within one Business Day of this Section 2.12, in the event that date of receipt by any Loan Party or any subsidiary of a its Subsidiaries of any proceeds of business interruption insurance, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to such proceeds of business interruption insurance; provided that so long as no Event of Default has occurred and is continuing, proceeds of business interruption insurance of no more than $2,000,000 in any Fiscal Year shall be excluded from the provisions of this Section 2.4(e)(ii). (iii) The Borrowers shall prepay the Obligations with 100% of the net cash proceeds received by the Borrowers or any other Loan Party shall receive Net Cash Proceeds from the issuance or incurrence in connection with any Disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant Collateral, such prepayment to Section 6.01), the Borrower shall, substantially simultaneously be made contemporaneously with (and in any event not later than the third Business Day next following) the receipt of such proceeds; provided that so long as no Event of Default has occurred and is continuing, Dispositions permitted hereunder with an aggregate fair market value of no more than $2,000,000 in any Fiscal Year shall be excluded from the provisions of this Section 2.4(e)(iii). Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party reinvests the net cash proceeds of a Disposition under clause 6.5(a) in productive assets (other than Inventory) of a kind then used or usable in the business of a Borrower or such Loan Party, within one hundred eighty (180) days after the date of such Disposition; provided that Administrative Borrower notifies the Agent of such Loan Party’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. (iv) The Borrowers shall prepay the Obligations with 100% of the net cash proceeds received by the Borrowers or any other Loan Party from any casualty, condemnation or other loss with respect to any Collateral, such prepayment to be made contemporaneously with the receipt of such proceeds; provided that, so long as no Event of Default has occurred and is continuing, the Borrowers may reinvest such proceeds in any Collateral within one hundred eighty (180) days of the Borrowers’ receipt of such proceeds. (v) In the event of a voluntary or involuntary sale or disposition of any Eligible M&E (including as a result of a casualty or condemnation) and (1) as a result thereof a mandatory prepayment is required pursuant to Section 2.4(e)(iii) or Section 2.4(e)(iv), or (2) the Net Cash Proceeds thereof are reinvested pursuant to Section 2.4(e)(iii) or Section 2.4(e)(iv) but not to repair such Eligible M&E, the M&E Subline Amount shall be reduced by such the greater of (x) 50% of the NOLV of the Eligible M&E so sold or disposed of, and (y) the Net Cash Proceeds of the Eligible M&E sold or disposed. (vi) The Borrowers shall prepay the Obligations with 100% of the net cash proceeds received by the Borrowers or any other Loan Party or from any Extraordinary Receipts, such subsidiaryprepayment to be made contemporaneously with the receipt of such proceeds. (vii) Within ten days of delivery to Agent of audited annual financial statements pursuant to Section 5.1, apply commencing with the delivery to Agent of the financial statements for Parent’s fiscal year ended December 31, 2021 or, if such financial statements are not delivered to Agent on the date such statements are required to be delivered pursuant to Section 5.1, within ten days after the date such statements were required to be delivered to Agent pursuant to Section 5.1, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4 (f) in an amount equal to 10025% of such Net the Excess Cash Proceeds to prepay outstanding Loans. (e) Notwithstanding the foregoing, any 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) Flow of the proceeds of the event giving rise to Loan Parties and their Subsidiaries for such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, 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.fiscal year;

Mandatory Prepayments. There shall become due and payable and Borrower shall prepay the Term Loans (aand the Revolving Loans and Swingline Loans, to the extent required by Section 2.l(e)(i)) Subject in the following amounts and at the following times: (i) on the ninety-fifth (95th) day following the last day of each Fiscal Year, beginning with the Fiscal Year ending December 31, 2005, an amount equal to paragraph (fx) seventy five percent (75.0%) of this Section 2.12Excess Cash Flow for such Fiscal Year if Borrower’s Total Debt to EBITDA Ratio as of such Fiscal Year end is greater than or equal to 2.0 to 1.0 and (y) fifty percent (50%) at all other times; (ii) on the date on which any Credit Party (or Administrative Agent as loss payee or assignee) receives any Major Casualty Proceeds, not later an amount equal to one hundred percent (100%) of such Major Casualty Proceeds; provided, that, so long as no Default or Event of Default has occurred and is continuing, the recipient (other than the third Business Day following the receipt of Net Cash Proceeds in respect Administrative Agent) of any Asset SaleMajor Casualty Proceeds may reinvest such Major Casualty Proceeds within one hundred eighty (180) days, in replacement assets comparable to the assets giving rise to such Major Casualty Proceeds; provided, that the aggregate amount which may be reinvested by Borrower and its Subsidiaries pursuant to the preceding proviso may not exceed $1,000,000 in any Fiscal Year; provided, further, that if the applicable Credit Party does not intend to fully reinvest such Major Casualty Proceeds, or if the time period set forth in this sentence expires without such Credit Party having reinvested such Major Casualty Proceeds, Borrower shall apply prepay the Loans in an amount equal to such Major Casualty Proceeds (to the extent not reinvested or intended to be reinvested within such time period); (iii) upon receipt by any Credit Party of the proceeds from the issuance and sale of any Debt or equity securities (other than (1) proceeds of Debt securities expressly permitted pursuant to Section 5.1, (2) proceeds of the issuance of equity securities by Holdings or Borrower received on or before the Closing Date, (3) proceeds of the issuance of equity securities to Borrower or any Wholly-Owned Subsidiary and (4) proceeds received by any Credit Party upon the exercise of employee stock options not otherwise prohibited by the terms of this Agreement), an amount equal to one hundred percent (100% %) of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans.of such issuance and sale; (biv) Subject upon receipt by any Credit Party of the proceeds of any Asset Disposition, an amount equal to paragraph one hundred percent (f100%) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom of such Asset Disposition; provided, that no prepayment shall be required pursuant to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than 2.1(c)(iv) unless and until the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds received during any Fiscal Year from the issuance or incurrence Asset Dispositions exceeds $250,000 (in which case all Net Cash Proceeds in excess of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted such amount shall be used to make prepayments pursuant to this Section 6.012.1(c)(iv)), and provided, that, so long as no Default or Event of Default has occurred and is continuing, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt recipient of such Net Cash Proceeds may reinvest such Net Cash Proceeds within one hundred eighty (180) days, in replacement fixed assets or in raw materials or packaging materials to replace raw materials or packaging materials sold by Borrower outside the Ordinary Course of Business, in each case, of a kind then used or usable in the business of such Loan Credit Party. If the applicable Credit Party does not intend to so reinvest such Net Cash Proceeds, or if the time period set forth in the immediately preceding sentence expires without such subsidiaryCredit Party having reinvested such Net Cash Proceeds, apply Borrower shall prepay the Loans in an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans.Proceeds; and (ev) Notwithstanding not later than sixty (60) days following the foregoinglast day of each fiscal month of Borrower, any Lender may elect, by written notice an amount equal to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all one hundred percent (but not less than all100%) of its pro rata share of any Extraordinary Receipts received by any Credit Party during such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrowermonth. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject to paragraph the proviso contained in this subsection (fa), promptly (and in any event, within three (3) of this Section 2.12, not later than Business Days ) after receipt by the third Business Day following the receipt Borrower or any Loan Party of Net Cash Proceeds in respect of any Asset SaleSale or Recovery Event, the Borrower shall apply 100% prepay the Obligations in accordance with Section 2.12(e) in an amount equal to such Net Cash Proceeds; provided that the Borrower shall not be required to prepay the Obligations with respect to (i) proceeds from the Asset Sales in the ordinary course of business, (ii) proceeds from other Asset Sales permitted under Section 7.6 (other than Section 7.6(i)) and (iii) proceeds of any sale or disposition by the Borrower or any Loan Party of any of its assets, or proceeds from casualty insurance policies or eminent domain, condemnation or similar proceedings that in the case of this clause (iii) are reinvested in assets then used or usable in the business of the Borrower and the Loan Parties within one hundred eighty (180) days following receipt thereof or in which the Borrower or such Loan Party has entered into a commitment to reinvest such proceeds within one hundred eighty (180) days following receipt thereof and such proceeds are reinvested in assets or used or usable in the business of the Borrower and the Loan Parties within two hundred seventy (270) days following receipt thereof; provided, further, that if such 180-day period or 270-day period, as applicable, expires without the Borrower or such Loan Party reinvesting all or any portion of such proceeds, promptly (and in any event within three (3) Business Days) thereof, the Borrower or such Loan Party shall prepay the Obligations in an amount equal the amount not used or all such Net Cash Proceeds received with respect thereto Proceeds. Notwithstanding anything herein to prepay outstanding Loansthe contrary, any proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings that are required to be turned over to “Lessor” (as such term is defined in the Existing Master Lease) or otherwise applied pursuant to Article XI of the Existing Master Lease shall not be subject to this Section 2.12. (b) Subject to paragraph No later than the Business Day following the date of receipt by the Borrower or any Loan Party of Net Cash Proceeds of any issuance of Indebtedness (f) of this other than Indebtedness permitted under Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs7.1), the Borrower shall, substantially simultaneously shall prepay the Obligations in accordance with (and Section 2.12(e) in any event not later than the third Business Day next following) the occurrence of an amount equal to such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding LoansProceeds. (c) Subject to paragraph Within one hundred and twenty (f120) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, Fiscal Year commencing with the fiscal year Fiscal Year ending on December 31June 30, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a)2016, the Borrower shall prepay outstanding Loans the Obligations in an aggregate principal amount equal to the Required Prepayment Percentage (x) 50% of Consolidated Excess Cash Flow for such Fiscal Year if the fiscal year then endedConsolidated Leverage Ratio is greater than or equal to 2.50:1.0 as of the end of such Fiscal Year, (y) 25% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is less than 2.50:1.0 but greater than or equal to 1.50:1.0 as of the end of such Fiscal Year and (z) 0% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is less than 1.50:1.0 as of the end of such Fiscal Year, in each case minus the aggregate amount of any voluntary prepayments of the Term Loans during such Fiscal Year. (d) Subject to paragraph (f) of this Section 2.12On or before June 1, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 6.01)2015, the Borrower shall, substantially simultaneously with (and in any event not later than shall prepay the third Business Day next following) the receipt of such Net Cash Proceeds Term Loans by such Loan Party or such subsidiary, apply an amount equal to 100% that portion of such Net Cash Proceeds the principal amount of the Term Loans not used to prepay outstanding Loanseither (x) refinance the Existing Credit Agreement and pay fees and expenses in connection therewith or (y) fund the Tender Offer and pay fees and expenses in connection therewith. (e) Notwithstanding the foregoing, any Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified Any prepayments made by the Borrower pursuant to Sections 2.12(a), (b), (c) or (d) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to decline all (but not less than all) reimbursable expenses of its the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders and the Issuing Bank based on their respective Pro Rata Shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective Pro Rata Shares of such interest and fees; fourth, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans, and applied pro rata to the principal installments of the Term Loans; fifth, to the principal balance of the Swing Line 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 plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified be permanently reduced by the Administrative Agent). To amount of any prepayments made pursuant to clauses fifth through seventh above, unless a Default or an Event of Default has occurred and is continuing and the extent such Required Revolving Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrowerso request. (f) Notwithstanding anything If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, as reduced pursuant to Section 2.8 or otherwise, the contrary in this Section 2.12, until the Discharge of First Lien Obligations Borrower shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility immediately repay Swingline Loans and Swingline Revolving Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect equal to such mandatory prepaymentexcess, the together with all accrued and unpaid interest on such excess amount of such mandatory and any amounts due under Section 2.19. Each prepayment shall be applied first to Loans that are ABR the Swingline Loans to the full extent thereof before application thereof, second to the Base Rate Loans that are to the full extent thereof, and finally to Eurodollar Loans in a manner that minimizes to the amount full extent thereof. If after giving effect to prepayment of any payments required to be made by all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, the Borrower pursuant shall Cash Collateralize its reimbursement obligations with respect to Section 2.15. (g) The Borrower shall deliver all Letters of Credit in an amount equal to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by excess plus any accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentfees thereon.

Mandatory Prepayments. (a) Subject If the Borrower or any of its Subsidiaries shall issue or sell any Capital Stock (other than Capital Stock issued to paragraph (fi) directors, officers or employees pursuant to a stock-option or compensation plan or (ii) the Borrower or a Subsidiary of this Section 2.12the Borrower) or issue, not sell or incur any Indebtedness (other than Excepted Indebtedness), then no later than the third Business Day following earlier of (x) the receipt next Interest Payment Date and (y) 30 days after the issuance or sale of Net Cash Proceeds in respect such Capital Stock or the issuance, sale or incurrence of any Asset Salesuch Indebtedness, the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding therefrom shall be applied toward the prepayment of the Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, If the Borrower shallor any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, substantially simultaneously with (then as soon as practicable and in any event not no later than the third Business Day next followingearlier of (x) the occurrence of such Specified Equity Issuance, apply 50% next Interest Payment Date and (y) 30 days after the receipt by the Borrower or the relevant Subsidiary of the Net Cash Proceeds therefrom to prepay outstanding from such Asset Sale or Recovery Event, such amount shall be applied toward the prepayment of the Loans. (c) Subject The application of any prepayment pursuant to paragraph (f) of this Section 2.122.08 shall be made, no later than the later of (i) 120 days after the end of each fiscal year first, to Alternate Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Borrower, commencing with Loans under Section 2.08 (except in the fiscal year ending on December 31, 2007, and (iicase of Alternate Base Rate Loans) the 10th day subsequent shall be accompanied by accrued interest to the date on which the financial statements with respect to of such period are delivered prepayment and any amounts payable pursuant to Section 5.04(a), 2.22 on the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then endedprepaid. (d) Subject to paragraph (f) All prepayments of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 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. (e) Notwithstanding the foregoing, any 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 its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds 2.08 shall be offered to without the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified payment by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time Borrower of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types premium or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans penalty except for amounts payable pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.152.22. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not later than the third 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 received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially Substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence receipt by the Borrower or any Subsidiary of Net Cash Proceeds from any Asset Sale, the Borrower shall apply an amount equal to (i) the Specified Share multiplied by (ii) the amount of such Specified Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.13(g). (b) Substantially simultaneously with (and in any event not later than the third 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 50% of the such Net Cash Proceeds therefrom to prepay outstanding LoansLoans in accordance with Section 2.13(g). (c) Subject to paragraph (f) of this Section 2.12, no No later than the later earlier of (such earlier date, the “Excess Cash Flow Prepayment Date”) (i) 120 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 20072009, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage 50% of Excess Cash Flow for the fiscal year then ended; provided that the percentage referred to above shall be reduced to 25% if (1) the Leverage Ratio at the end of such fiscal year is less than 1.75 to 1.0 and (2) no Default or Event of Default shall have occurred and be continuing on the Excess Cash Flow Prepayment Date. (d) Subject to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially Substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt by the Borrower or any Subsidiary of such Net Cash Proceeds by such Loan Party from the issuance or such subsidiaryincurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding LoansLoans in accordance with Section 2.13(g). (e) Notwithstanding Substantially simultaneously with (and in any event not later than the foregoingthird Business Day following) the receipt by the Borrower or any Subsidiary of Net Cash Proceeds from any ARS Liquidation Event, the Borrower shall apply an amount equal to (i) the Specified Share multiplied by (ii) the amount of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.13(g). (f) Substantially simultaneously with (and in any event not later than the third Business Day following) the receipt by the Borrower or any Subsidiary of Net Cash Proceeds from any Extraordinary Receipt, the Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.13(g). (g) Mandatory prepayments pursuant to paragraphs (a) through (f) of this Section shall be applied as follows: (i) first, to the Loans and applied pro rata against the remaining scheduled installments of principal due in respect of the Loans under Section 2.11(a), subject to the proviso to this paragraph below; and (ii) second, any remaining amounts may be retained by the Borrower; provided that, notwithstanding anything herein to the contrary, any Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by facsimile or by e-mail within one Business Day of receiving notification from the Administrative AgentAgent of any prepayment of its Loans, to decline all (in whole but not less than allin part) such prepayment pursuant to paragraphs (a) through (f) of its pro rata share this Section, in which case the aggregate amount of the prepayment that would have been applied to prepay the Loans of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds Lender may be retained by the Borrower. (f) Notwithstanding anything . Mandatory prepayments in respect of the Loans shall be applied on a pro rata basis to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of then outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) being prepaid irrespective of the proceeds of the event giving rise to whether such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline are ABR Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and Loans; provided that if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e)this Section, then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.152.16. (gh) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.122.13, (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, prepayment. The Borrower shall provide at least three days prior written notice of such prepayment. Each notice of prepayment shall specify , specifying the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 2.13 shall be subject to Section 2.152.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. Unless any amount below is required to reduce the Senior Debt in accordance with the terms of the Senior Intercreditor Agreement and is actually applied to reduce the Senior Debt in accordance with the terms of the Senior Intercreditor Agreement and subject to any limitations contained in the Subordination Agreement: (a) Subject to paragraph (f) of this Section 2.12, not later than the third Business Day following the receipt of Net Cash Proceeds in respect of If during any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans. (b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year Fiscal Year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in the event that any Loan Party or any subsidiary of a Loan Party shall receive has received cumulative Net Cash Proceeds during such Fiscal Year from the issuance one or incurrence more Dispositions of Indebtedness for money borrowed any Property of any Loan Party or Subsidiary thereof (excluding any subsidiary Disposition permitted by clause (a), (b), (c) (except as it relates to Xxxxxxx 0.00(x)), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (q) and (r) of a Section 7.05) of at least $600,000, within five Business Days after the receipt by any Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 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 subsidiaryProceeds, apply the Borrower shall make a prepayment of the Term Loans in an amount equal to 100% of such excess Net Cash Proceeds. Notwithstanding the foregoing, the Borrower may, at its option by notice in writing to the Agent given no later than thirty (30) days following the Disposition resulting in such Net Cash Proceeds, provided that no Event of Default has occurred and is continuing, reinvest the Net Cash Proceeds of such Disposition in the business of the Borrower and its Subsidiaries within one hundred eighty (180) days following the receipt of such Net Cash Proceeds, or enter into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes such reinvestment within an additional ninety (90) days thereafter, with the amount of Net Cash Proceeds unused after such period to be applied to prepay the Term Loans. (b) [reserved] (c) the occurrence of a Change of Control, the Borrower shall make a prepayment of the Term Loans in an amount equal to 100% of the outstanding LoansObligations at such time. (d) Concurrently with the receipt by any Loan Party of the proceeds of any Specified Contribution pursuant to Section 8.04, the Borrower shall make a prepayment of the Term Loans in an amount equal to 100% of such Specified Contribution. (e) If during any Fiscal Year of the Borrower, any Loan Party has received cumulative Net Cash Proceeds during such Fiscal Year from one or more Recovery Events in respect of any Property, of at least $600,000, not later than five (5) Business Days following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower shall make a prepayment of the Term Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Recovery Event. Notwithstanding the foregoing, in the event any property of any Loan Party suffers an event of loss resulting in a Recovery Event, the Borrower may, at its option by notice in writing to the Agent given no later than thirty (30) days following the occurrence of the Recovery Event resulting in such Net Cash Proceeds, apply such Net Cash Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property so long as such Net Cash Proceeds are in fact used to rebuild or replace the damaged, destroyed or condemned assets or property within one hundred eighty (180) days following the receipt of such Net Cash Proceeds, with the amount of Net Cash Proceeds unused after such period to be applied to prepay the Term Loans. (f) No later than three (3) Business Days in advance of the making of any mandatory prepayment pursuant to this Section 2.06, Borrower shall deliver, or cause to be delivered, to Agent for distribution to the Lenders written notice of the amount and date of such mandatory prepayment. Notwithstanding the foregoing, each Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline reject all (but not less than all) or a portion of its pro rata share of such any mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”) of any Term Loans required to be made pursuant to clauses (a), (b), (d) and (e) of this Section 2.06 by providing written notice (each, a “Rejection Notice”) to Agent and Borrower no later than 5:00 P.M. (New York City time) one (1) Business Day prior to the scheduled date of such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the prepayment to be rejected, any such failure will be deemed to be an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) . Notwithstanding anything to the contrary in this Section 2.122.06 to the contrary, until the Discharge Full Payment (as defined in the Subordination Agreement) of First Lien Obligations shall have occurredthe “Obligations” as defined in the ABL Credit Agreement and the Term Loan Credit Agreement, or except as otherwise permitted in accordance with the terms of the Subordination Agreement, no mandatory prepayments of outstanding Term Loans that would otherwise be required to be made under this Section 2.12 2.06 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not Not later than the third first 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 received with respect thereto to prepay outstanding LoansTerm Loans (or, if applicable, reduce outstanding Commitments) in accordance with Section 2.14(f). (b) Subject to paragraph (f) of this Section 2.12, in In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third first Business Day next following) the occurrence of such Specified Equity Issuance, apply 50100% of the Net Cash Proceeds therefrom to prepay outstanding LoansTerm Loans in accordance with Section 2.14(f). (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended. (d) Subject to paragraph (f) of this Section 2.12, in 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 the issuance or renewal of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third first Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiaryParty, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding LoansTerm Loans in accordance with Section 2.14(f). Notwithstanding the foregoing, the use of cash collateral to the extent permitted under the Orders shall not constitute an incurrence of Indebtedness for borrowed money. (d) In the event that any Loan Party shall receive any Extraordinary Receipt, the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such Extraordinary Receipt, apply 100% of such Extraordinary Receipt to prepay outstanding Term Loans in accordance with Section 2.14(f). (e) Notwithstanding In the foregoingevent and on the occasion of a Tropicana Las Vegas Prepayment Event, any Lender may electthe Borrower shall, by written notice to the Administrative Agent at the time substantially simultaneous with (and in any event not later than the manner specified by fifth Business Day next following) the Administrative Agent, to decline all (but not less than all) of its pro rata share occurrence of such mandatory prepayment Tropicana Las Vegas Prepayment Event, apply 100% of its the Tropicana Las Vegas Prepayment Proceeds therefrom to prepay outstanding Term Loans pursuant to this in accordance with Section 2.12 (such declined amounts, the “Declined Proceeds”2.14(f). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything Mandatory prepayments described in Sections 2.14(a) to 2.14(e) shall be applied, subject to the contrary in this provisions of Section 2.122.14(h), until the Discharge of First Lien Obligations shall have occurred(A) first, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion repayment of Term Loans outstanding hereunder and (if anyB) of the proceeds of then, in the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment exceeds the amount of Term Loans outstanding hereunder, to the permanent reduction of Commitments by the amount of such excess; provided that this clause (B) shall solely be applicable with respect to mandatory prepayments described in Sections 2.14(a) made in respect of Net Cash Proceeds received on account of a casualty or condemnation. Any mandatory prepayment of outstanding Term Loans under this Agreement shall be applied first to Loans that are ABR Loans Term Loan Borrowings and then to Eurodollar Term Loan Borrowings having the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15nearest Interest Payment Date. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.122.14, (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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 2.14 shall be subject to Section 2.152.17, but shall otherwise be without premium or penaltypenalty (except the applicable Prepayment Premium), and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) Anything contained herein to the contrary notwithstanding, in the event the Borrower (i) is required to make any mandatory prepayment under this Section 2.14 (each, a “Waivable Prepayment”) or (ii) is required to make any permanent reduction of Commitments under this Section 2.14 (a “Waivable Commitment Reduction”), not less than three (3) Business Days prior to the date (the “Prepayment Date”) on which the Borrower is required to make such Waivable Prepayment (or such Waivable Commitment Reduction as the case may be), the Borrower shall notify the Administrative Agent of the amount of such prepayment or such reduction, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Loan or Commitment of the amount of such Lender’s Pro Rata Share of such Waivable Prepayment or such Waivable Commitment Reduction and such Lender’s option to refuse such prepayment or reduction. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the first Business Day prior to the Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Prepayment Date, (A) the Borrower shall pay to the Administrative Agent the amount of the Waivable Prepayment, which amount shall be applied in an amount equal to that portion of the Waivable Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which shall be applied in accordance with Section 2.14(f)), (B) the Commitment of those Lenders that have elected not to exercise such option shall be reduced as provided in Section 2.14(f) and (C) to the extent of any excess, to the Borrower for any of the purposes permitted hereunder. (i) All prepayments (whether optional under Section 2.13, mandatory under Sections 2.14(b), (c) or (e), or otherwise including by way of acceleration) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment and any Prepayment Premium.

Mandatory Prepayments. (ai) Subject Within seven (7) Business Days after financial statements have been delivered pursuant to paragraph Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% of the amount equal to Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) all voluntary prepayments (including pursuant to debt buybacks made by the Borrower in an amount equal to the discounted amount actually paid in respect thereof) of Term Loans (but excluding any voluntary prepayments financed the proceeds of an incurrence or issuance of other Indebtedness of the Borrower or its Subsidiaries) prior to the making of such Excess Cash Flow payment (including payments made after the end of the fiscal year covered by the relevant financial statements); provided that prepayments pursuant to this Section 2.03(b)(i) shall only be required if the amount of Excess Cash Flow for such fiscal year is greater than $2,500,000. (A) If following the Closing Date (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of (I) any Specified Property (whether such Disposition is direct or indirect) or (II) any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (f), (g), (i), (j), (m), (n) and (p)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.03(b)(ii)(F), of an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.122.03(b)(ii)(A) (I) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, not later than on or prior to such date, given written notice to the third Business Day following Administrative Agent of its intent to reinvest in accordance with Section 2.03(b)(ii)(B) or (II) until the receipt aggregate amount of Net Cash Proceeds not reinvested in accordance with Section 2.03(b)(ii)(B) within the time periods set forth therein and not previously applied to such a prepayment exceeds $1,000,000 for any single Disposition or series of related Dispositions or $2,500,000 in the aggregate in any fiscal year. (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than (I) any direct or indirect Disposition of any Asset SaleSpecified Property or (II) any other Disposition specifically excluded from the application of Section 2.03(b)(ii)(A)) or any Casualty Event, at the option of the Borrower, the Borrower may reinvest an amount equal to all or any portion of such Net Cash Proceeds in assets useful for its business (other than working capital and investments in cash and Cash Equivalents), including, for the avoidance of doubt, Capitalized Leases or in Permitted Acquisitions, within twelve (12) months following receipt of such Net Cash Proceeds; provided that (i) so long as an Event of Default shall have occurred and be continuing, the Borrower shall apply not be permitted to make any such reinvestments (other than pursuant to a commitment that the Borrower entered into at a time when no Event of Default is continuing) and (ii) if any Net Cash Proceeds are not so reinvested by the deadline specified above, as applicable, or if any such Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to 100% of the any such Net Cash Proceeds received above the threshold set forth in Section 2.03(b)(ii)(A)(II) shall be applied, in accordance with respect thereto Section 2.03(b)(ii)(F), to prepay outstanding Loansthe prepayment of the Term Loans as set forth in this Section 2.03. (bC) Subject to paragraph (f) Section 2.03(b)(ii)(G), if following the Fifth Amendment Effective Date the Borrower or any of this Section 2.12its Subsidiaries directly or indirectly Disposes of any Specified Property, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.03(b)(ii)(F), of an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds realized or received. (D) Subject to Section 2.03(b)(ii)(G), upon the event date of the consummation of the Rights Offering, the Borrower shall make a prepayment, in accordance with Section 2.03(b)(ii)(F), of an aggregate principal amount of Term Loans equal to the greater of (x) 50% of all Net Cash Proceeds realized or received by the Borrower pursuant to such Rights Offering and on each occasion that an (y) $50,000,000. (E) Subject to Section 2.03(b)(ii)(G), until the 2023 Specified Equity Issuance occursProperty Disposition is consummated, the Borrower shall, substantially simultaneously with (and in any event not later than on the third first Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans. (c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrowermonth commencing December 1, commencing 2023 and ending (but including) April 1, 2024, make an additional prepayment, in accordance with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a2.03(b)(ii)(F), the Borrower shall prepay outstanding Loans in each instance, of an aggregate principal amount of Term Loans equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended$10,000,000. (dF) Subject On each occasion that the Borrower must make a prepayment of the Term Loans pursuant to paragraph (f) of this Section 2.12, 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 the issuance or renewal of Indebtedness permitted pursuant to Section 6.012.03(b)(ii), the Borrower shall, substantially simultaneously with within five (and in any event not later than 5) Business Days after the third Business Day next following) the date of realization or receipt of such Net Cash Proceeds by in the minimum amount specified above (or, in the case of prepayments required pursuant to Section 2.03(b)(ii)(B), within five (5) Business Days of the deadline specified in clause (i) or (ii) thereof, as applicable, or of the date the Borrower reasonably determines that such Loan Party Net Cash Proceeds are no longer intended to be or such subsidiarycannot be so reinvested, apply as the case may be), make a prepayment, in accordance with Section 2.03(b)(v) below, of the principal amount of Term Loans in an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loansrealized or received above the threshold set forth in Section 2.03(b)(ii)(A)(II). (eG) Notwithstanding the foregoing, any Lender may elect, by written notice anything herein to the Administrative Agent at contrary, the time aggregate amount of any prepayments of Term Loans that are required to be made pursuant to Section 2.03(b)(ii)(C), Section 2.03(b)(ii)(D) and in Section 2.03(b)(ii)(E) shall not exceed an aggregate principal amount of Term Loans equal to $120,000,000. (iii) If, following the manner specified by Closing Date, (x) the Administrative AgentBorrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall cause to decline be prepaid an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is one (but not less than all1) of its pro rata share Business Day after the receipt of such mandatory Net Cash Proceeds or (y) the Borrower or any Restricted Subsidiary consummates any issuance of Equity Interests (other than (I) under equity incentive plans or shares issued as equity compensation and (II) the Rights Offering), whether private or public, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans equal to 50% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds; provided, however, that with respect to this clause (y), the Borrower or such Restricted Subsidiary shall not be required to prepay the Term Loans so long as (A) the Borrower uses such Net Cash Proceeds to finance Permitted Acquisitions or to fund working capital or (B) the Borrower is in compliance, on a Pro Forma Basis, with the Financial Covenants. (iv) Each prepayment of its Term Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds 2.03(b) shall be offered applied, first, to the installments thereof in the direct order of maturity for the next eight scheduled payments pursuant to Section 2.05 following the applicable prepayment event and, second, to the remaining installments thereof pro rata; provided that any mandatory prepayment pursuant to Section 2.03 shall be applied on a pro rata basis to the Term Loans and, except to the extent a lesser prepayment is required pursuant to the applicable Incremental Facility Amendment with respect to any applicable Class of Incremental Term Loans, any Incremental Term Loans. Each such prepayment of any Class of Term Loans shall be paid to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. (f) Notwithstanding anything to the contrary in this Section 2.12, until the Discharge of First Lien Obligations shall have occurred, no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.12 shall be required to be made, except with respect to the portion (if any) of the proceeds of the event giving rise to such mandatory prepayment as shall have been rejected by the lenders under the First Lien Credit Agreement (and which is not required to be applied to reduce outstanding Revolving Facility Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the administrative agent under the First Lien Credit Agreement in an amount up to the aggregate L/C Exposure (as defined in the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13 their respective Applicable Percentages subject to clause (v) of the First Lien Credit Agreement. If at the time of any prepayment pursuant to this Section 2.12 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, and if some but not all Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Borrowing of the accepting Lenders. If no Lenders exercise the right to waive a given mandatory prepayment of the Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a 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, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.2.03