Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.

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

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by If on any Financial Officer of the Borrower setting forth the amountRevaluation Date, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed 105% of the Total Revolving Credit Commitment after giving effect to such reduction or terminationCommitment, then (A) the Borrower shall, on the date of such reduction or terminationRevaluation Date, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Swingline Loans (or a combination thereof) owing by the Borrower in a Principal Amount such that, after giving effect to such repayment or prepayment, the Aggregate Revolving Credit Exposure does not exceed the Total Revolving Credit Commitment and (B) after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, the Borrower shall replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, howeverthat any repayment or prepayment of Revolving Credit Borrowings pursuant to this Section 2.13(a)(i) shall be applied pro rata among the then existing Classes of Revolving Credit Commitments, that, in the case of Net Proceeds from an Equity Issuance, unless (x) such a repayment or prepayment is made on (1) the Borrower Maturity Date of a given Class of Revolving Credit Commitments or (2) the date of any termination of all or a portion of the Revolving Credit Commitments of a given Class pursuant to clause (iv) of the proviso in the first sentence of Section 2.09(c), in which case such repayments or prepayments shall only be required applied first to apply 50% Revolving Credit Borrowings incurred under such maturing or terminating Class of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and Revolving Credit Commitments or (y) with respect to any Class of Incremental Revolving Credit Commitments or Other Revolving Credit Commitments, the Borrower Lenders in respect thereof shall not be required have elected less than ratable treatment with respect to apply any the termination of such Net Proceeds to the prepayment Class of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromCommitments.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to REVOLVING COMMITTED AMOUNT. If on any date the Administrative Agent a certificate signed by any Financial Officer of aggregate Revolving Outstandings exceed the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit CommitmentsCommitted Amount, the Borrower Company shall repay or prepay all repay, and there shall become due and payable (together with accrued interest thereon), on such date an aggregate principal amount of Swing Line Loans equal to such excess. If the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reductionSwing Line Loans have been repaid in full, the Administrative Agent Company shall notify the Borrower prepay, and the there shall become due and payable (together with accrued interest thereon), Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment Loans in such amounts as are necessary so that, after giving effect to such reduction or terminationthe repayment of the Swing Line Loans and the repayment of Revolving Loans, then the Borrower shallaggregate Revolving Outstandings do not exceed the Revolving Committed Amount. If the outstanding Revolving Loans and Swing Line Loans have been repaid in full, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower Company shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, Cash Collateralize L/C Obligations so that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds after giving effect to the repayment of Swing Line Loans and Revolving Loans and the Cash Collateralization of L/C Obligations pursuant to this SUBSECTION (i), the aggregate Revolving Outstandings does not exceed the Revolving Committed Amount. In determining the aggregate Revolving Outstandings for purposes of this Agreement, L/C Obligations shall be reduced to the extent that they are Cash Collateralized as contemplated by this SUBSECTION (i). Each prepayment of Revolving Loans if immediately prior required pursuant to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent this SUBSECTION (i) at shall be applied ratably among outstanding Revolving Loans based on the time respective amounts of each prepayment principal then outstanding. Each Cash Collateralization of L/C Obligations required under by this paragraph SUBSECTION (c), a certificate signed by a Financial Officer of i) shall be applied ratably among L/C Obligations based on the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromrespective amounts thereof then outstanding.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and replace or cause to be canceled or Cash Collateralized (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. In the event of If, after giving effect to any partial reduction of the Revolving Credit CommitmentsCommitments or at any other time, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationCommitment, then the Borrower shall, on the date of such reduction or terminationat such other time, repay or prepay Revolving Credit Borrowings and, after the Revolving Credit Borrowings shall have been repaid or cash-collateralize outstanding prepaid in full, replace or cause to be canceled or Cash Collateralized (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (cb) The In addition to any other mandatory repayments pursuant to this Section 2.13, on each date on or after the Closing Date upon which the Borrower shall apply or any Restricted Subsidiary receives any cash proceeds from any issuance or incurrence by the Borrower or any Restricted Subsidiary of Indebtedness for borrowed money (other than Indebtedness permitted to be incurred pursuant to Section 6.04, other than Permitted External Refinancing Indebtedness and Refinancing Term Loans), an amount equal to 100% of the Net Cash Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in of the definition respective issuance or incurrence of such term) to prepay Borrowings Indebtedness shall be applied on such date as a mandatory repayment in accordance with paragraph the requirements of Section 2.13(g). (dc) belowIn addition to any other mandatory repayments pursuant to this Section 2.13, on each date on or after the Closing Date upon which the Borrower or any Restricted Subsidiary receives any cash proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.13(g); provided, however, thatthat with respect to any Net Sale Proceeds received by the Borrower or the Restricted Subsidiaries from an Asset Sale permitted hereunder (other than in connection with an Asset Sale pursuant to Section 6.02(xiv) the Net Sale Proceeds of which shall be applied as provided in this Section 2.13(c) without regard to this proviso or the following proviso), such Net Sale Proceeds shall not be required to be so applied on such date so long as no Default or Event of Default then exists and an Authorized Officer of the Borrower shall have delivered a certificate to the Administrative Agent setting forth the Borrower’s or such Restricted Subsidiary’s intention to reinvest such Net Sale Proceeds as permitted pursuant to this proviso and such Net Sale Proceeds shall be reinvested (or contractually committed to be reinvested pursuant to a written binding agreement with a Person that is not an Affiliate of the Borrower or any Restricted Subsidiary) in the businesses permitted of the Borrower and its Restricted Subsidiaries pursuant to Section 6.13 within 365 days following the date of such Asset Sale, and provided further, that (I) if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 2.13(c) are not so reinvested (or contractually committed to be so reinvested) within such 365-day period (or such earlier date, if any, as the Borrower or the relevant Restricted Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.13(c) without regard to the immediately preceding proviso period and (II) if all or any portion of such Net Sale Proceeds are not required to be applied on the last day of such 365-day period referred to in clause (I) of this proviso because such amount is contractually committed within such period to be reinvested and then either (A) subsequent to such date such contract is terminated or expires without such portion being so reinvested or (B) such contractually committed portion is not so reinvested within 180 days after the date of such commitment, such remaining portion, in the case of either of preceding clause (A) or (B), shall be applied as a mandatory repayment as provided above in this Section 2.13(c) without regard to the immediately preceding proviso. (d) In addition to any other mandatory repayments pursuant to this Section 2.13, on each Excess Cash Flow Payment Date, an amount equal to the remainder of (if positive) (i) the Applicable Excess Cash Flow Prepayment Percentage of the Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) the aggregate amount of principal prepayments of Loans to the extent (and only to the extent) that such prepayments were made as a voluntary prepayment pursuant to Section 2.12(a) other than with proceeds of asset sales (other than from sales of inventory in the ordinary course of business), sales or issuances of Equity Interests, capital contributions, insurance or condemnation events or Indebtedness or other proceeds that would not be included in Adjusted Consolidated Net Proceeds from Income or utilizing the Available Amount (but in the case of a voluntary prepayment of Revolving Loans, only to the extent accompanied by a voluntary reduction to the Total Revolving Credit Commitment in an Equity Issuanceamount equal to such prepayment) during the relevant Excess Cash Flow Payment Period, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.13(g). Notwithstanding the foregoing, at the option of the Borrower, all or any portion of any mandatory repayment required pursuant to this clause (d) for any Excess Cash Flow Payment Period may be paid or applied prior to the related Excess Cash Flow Payment Date (but no earlier than January 1 of the fiscal year in which the related Excess Cash Flow Payment Date occurs), provided that (x) the Borrower no such mandatory repayment shall only be required to apply 50% of such Net Proceeds added to the prepayment aggregate amount of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 principal prepayments described in subclause (ii) above for any succeeding Excess Cash Flow Payment Period and (y) the Borrower shall pay such additional amounts (if any) as necessary to pay the full amount of any mandatory repayment required pursuant to this clause (d) no later than the applicable Excess Cash Flow Payment Date (it being understood that if such initial prepayment exceeds such requirement, such excess shall be treated as a voluntary prepayment pursuant to Section 2.12(a) in the fiscal year in which such prepayment was made). (e) In addition to any other mandatory repayments pursuant to this Section 2.13, within one Business Day following each date on or after the Closing Date upon which the Borrower or any Restricted Subsidiary receives any cash proceeds from any Recovery Event (other than Recovery Events where the Net Cash Proceeds therefrom do not exceed $250,000), an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.13(g); provided, however, that such Net Cash Proceeds shall not be required to apply be so applied on such date so long as no Default or Event of Default then exists and the Borrower has delivered a certificate to the Administrative Agent on such date stating that such Net Cash Proceeds shall be reinvested (or contractually committed to be reinvested pursuant to a written binding agreement with a Person that is not an Affiliate of the Borrower or any Restricted Subsidiary) in the businesses permitted of the Borrower and its Restricted Subsidiaries pursuant to Section 6.13 within 365 days following the date of the receipt of such Net Cash Proceeds, and provided further, that (I) if all or any portion of such Net Cash Proceeds not required to be so applied pursuant to the preceding proviso are not so reinvested (or contractually committed to be so reinvested) within 365 days after the date of the receipt of such Net Cash Proceeds (or such earlier date, if any, as the Borrower or the relevant Restricted Subsidiary determines not to reinvest the Net Cash Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.13(e) without regard to the immediately preceding proviso and (II) if all or any portion of such proceeds are not required to be applied on the last day of such 365-day period referred to in clause (I) of this proviso because such amount is contractually committed to be reinvested and then either (A) subsequent to such date such contract is terminated or expires without such portion being so reinvested or (B) such contractually committed portion is not so reinvested within 180 days after the date of such commitment, such remaining portion, in the case of either of preceding clause (A) or (B), shall be applied as a mandatory repayment as provided above in this Section 2.13(e) without regard to the immediately preceding proviso. (f) [Reserved]. (g) Each amount required to be applied pursuant to Section 2.13(b) through Section 2.13(e) in accordance with this Section 2.13(g) shall be applied pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders (except to the extent that any applicable Additional Credit Extension Amendment for any Class of Term Loans provides that such Term Loans shall be entitled to less than pro rata treatment); provided that any prepayment of Term Loans if at required as a result of the time incurrence of receipt thereof Permitted External Refinancing Indebtedness or Refinancing Term Loans in respect of any such Class shall be applied solely to such Class. Each such prepayment of the Leverage Ratio is not greater than 2.50 Tranche B Term Loans shall be applied first, in direct order of maturity to 1.00the next eight scheduled installments of principal due in respect of Tranche B Term Loans and second, on a pro rata basis against the remaining scheduled installments of principal due in respect of the Tranche B Term Loans under Section 2.11(a). Each prepayment of any other Class of Term Loans shall be applied as agreed between the Borrower and the Lenders in respect of such Term Loans. (h) The Borrower shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section 2.13, (c), i) a certificate signed by a Financial an Authorized Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is at least three Business Days prior to the date of such prepayment, a written notice of such prepayment. Such certificate Each notice of prepayment shall also describe specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16 and, in reasonable detail the facts case of any prepayment pursuant to Section 2.13(b), Section 2.05(d), but shall otherwise be without premium or penalty, and circumstances giving rise to (other than prepayments of ABR Revolving Loans that are not made in connection with the applicable prepayment event and a reasonably detailed calculation termination or permanent reduction of the Net Proceeds therefromRevolving Credit Commitments) 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) Not later than 100 days If, after giving effect to any termination or reduction of the end of each fiscal year of BorrowerAggregate Maximum Credit Amounts pursuant to Section 2.05(b), commencing with the fiscal year ending December 28total Revolving Credit Exposures exceeds the total Commitments, 1996, then the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, and Swing Line Loans on the date of such termination. In the event of termination or reduction in an aggregate principal amount equal to such excess, and if any partial reduction excess remains after prepaying all of the Revolving Credit CommitmentsBorrowings and Swing Line Loans as a result of Letter of Credit Obligations, Cash Collateralize such excess in an amount equal to the greater of (x) the amount of such Letter of Credit Obligations and (y) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. (ii) Upon any Scheduled Redetermination or Interim Redetermination, if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall prepay the Revolving Credit Borrowings and Swing Line Loans in an aggregate principal amount equal to such excess, and if any excess remains after prepaying all of the Revolving Credit Borrowings and Swing Line Loans as a result of Letter of Credit Obligations, Cash Collateralize such excess in an amount equal to the greater of (ix) the amount of such Letter of Credit Obligations and (y) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. The Borrower shall be obligated to make such prepayment and/or Cash Collateralize such excess within six (6) months following the date it receives the New Borrowing Base Notice in accordance with Section 2.06(d), in six (6) equal monthly installments, the first installment being due and payable on such date and each subsequent installment being due and payable on the same day in each of the subsequent calendar months; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the effective date of such reductionTermination Date. (iii) Upon any adjustment to the Borrowing Base pursuant to Section 10.11, if the Administrative Agent shall notify the Borrower and the total Revolving Credit Lenders of Exposures exceeds the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationBorrowing Base as adjusted, then the Borrower shall, on shall prepay the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize and Swing Line Loans in an aggregate principal amount equal to such excess, and if any excess remains after prepaying all of the Revolving Credit Borrowings and Swing Line Loans as a result of Letter of Credit Obligations, Cash Collateralize such excess in an amount equal to the greater of (x) the amount of such Letter of Credit Obligations and (y) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. The Borrower shall be obligated to make such prepayment and/or Cash Collateralize such excess on the third (3rd) Business Day after it receives the applicable New Borrowing Base Notice in accordance with Section 2.06(d); provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) To the extent that any prepayment is due under Section 3.04(c)(ii), upon receipt by the Borrower or any of its Subsidiaries of any Net Cash Proceeds from any Transfers and proceeds from the unwinding or termination of any commodity Swap Agreements described in Section 10.11(g) in excess of $5,000,000 in the aggregate in any year, the Borrower shall prepay the Revolving Credit Borrowings and Swing Line Loans by an amount equal to the lesser of (A) the outstanding prepayment due under Section 3.04(c)(ii) and (B) one hundred percent (100%) of such Net Cash Proceeds and commodity Swap Agreement proceeds and, with respect to a prepayment under clause (B) above, if any excess remains after paying all of the Revolving Credit Borrowings and Swing Line Loans, Cash Collateralize such excess in an amount sufficient equal to eliminate such excessthe greater of (x) the amount of Letter of Credit Obligations outstanding and (y) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. (cv) The To the extent that any prepayment is due under Section 3.04(c)(ii), upon receipt by the Borrower or any of its Subsidiaries of any Insurance Proceeds or Condemnation Proceeds, the Borrower shall apply be obligated to prepay the Revolving Credit Borrowings and Swing Line Loans by an amount equal to the lesser of (A) the outstanding prepayment due under Section 3.04(c)(ii) and (B) one hundred percent (100% %) of Net such Insurance Proceeds promptly upon its receipt thereof or Condemnation Proceeds, as the case may be and, with respect to a prepayment under clause (orB) above, if applicableany excess remains after paying all of the Revolving Credit Borrowings and Swing Line Loans, promptly upon Cash Collateralize such excess in an amount equal to the greater of (x) the amount of Letter of Credit Obligations outstanding and (y) the maximum amount that may be available to be drawn at any amounts being deemed time prior to constitute Net Proceeds as provided the stated expiry of all outstanding Letters of Credit. (vi) Within fifty (50) days after any payment of the Restricted Payments permitted under Section 10.04(f), the Borrower shall be obligated to prepay the Revolving Credit Borrowings and Swing Line Loans by an amount equal to one hundred percent (100%) of the aggregate amount of such Restricted Payments and, if any excess remains after paying all of the Revolving Credit Borrowings and Swing Line Loans, Cash Collateralize such excess in an amount equal to the greater of (x) the amount of Letter of Credit Obligations outstanding and (y) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. (vii) Each prepayment of Revolving Credit Borrowings and Swing Line Loans pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Revolving Credit Borrowings then outstanding, second, to any ABR Swing Line Loans then outstanding, third, to any Eurodollar Revolving Credit Borrowings then outstanding, and if more than one Eurodollar Revolving Credit Borrowing is then outstanding, to each such Eurodollar Revolving Credit Borrowing in order of priority beginning with the Eurodollar Revolving Credit Borrowing with the least number of days remaining in the definition Interest Period applicable thereto and ending with the Eurodollar Revolving Credit Borrowing with the most number of such term) days remaining in the Interest Period applicable thereto, and, fourth, to prepay Borrowings in accordance with paragraph (d) belowQuoted Rate Loans; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to if any excess remains after the prepayment of all Revolving Credit Borrowings and Swing Line Loans if immediately prior and after the Borrower Cash Collateralizes all Letter of Credit Obligations or outstanding Letters of Credit, such excess shall be prepaid by the Borrower and applied to receipt thereof outstanding amounts under the Leverage Ratio is greater than 3.00 Term Loan pursuant to 1.00 but not greater than 4.00 Section 4.08. (viii) Each prepayment of Revolving Credit Borrowings, Swing Line Loans and the Term Loan pursuant to 1.00 and 25% of such Net Proceeds this Section 3.04(c) shall be applied ratably to the prepayment of Loans if at included in the time of receipt thereof the Leverage Ratio is greater than 2.50 prepaid Borrowings. Prepayments pursuant to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.this

Mandatory Prepayments. (ai) Not later than 100 days If, after giving effect to any termination or reduction of the end Aggregate Maximum Credit Amounts pursuant to Section 2.05(b) or reduction of each fiscal year of Borrowerthe Aggregate Elected Commitment Amount pursuant to Section 2.01(b), commencing with the fiscal year ending December 28total Revolving Credit Exposures exceeds the total Commitments, 1996, then the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, and Swing Line Loans on the date of such termination. In the event of termination or reduction in an aggregate principal amount equal to such excess, and if any partial reduction excess remains after prepaying all of the Revolving Credit Commitments, then (i) at or prior to the effective date Borrowings and Swing Line Loans as a result of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters Letter of Credit Obligations, Cash Collateralize such excess in an amount sufficient equal to eliminate such excess. (c) The Borrower shall apply 100% the greater of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% amount of such Net Proceeds to the prepayment Letter of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 Credit Obligations and (y) the Borrower shall not maximum amount that may be required available to apply be drawn at any of such Net Proceeds time prior to the prepayment stated expiry of Loans all outstanding Letters of Credit. (ii) (A) Upon any Scheduled Redetermination or Interim Redetermination, if at the time of receipt thereof total Revolving Credit Exposures exceeds the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to redetermined or adjusted Borrowing Base and the Administrative Agent sends a New Borrowing Base Notice to the Borrower indicating such deficiency (i) at the time of each prepayment required under this paragraph (ceach, a “Borrowing Base Deficiency Notice”), a certificate signed then the Borrower shall within ten (10) Business Days following receipt of such Borrowing Base Deficiency Notice elect whether to (1) prepay the Revolving Credit Borrowings and Swing Line Loans by a Financial Officer an amount which would, if prepaid immediately, reduce the total Revolving Credit Exposures to the amount of the Borrowing Base, (2) provide additional Oil and Gas Properties (accompanied by reasonably acceptable engineering data) not evaluated in the most recently delivered Reserve Report having present values which, in the reasonable opinion of the Majority Revolving Credit Lenders, based upon the Majority Revolving Credit Lenders’ good faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposures and execute one or more Security Instruments (or cause a Subsidiary to execute one or more Security Instruments) covering such other Oil and Gas Properties as are reasonably acceptable to the Majority Revolving Credit Lenders, or (3) do any combination of the foregoing. If the Borrower setting forth fails to make an election within ten (10) Business Days after the Borrower’s receipt of the Borrowing Base Deficiency Notice, then Borrower shall be deemed to have selected the prepayment option specified in reasonable detail Section 3.03(c)(ii)(A)(1). To the calculation extent any prepayment of Revolving Credit Borrowings and Swing Line Loans is required hereunder, if any excess of total Revolving Credit Exposures over the Borrowing Base then in effect remains after prepaying all Revolving Credit Borrowings and Swing Line Loans as a result of Letter of Credit Obligations, the Borrower shall Cash Collateralize such excess in an amount equal to the greater of (x) the amount of such prepayment Letter of Credit Obligations and (ii) not later than the later of (Ay) the date on which a Responsible Officer of the Borrower becomes aware maximum amount that such prepayment will may be made and (B) the date that is three Business Days available to be drawn at any time prior to the date stated expiry of such prepayment, a notice all outstanding Letters of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromCredit.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the each Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. In the event of If, after giving effect to any partial reduction of the Revolving Credit CommitmentsCommitments (if any), then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the lesser of the Borrowing Base and the Total Revolving Credit Commitment after giving effect to such reduction or terminationCommitment, then the Borrower Borrowers shall, on the date of such reduction or terminationreduction, repay or prepay the Revolving Credit Borrowings or cash-collateralize outstanding Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess. (b) [Intentionally omitted] (c) The Each Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (orshall, on each Business Day, if applicable, promptly upon prepay (with no corresponding Commitment reduction) an aggregate principal amount of the Loans in an amount equal to the amount, if any, by which (i) the Aggregate Revolving Credit Exposure exceeds (ii) the lesser of the Borrowing Base and the Total Revolving Credit Commitment (except as a result of Protective Loans made under Section 2.01(b) and not outstanding for more than 90 consecutive days); provided that in respect of any amounts being deemed prepayment under this Section 2.13(c) directly attributable to constitute Net Proceeds as any adjustment of Reserves, such prepayment shall be made not later than the Business Day immediately following the date such adjusted Reserves became effective; provided that in respect of any prepayment under this Section 2.13(c) directly attributable to the definition funding of a Protective Loan by the Administrative Agent, such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in prepayment shall be due on the case earlier of Net Proceeds from an Equity Issuance, (x) 90 days after the Borrower shall only be required to apply 50% funding of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 Protective Loan and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to one Business Day after demand by the Administrative Agent Agent. (id) at During any Cash Dominion Period, the time of each prepayment required under this paragraph (cBorrowers shall prepay outstanding Obligations in accordance with Section 5.15(a)(iii), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and [Reserved]. (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail[Reserved]. (biii) In If Parent Borrower or any of its Restricted Subsidiaries incurs or issues any Refinancing Term Loans or Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, Parent Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Revolving Loans (together with a corresponding permanent reduction in the event of any termination Revolving Credit Commitments) in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the Pre-Merger Revolving Credit Commitments or Post-Merger date which is five (5) Business Days after the receipt of such Net Cash Proceeds. If Parent Borrower obtains any Refinancing Revolving Credit Commitments, Parent Borrower shall, concurrently with the Borrower shall repay or prepay all the outstanding Pre-Merger receipt thereof, terminate Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of Credit Commitments in an equivalent amount pursuant to Section 2.06. (iv) Each such termination. In the event prepayment of any partial reduction Class of the Revolving Credit Commitments, then (i) at or prior Term Loans shall be paid to the effective date Lenders in accordance with their respective Applicable Percentages subject to clause (v) of such reduction, this Section 2.05(b). (v) [Reserved]. (vi) [Reserved]. (vii) If for any reason the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate of all Lenders under any Revolving Credit Exposure would exceed Facility at any time exceeds the Total aggregate Revolving Credit Commitment after giving effect Commitments under such Revolving Credit Facility then in effect, Parent Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans under such Revolving Credit Facility and/or Cash Collateralize the L/C Obligations under such Revolving Credit Facility in an aggregate amount equal to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as ; provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the that Parent Borrower shall not be required to apply any of Cash Collateralize the L/C Obligations under such Net Proceeds Revolving Credit Facility pursuant to this Section 2.05(b)(vii) unless after the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer in full of the Borrower setting forth in reasonable detail Revolving Credit Loans under such Revolving Credit Facility the calculation of aggregate Revolving Credit Exposures under such Revolving Credit Facility exceed the amount of aggregate Revolving Credit Commitments under such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromRevolving Credit Facility.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination in full of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such termination, repay or prepay all its outstanding Revolving Borrowings and all its outstanding Swingline Loans and replace all its outstanding Letters of Credit and/or deposit an amount equal to the Revolving L/C Exposure in cash in a cash collateral account established with the Administrative Agent for the benefit of the Revolving Lenders and the Issuing Bank. In the event If as a result of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of Commitments the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment Commitment, after giving effect to such reduction or terminationthereto, then the Borrower shall, on the date of such reduction or terminationreduction, repay or prepay Revolving Credit Borrowings or cash-Swingline Loans (or a combination thereof) and/or cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. Each prepayment under this Section 2.13(a) shall be made on a pro rata basis among the Revolving Commitments based on the Pro Rata Percentages of each Lender. (cb) (i) In the event that, pursuant to Section 6.04, the Borrower is required to commence an Asset Sale Offer, the Borrower shall, to the extent required under the applicable Joinder, prepay the Term Loans, New Term Loans and Refinancing Term Loans then outstanding according to the procedures and in the amounts specified below. The Asset Sale Offer shall be made to all Term Lenders, New Term Lenders and Refinancing Term Lenders and, at the election of the Borrower, to other holders of other Indebtedness under Credit Facilities that is pari passu with the Guaranteed Obligations and that constitutes Priority Lien Debt (as defined in the Collateral Trust Agreement) containing provisions similar to those set forth in this Agreement with respect to offers to prepay, purchase or redeem with the proceeds of sales of assets on a pro rata basis (and within any Class on a pro rata basis to the applicable Lenders). The Asset Sale Offer shall remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by Applicable Laws (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Prepayment Date”), the Borrower shall apply 100% of Net all Excess Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term“Offer Amount”) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of the Term Loans, New Term Loans and Refinancing Term Loans then outstanding with respect to which the Lenders thereof shall have elected a prepayment with such Excess Proceeds and, if immediately prior applicable and at the Borrower’s election, to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% prepayment or the purchase, as applicable, of such Net Proceeds other pari passu Indebtedness under Credit Facilities (on a pro rata basis, if applicable) or, if less than the Offer Amount has been accepted in such Asset Sale Offer at the end of the applicable Offer Period, to the prepayment of the Term Loans, New Term Loans if at and Refinancing Term Loans then outstanding with respect to which the time of receipt Lenders thereof shall have elected a prepayment with such Offer Amount. If the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the aggregate principal amount of Term Loans, New Term Loans, Refinancing Term Loans and such other pari passu Indebtedness accepting such Asset Sale Offer exceeds the Offer Amount, such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will or purchase shall be made and (B) the date that is three Business Days prior to the date of such prepayment, on a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrompro rata basis with respect thereto.

Mandatory Prepayments. (a) Not later than 100 days after the end of On each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996Payment Date, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% prepay the principal amount of such Excess Cash Flow to prepay Borrowings the Loan outstanding hereunder in accordance with paragraph (d) below and (ii) deliver an amount equal to the Administrative Agent a certificate signed amount by any Financial Officer which the Monthly Payment Amount computed as of the end of the second month preceding the month in which such Payment Date falls exceeds the interest due on the Loan on such Payment Date. In addition, on any Payment Date on which the outstanding principal amount of the Loan exceeds, or would pursuant to any of the provisions hereof exceed, the Maximum Principal Amount, the Borrower setting forth will prepay the amountoutstanding principal amount of the Loan by an amount sufficient to reduce the outstanding principal amount on such Payment Date to the Maximum Principal Amount. Borrower will give the Lender at least five Business Days prior notice of the aggregate principal amount to be prepaid on each Payment Date pursuant to this paragraph. Prepayments of principal under this paragraph shall be without premium or penalty. All prepayments due under this paragraph shall be applied first to the payment of all accrued but unpaid interest on the Tranche A Loan, if anythen to the principal due on the Tranche A Loan, of Excess Cash Flow for such period and then to the calculation thereof, in reasonable detailprincipal due on the Tranche B Loan. (b) In If on any Semiannual Payment Date (i) the event aggregate outstanding principal amount of the Loan exceeds, or would pursuant to any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitmentsprovisions hereof exceed, the Scheduled Principal Amount for such date and (ii) the corresponding Trailing Twelve Month Cash Flow for the twelve month period ending at the end of the second preceding month is less than the Required Trailing Twelve Month Cash Flow for such Semiannual Payment Date, the Borrower shall repay or on such Payment Date prepay all the outstanding Pre-Merger Revolving Facility Borrowings principal amount of the Loan by the amount necessary to reduce the outstanding principal balance of the Loan to the Scheduled Principal Amount applicable to such Semiannual Payment Date. Borrower will give the Lender at least five Business Days' prior notice of the aggregate principal amount to be prepaid on the Loan on each Semiannual Payment Date pursuant to this paragraph. Prepayments of principal under this paragraph shall be without premium or Post-Merger Revolving Facility Borrowingspenalty, respectively, and shall be made together with payment of all accrued but unpaid interest on the outstanding principal amount of the Loan to the date of such terminationprepayment. In All prepayments due under this paragraph shall be applied first to the event payment of any partial reduction of all accrued but unpaid interest on the Revolving Credit CommitmentsTranche A Loan, then (i) at or prior to the effective date of such reduction, principal due on the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationTranche A Loan, then to the Borrower shall, principal due on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excessTranche B Loan. (c) The If any Indebtedness is outstanding, Borrower shall apply 100% cause Lender to receive all of Net the Tranche A Warrant Proceeds. Any Tranche A Warrant Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed received by Lender shall be applied to constitute Net Proceeds as provided the outstanding Indebtedness in the definition following order: First to the payment of all accrued but unpaid interest on the Tranche A Loan, then to the principal due on the Tranche A Loan, then to the principal due on the Tranche B Loan, and finally to any other fixed, agreed upon or liquidated amount of the outstanding Indebtedness. Any surplus shall be paid to the Borrower within 3 Business Days after Lender's receipt of such termproceeds. (d) If the Anschutz Option is exercised, Lender shall be entitled to prepay Borrowings receive from Anschutz the Gross Warrant Proceeds in accordance with paragraph (d) below; provided, however, that, the terms of the Anschutz Option. All Net Warrant Proceeds received by Lender in connection with the exercise of the Anschutz Option shall be applied to the outstanding Indebtedness in the case following order: First to the principal due on the Tranche B Loan, then to the payment of Net Proceeds from an Equity Issuanceall accrued but unpaid interest on the Tranche A Loan, (x) then to the principal due on the Tranche A Loan, and finally to any other fixed, agreed upon or liquidated amount of the outstanding Indebtedness. Any surplus shall be paid to the Borrower shall only be required to apply 50% within 3 Business Days after Lender's receipt of such Net Proceeds proceeds. (e) If after the expiration of the Anschutz Option the Tranche B Warrant is transferred by Lender and any Indebtedness is outstanding, any proceeds payable to Borrower as payment of the exercise price of the Tranche B Warrant shall be paid to Lender and applied to the prepayment outstanding Indebtedness in the following order: First to the principal due on the Tranche B Loan, then to the payment of Loans if immediately prior all accrued but unpaid interest on the Tranche A Loan, then to the principal due on the Tranche A Loan, and finally to any other fixed, agreed upon or liquidated amount of the outstanding Indebtedness. Any surplus shall be paid to the Borrower within 3 Business Days after Lender's receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds proceeds. (f) If the Lender exercises any of the Tranche B Warrant, the Lender may offset the exercise price owed by the Lender to the prepayment of Loans if at Borrower in connection with such exercise against the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer outstanding principal balance of the Borrower setting Loan, all accrued but unpaid interest thereon, and any other fixed, agreed upon or liquidated amount of the Indebtedness and such offset shall be applied in the order set forth in reasonable detail the calculation of the amount of such prepayment and Paragraph (iie) not later than the later of above. (Ag) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days If prior to the date satisfaction of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise Indebtedness Borrower issues Common Stock pursuant to the applicable prepayment event and a reasonably detailed calculation exercise of any of the Net Proceeds therefromWarrants and Lender fails to receive the full payment it is entitled to from the party exercising such Warrants, then Borrower shall immediately pay to Lender an amount sufficient to cover the shortfall. If at any time prior to the satisfaction of the Indebtedness Borrower receives any proceeds in connection with the exercise of any of the Warrants, Borrower shall immediately deliver such proceeds to Lender. Any payment made by Borrower pursuant to the preceding two sentences shall be applied against the Loan in the order provided for in the applicable paragraph of this Section 2.08 based on the Warrant that was exercised.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyBorrowers shall, on the date of such termination, repay or prepay all outstanding Revolving Credit Borrowings and replace or cause to be canceled (or cash collateralize or backstop pursuant to arrangements satisfactory to the Administrative Agent and each Issuing Bank) all outstanding Letters of Credit issued by each such Issuing Bank. In the event of If, after giving effect to any partial reduction of the Revolving Credit CommitmentsCommitments or at any other time (including on any Calculation Date), then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationCommitment, then the Borrower Revolving Borrowers shall, on the date of such reduction or terminationat such other time, repay or prepay Revolving Credit Borrowings and, after the Revolving Credit Borrowings shall have been repaid or cash-prepaid in full, replace or cause to be canceled (or cash collateralize outstanding or backstop pursuant to arrangements satisfactory to the Administrative Agent and such Issuing Bank) Letters of Credit issued by each such Issuing Bank in an amount sufficient to eliminate such excess. (cb) The Borrower Not later than the Asset Sale Prepayment Date with respect to any Asset Sale, the Borrowers shall apply an amount equal to 100% of the Net Cash Proceeds promptly upon its receipt thereof received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(f); provided that (i) no such prepayment will be required until the Net Cash Proceeds in respect of Asset Sales received from and after the time of the immediately preceding prepayment under this clause (b) (or if no such prepayments have yet occurred since the 2016 Restatement Date, from the 2016 Restatement Date) exceeds $100,000,000 (or, if applicablean asset sale offer or prepayment is required at a lower threshold under the definitive documentation governing any Material Indebtedness, promptly upon such lower threshold) and (ii) with respect to the Net Cash Proceeds of any amounts being deemed Asset Sale, to constitute Net Proceeds as provided in the definition extent any applicable Senior Secured Note Indenture requires the Borrowers to prepay or make an offer to purchase Senior Secured Notes with Liens on the Collateral ranking pari passu with the Liens securing the Bank Obligations with the proceeds of such term) Asset Sale, the Net Cash Proceeds to be applied to prepay Borrowings outstanding Term Loans pursuant to this clause (b) shall be reduced by an amount equal to the product of (1) the amount of such Net Cash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of the Senior Secured Notes with a Lien on the Collateral ranking pari passu with the Liens securing the Bank Obligations and with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is the sum of the outstanding principal amount of such Senior Secured Notes and the outstanding principal amount of Term Loans. (c) No later than the earlier of (i) 90 days after the end of each fiscal year of Holdings, commencing with the fiscal year ending on December 31, 2016, and (ii) the date that is 10 days following the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrowers shall prepay outstanding Term Loans in accordance with paragraph Section 2.13(f) in an aggregate principal amount equal to (A) (x) if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been greater than 3.0 to 1.0, 50% of Excess Cash Flow for the fiscal year then ended and (y) if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been less than or equal to 3.0 to 1.0 and greater than 2.5 to 1.0, 25% of Excess Cash Flow for the fiscal year then ended (it being understood that no prepayment pursuant to this Section 2.13(c) shall be required in respect of the fiscal year then ended if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been less than or equal to 2.5 to 1.0), in each case minus (B) Voluntary Prepayments and prepayments of Revolving Loans under Section 2.12(a) during such fiscal year but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments are not made with funds received in connection with a refinancing of all or any portion of such Indebtedness minus (C) the amount of cash used to make permanent voluntary prepayments, repurchases or redemptions, as the case may be, of Term Loans pursuant to Section 2.12(b) or 9.04(m) or of Senior Secured Notes (and the repayment or redemption of Senior Secured Notes upon the maturity thereof) during such fiscal year but only to the extent that the Term Loans and Senior Secured Notes so prepaid, repaid, repurchased or redeemed, as the case may be, by their terms cannot be reborrowed, redrawn or resold and such prepayments, repayments, repurchases or redemptions are not made with funds received in connection with a refinancing of all or any portion of such Term Loans and Senior Secured Notes; provided that the Borrowers may use a portion of such Excess Cash Flow to prepay Senior Secured Notes in the form of senior secured loans with Liens on the Collateral ranking pari passu with the Liens securing the Bank Obligations to the extent the definitive documentation in respect of any such Senior Secured Notes requires the Borrowers to prepay such Senior Secured Notes with such Excess Cash Flow (and, for the avoidance of doubt, the amount of Excess Cash Flow required to be applied in prepayment of the Term Loans pursuant to this Section 2.13(c) shall be reduced by such portion), in each case in an amount not to exceed the product of (1) the amount of such Excess Cash Flow and (2) a fraction, the numerator of which is the outstanding principal amount of such Senior Secured Notes with respect to which such a requirement to prepay exists and the denominator of which is the sum of the outstanding principal amount of such Senior Secured Notes and the outstanding principal amount of Term Loans. (d) below; provided, however, that, in In the case event that any Loan Party or any Subsidiary of a Loan Party shall receive Net Cash Proceeds from an Equity Issuancethe issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any Subsidiary of a Loan Party (other than any cash proceeds from Indebtedness permitted by Section 6.01), the Borrowers shall, substantially simultaneously with (xand in any event not later than the fourth Business Day next following) the Borrower shall only be required receipt of such Net Cash Proceeds by such Loan Party or such Subsidiary, apply an amount equal to apply 50100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(f). (e) Notwithstanding the prepayment of Loans if immediately prior foregoing, Holdings (in its sole discretion) may give each Term Lender the option (in its sole discretion) to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds elect, by written notice to the prepayment of Loans if Administrative Agent at the time of receipt thereof and in the Leverage Ratio is greater than 2.50 manner specified by the Administrative Agent in consultation with Holdings, to 1.00 decline all (but not greater less than 3.00 all) of any mandatory prepayment of its Term Loans pursuant to 1.00 this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds may be retained by the Borrowers and will be added to the Available Amount. (f) Subject to Section 2.13(e), mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata to each Class of Term Loans and applied to the remaining scheduled installments of principal due pursuant to clauses (i), (ii) and (yiv) of Section 2.11(a) as directed by the applicable Borrower shall not be required to apply (and absent any such direction, in direct order of such Net Proceeds to maturity against the prepayment remaining scheduled installments of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The principal due). (g) Each applicable Borrower shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section 2.13, (c), i) a certificate signed by a Financial Officer of the such Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) at least four Business Days prior irrevocable written notice of such prepayment, which notice, in the case of any prepayments required under Section 2.13(b) or Section 2.13(d), may be conditioned upon the receipt by Holdings or a Subsidiary of the Net Cash Proceeds referred to therein or the occurrence of any other event. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Sections 2.13(f) and 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) Notwithstanding the foregoing provisions, to the extent that repatriating any or all of the Net Cash Proceeds from any Asset Sale or Excess Cash Flow attributable to a Foreign Subsidiary (x) would result in material adverse tax consequences to Holdings or any Subsidiary or (y) is prohibited or delayed by applicable local law from being repatriated to any jurisdiction that would enable such amounts to be applied to prepayment pursuant to this Section 2.13 (in the case of the foregoing clauses (x) and (y), as reasonably determined by Holdings in good faith, which determination shall be conclusive), the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not later than be required to be applied in compliance with the later foregoing provisions, and such amounts may be retained by the applicable Foreign Subsidiary or invested in, distributed to or otherwise transferred to any other Foreign Subsidiary; provided, however, that, in the case of this clause (y), if the Net Cash Proceeds or Excess Cash Flow the repatriation of which is prohibited or delayed by applicable local law exceeds $10.0 million, Holdings shall take commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation, and if such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow can be achieved such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be applied (whether or not repatriation actually occurs), in compliance with the foregoing provisions (A) in the date on which a Responsible Officer case of the Borrower becomes aware that such prepayment will be made Excess Cash Flow, within 10 Business Days thereafter and (B) in the case of Net Cash Proceeds from Any Asset Sale, within the time periods specified in Section 2.13(b) above (measured from the date that is three Business Days prior to the date of such prepaymentNet Cash Proceeds can be repatriated, a notice of whether or not such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromrepatriation actually occurs).

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess If, on any date and for any reason (except for the reason set forth in Section 2.06(c)(iv)),, the Outstanding Amount of L/C Obligations exceeds the L/C Sublimit, the Borrowers will immediately (and in any event within three Business Days thereof) Cash Flow for such fiscal year and apply 75% Collateralize the Outstanding Amount of such Excess Cash Flow L/C Obligations in an amount equal to prepay Borrowings in accordance with paragraph (d) below and such excess. (ii) deliver to If, on any date the Administrative Agent a certificate signed by any Financial Officer Total Revolving Credit Outstandings, less the amount of L/C Obligations Cash Collateralized, exceeds the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Aggregate Revolving Credit Commitments or Post-Merger Revolving Credit Commitmentsthen in effect, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of including after giving effect to any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto Commitments pursuant to Section 2.07, the Borrowers will immediately (and in any event within three Business Days thereof), and without notice or demand, prepay the outstanding principal amount of the Revolving Credit Loans and Swing Line Loans and the amount of L/C Borrowings by an amount equal to the applicable excess. Any such prepayment will be applied, first, to any L/C Borrowings, second, to prepay any outstanding Swing Line Loans and third, to prepay any outstanding Revolving Credit Loans. (iiiii) if If, following any reduction of the Aggregate Revolving Credit Exposure Commitments pursuant to Section 2.07, the Outstanding Amount of Swing Line Loans would exceed the Total Swing Line Sublimit (including as reduced by such reduction), the Borrowers will prepay on the reduction date the Outstanding Amount of Swing Line Loans by an amount equal to the amount by which such Outstanding Amount exceeds the Swing Line Sublimit. (iv) If, following any reduction of the Aggregate Revolving Credit Commitment after giving effect Commitments pursuant to Section 2.07, the Outstanding Amount of L/C Obligations would exceed the L/C Sublimit (including as reduced by such reduction or terminationreduction), then the Borrower shall, on Borrowers will Cash Collateralize the date Outstanding Amount of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit L/C Obligations in an amount sufficient equal to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.

Mandatory Prepayments. If the Term Loans are accelerated (aincluding, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Borrower shall immediately pay to Agent at the relevant time, an amount equal to the sum of: (i) Not later than 100 days after all outstanding principal of the end Term Loans, plus accrued and unpaid interest through the prepayment date, (ii) the Exit Fee, plus (iii) all other Obligations that are due and payable to the Lender, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Upon the occurrence of a Prepayment Event, Borrower shall immediately pay to the Agent for the ratable account of each fiscal year applicable Lender holding Term Loans subject to such Prepayment Event, at the relevant time, and amount equal to the applicable Prepayment Amount, which shall be applied (i) first, to Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (ii) second, to the Exit Fee in respect of Borrowerthe principal of Term Loans being prepaid, commencing with (iii) third, to all accrued and unpaid interest though the fiscal year ending December 28prepayment date, 1996(iv) fourth, to the outstanding principal of the Term Loans and (v) fifth, to all other Obligations. Upon the occurrence of a Regulatory Call Event or Manufacturing Call Event, the Borrower shall promptly pay the Agent for the ratable account of each applicable Lender holding Term Loans subject to such Call Event (i) calculate Excess Cash Flow for an amount so that the aggregate principal amount of Term Loans outstanding after such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below payment does not exceed $50,000,000 and (ii) deliver the Exit Fee in respect of the principal of Term Loans being prepaid. In addition, following the occurrence of a Regulatory Call Event or Manufacturing Call Event, Borrower shall make consecutive monthly payments to the Administrative Agent a certificate signed by any Financial Officer for the ratable account of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect each applicable Lender holding Term Loans subject to such reduction or termination, then Call Event of principal of $5,000,000 until the Borrower shall, on the date earlier of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 Call Event no longer continuing and (y) the Borrower shall not be required aggregate principal amount of Term Loans outstanding is equal to apply or less than $25,000,000. Notwithstanding (but without duplication with) the foregoing, on the Maturity Date, if any fees payable under this Agreement by reason of such Net Proceeds to prepayments had not previously been paid in full in connection with the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The amount outstanding under this Agreement in full, Borrower shall deliver pay any such fees to each Lender in accordance with the Administrative Agent (i) at the time terms of each prepayment required under this paragraph (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) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromAgreement.

Mandatory Prepayments. (a) Not Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness (excluding any Indebtedness incurred in accordance with Section 7.2) shall be incurred by Holdings or any of its Restricted Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied not later than 100 days one Business Day after the end date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date any Loan Party shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied not later than five Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that notwithstanding the foregoing, (x) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (y) on the date (the “Trigger Date”) that is one year after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Borrower, Holdings commencing with the fiscal year ending December 28September 30, 19962012, there shall be Excess Cash Flow, Holdings shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanied by permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such fiscal year, in each case other than to the extent any such prepayment is funded with the proceeds of new long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the date on which the financial statements of Holdings referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders. (d) Amounts to be applied in connection with prepayments pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b) until paid in full. The application of any prepayment pursuant to Section 2.12 shall be made, first, to ABR Loans and, second, to Eurocurrency Loans. Each prepayment of the Term Loans under Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) If as of the last Business Day of each calendar month (computed by the Administrative Agent using the current exchange rate as of such Business Day and promptly notified to the Multicurrency Revolving Lenders and the Borrower) the Dollar Amount of the aggregate outstanding principal amount of the Revolving Loans shall exceed 105% of the aggregate Revolving Commitments, the Borrower shall, within five Business Days after the Borrower’s receipt of such notice, prepay Multicurrency Revolving Loans in such amounts as shall be necessary so that after giving effect thereto the aggregate outstanding principal amount of such Revolving Loans does not exceed the Revolving Commitments as of such Business Day. (f) Notwithstanding anything to the contrary in Sections 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment pursuant to this Section 2.12 that is allocated to Tranche B Term Loans and each Tranche of New Term Loans (such amount for such Class, the “Prepayment Amount”, and each such Class, an “Applicable Class”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such Prepayment Amount to the Applicable Class of Term Loans as provided in paragraph (d) above, on the date specified in this Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender and each New Term Lender a notice substantially in the form of Exhibit L (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender and each New Term Lender a Prepayment Option Notice, which shall be in a form reasonably satisfactory to the Administrative Agent, and shall include an offer by the Borrower to prepay, on the date (each a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option Notice, each Applicable Class of Loans of such Lender by an amount equal to the portion of the Prepayment Amount for such Class indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Applicable Class of Term Loans. Each Tranche B Term Lender and each New Term Lender may reject all or a portion of its Prepayment Amount of the Applicable Class by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after such Lender’s receipt of the Prepayment Option Notice (which notice shall specify the principal amount of the Prepayment Amount for each Applicable Class to be rejected by such Lender); provided that any Lender’s failure to so reject such Prepayment Amount for any Applicable Class shall be deemed an acceptance by such Term Lender of such Prepayment Option Notice for such Applicable Class and the amount to be prepaid in respect of Term Loans of such Applicable Class held by such Lender. On the Mandatory Prepayment Date, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow pay to the relevant Lenders the aggregate amount necessary to prepay Borrowings that portion of the outstanding Term Loans of the Applicable Class in accordance with paragraph respect of which such Lenders have (dor are deemed to have) below accepted prepayment as described above and (ii) deliver prepay outstanding Tranche A Term Loans in an aggregate amount equal to the Administrative Agent a certificate signed amounts declined by Lenders as described above; provided that, upon the making of such prepayments, any Financial Officer amount remaining unapplied (i.e., after the payment in full of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (bTranche A Term Loans) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior be returned to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excessBorrower. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans. In the event of If, after giving effect to any partial reduction of the Revolving Credit CommitmentsCommitments or at any other time, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationCommitment, then the Borrower shall, on the date of such reduction or terminationat such other time, repay or prepay Revolving Credit Borrowings Loans. (b) In the event that the Borrower or cash-collateralize any Restricted Subsidiary shall receive any Casualty Event Receipt, the Borrower shall not later than the third Business Day following the receipt of such Casualty Event Receipt by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Casualty Event Receipt to prepay outstanding Letters Loans in accordance with Section 2.12(e). (c) In the event a Deficiency exists, the Borrower shall within ten (10) days after written notice from the Administrative Agent to the Borrower of Credit such Deficiency, notify the Administrative Agent that it intends to take one or more of the following actions, in each case within ninety (90) days after such election, to (x) provide additional Perfected Mortgaged Properties with and appraised value sufficient to eliminate the Deficiency, or (y) prepay outstanding Loans in an amount sufficient to eliminate such excessthe Deficiency. (d) Mandatory prepayments under Section 2.12(b) and (c) The Borrower shall apply 100% be applied without penalty or premium to Revolving Loans with no corresponding permanent reduction of Net Proceeds promptly upon its receipt thereof the Revolving Credit Commitments. (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such terme) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section 2.12, (c), 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) not later than to the later of extent practicable, at least three (A3) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.15, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrompayment.

Mandatory Prepayments. (ai) Not later than 100 days If at any time the outstanding balances of the Revolving Loan and the Swing Line Loan exceed the lesser of (A) the Maximum Amount and (B) the Borrowing Base, Borrower shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the end aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of each fiscal year Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. If at any time the outstanding balances of Borrower, commencing with the fiscal year ending December 28, 1996Acquisition Loans exceed the Maximum Acquisition Loan Amount, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver immediately repay the aggregate outstanding Acquisition Loan Advances to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient extent necessary to eliminate such excess. (cii) The Immediately upon receipt by any Credit Party of any proceeds of any asset disposition (excluding proceeds of asset dispositions permitted by Section 6.8(a), but including any sale of Stock of any Subsidiary of any Credit Party, Borrower shall apply 100% prepay the Loans in an amount equal to all such proceeds, net of Net Proceeds promptly upon its receipt thereof (orA) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if applicableany, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such termand (D) to prepay Borrowings an appropriate reserve for income taxes in accordance with paragraph GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). (diii) below; providedIf Borrower issues Stock, howeverno later than the Business Day following the date of receipt of the proceeds thereof, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only prepay the Loans in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be required to apply 50% of such Net Proceeds applied in accordance with Section 1.3(c). Notwithstanding anything herein to the prepayment contrary, as long as no Default or Event of Loans if immediately prior Default has occurred and is continuing, proceeds from the Private Issuance in an aggregate amount not to receipt thereof exceed $4,550,000 and any future proceeds received upon the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% exercise of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and one or more PIPE Warrants (yi) the Borrower shall not be required to apply any of such Net Proceeds be used to the prepayment of prepay Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than may be used by Borrower to make (a) Permitted Acquisitions and Permitted Intellectual Property Acquisitions otherwise permitted pursuant to Section 6.1 hereof and (b) investments, loans and advances to the later extent otherwise permitted under Section 6.2 hereof. (iv) On the date that is twenty (20) days after the earlier of (A) the date on which a Responsible Officer of Borrower's annual audited Financial Statements for the Borrower becomes aware that such prepayment will be made and immediately preceding Fiscal Year are delivered pursuant to Annex E or (B) the date that is three Business Days prior on which such annual audited Financial Statements were required to be delivered pursuant to Annex E, Borrower shall prepay the date scheduled principal installments of each of the outstanding Acquisition Loan Advance on a pro rata basis, in an aggregate amount equal to one hundred percent (100%) of Excess Cash Flow for the immediately preceding Fiscal Year. Each such prepaymentprepayment shall be accompanied by a certificate signed by Borrower's chief financial officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, a notice of such prepayment. Such which certificate shall also describe be in reasonable detail the facts form and circumstances giving rise substance satisfactory to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromAgent.

Mandatory Prepayments. (i) In all cases subject to Section 2.11(b)(iii), only if an Event of Default or a Full Cash Dominion Period shall have occurred and be continuing, than no later than 10 Business Days following the date of receipt by (x) the Borrowers or any of their Restricted Subsidiaries of Net Cash Proceeds in respect of any Asset Sale with respect to any ABL Priority Collateral that constitutes Accounts, Credit Card Receivables, Inventory or other type of ABL Priority Collateral included from time to time in the calculation of the Borrowing Base (such ABL Priority Collateral, the “Specified Prepayment Collateral”) or (y) the Borrowers or any of their Restricted Subsidiaries (or the Administrative Agent or Collateral Agent as loss payee) of Net Cash Proceeds in respect of any Recovery Event with respect to any Specified Prepayment Collateral, the Borrowers shall repay the outstanding Loans as set forth in Section 2.11(d) and, if the Loans are repaid in full, the Borrowers shall cash collateralize the outstanding LC Exposure as set forth in Section 2.06(j) (without a permanent reduction of the Aggregate Commitments), in an aggregate amount equal to 100% of such Net Cash Proceeds. Notwithstanding the foregoing, neither the Borrowers nor any of their Restricted Subsidiaries shall be required to repay the Loans or cash collateralize the LC Exposure with Net Cash Proceeds in respect of Specified Prepayment Collateral received by a Restricted Subsidiary that is an International Subsidiary to the extent that (a) Not the repatriation of such Net Cash Proceeds to fund such repayments would, in the good faith judgment of the Borrowers, result in material adverse tax consequences to the Borrowers or any of their Restricted Subsidiaries (taking into account any foreign tax credit or benefit received in connection with such repatriation) or conflict with applicable law; provided that, in any event, the Borrowers shall use commercially reasonable efforts to eliminate such tax effects in order to make such prepayments, and (b) such adverse tax consequences or legal limitation is not directly attributable to actions taken by the Borrowers or any of their Subsidiaries with the intent of avoiding or reducing repayments required pursuant to this Section 2.11(b)(i). (ii) In all cases subject to Section 2.11(b)(iii), no later than 100 days after 10 Business Days following the end date of each fiscal receipt by the Borrowers or any of their Restricted Subsidiaries of Net Cash Proceeds in respect of a Divested Property in excess of $15,000,000 in any calendar year of Borrower(in the aggregate for the Borrowers and their Restricted Subsidiaries for all Divested Property), commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75an amount equal to 100% of such Excess Net Cash Flow Proceeds in excess of $15,000,000 shall be applied by the Borrowers to prepay Borrowings (x) repay the outstanding Loans (for application in accordance with paragraph Section 2.11(d)) and, solely to the extent a Full Cash Dominion Period shall have occurred and be continuing, to cash collateralize the LC Exposure (das set forth in Section 2.06(j)), (and if no Full Cash Dominion Period shall have occurred and be continuing, such Net Cash Proceeds that would otherwise cash collateralize the LC Exposure shall be retained by the Borrowers) below (in each case under this clause (x), without a permanent reduction in the Aggregate Commitments) and (iiy) deliver repay the loans then outstanding under the Term Facility (in accordance with the Term Loan Credit Agreement), on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and the outstanding LC Exposure (without regard to the Administrative Agent a certificate signed by occurrence or non-occurrence of any Financial Officer Full Cash Dominion Period) and the outstanding principal amount of loans outstanding under the Borrower setting forth the amountTerm Facility at such time); provided that, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving pro forma effect to such reduction or terminationprepayment of the Loans and, if applicable, cash collateralization of the LC Exposure outstanding under this Agreement, Excess Availability is less than $1,000,000,000, then the Borrower shall, on the date portion of such reduction or termination, repay or Net Cash Proceeds allocated to prepay Revolving Credit Borrowings or cash-collateralize the Obligations outstanding Letters of Credit under this Agreement shall be increased in an amount sufficient to eliminate cause Excess Availability to equal $1,000,000,000 (and the portion allocated to prepay the loans outstanding under the Term Facility shall be reduced accordingly) after giving pro forma effect to such excess. (c) The Borrower shall apply 100% prepayment; provided, further, that if after giving pro forma effect to such prepayment of Loans and, if applicable, cash collateralization of the LC Exposure outstanding under this Agreement, the Senior Secured Net Leverage Ratio for the most recently ended Test Period is less than or equal to 2.00 to 1.00, such amount of Net Cash Proceeds promptly upon its receipt thereof that otherwise would have been required to be used to repay the Loans and cash collateralize LC Exposure shall be permitted to be reinvested as if they constituted Net Cash Proceeds from an Asset Sale pursuant to Section 2.07(b)(i) of the Term Loan Credit Agreement (as in effect on the Term Loan Closing Date) and, if not so reinvested at the end of the applicable period set forth in Section 2.07(b)(i) of the Term Loan Credit Agreement (as in effect on the Term Loan Closing Date) shall be used to repay the outstanding Loans and, solely to the extent that a Full Cash Dominion Period shall have occurred and be continuing, cash collateralize the LC Exposure with such Net Cash Proceeds in an amount equal to such Net Cash Proceeds as set forth in Section 2.11(d). Notwithstanding the foregoing, neither the Borrowers nor any of their Restricted Subsidiaries shall be required to repay the Loans or, if applicable, promptly upon cash collateralize the LC Exposure with Net Cash Proceeds in respect of any amounts being deemed Divested Property by a Restricted Subsidiary that is an International Subsidiary to constitute the extent that (a) the repatriation of such Net Cash Proceeds as provided to fund such repayments would, in the definition good faith judgment of the Borrowers, result in material adverse tax consequences to the Borrowers or any of their Subsidiaries (taking into account any foreign tax credit or benefit received in connection with such termrepatriation) to prepay Borrowings in accordance or conflict with paragraph (d) belowapplicable law; provided, however, provided that, in any event, the case of Net Proceeds from an Equity Issuance, (x) the Borrower Borrowers shall only be required use commercially reasonable efforts to apply 50% of eliminate such Net Proceeds tax effects in order to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of make such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 prepayments; and (yb) such adverse tax consequences or legal limitation is not directly attributable to actions taken by the Borrower shall not be required to apply Borrowers or any of their Subsidiaries with the intent of avoiding or reducing repayments required pursuant to this Section 2.11(b)(ii). (iii) In the event and on such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of occasion that: (A) the date on which a Responsible Officer Aggregate Revolving Exposure of the Borrower becomes aware that any Lender exceeds such prepayment will be made and Lender’s Commitment; or (B) except for Protective Advances permitted under Section 2.04, the date that is three Business Days prior Aggregate Revolving Exposure exceeds the Maximum Borrowing Amount; the Borrowers, as applicable, shall promptly prepay the Revolving Loans, LC Exposure (or cash collateralize undrawn Letters of Credit) and/or Swingline Loans in an aggregate amount equal to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromexcess.

Mandatory Prepayments. (a) Not later than 100 days after If at any time the end aggregate outstanding principal amount of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996Receivables Loan shall exceed the Receivables Borrowing Base, the Borrower Debtor shall immediately notify the Lender of such fact and make a mandatory prepayment ("Mandatory Receivables Prepayment") in the amount necessary to reduce the then outstanding amount of the Receivables Loan to the amount of the Receivables Borrowing Base determined as at such time. If a Mandatory Receivables Prepayment is required, the Debtor shall have the option to eliminate all, or any part, of the Receivables Borrowing Base Deficiency and thereby avoid the obligation, in whole or part, to make a Mandatory Receivables Prepayment by (i) calculate Excess Cash Flow for such fiscal year and apply 75% promptly notifying the Lender in writing of such Excess Cash Flow the Debtor's intention to prepay Borrowings in accordance with paragraph (d) below deliver new Notes Receivable, which when pledged would constitute Eligible Notes Receivable, to the Lender so as to increase the Receivables Borrowing Base to the required amount and (ii) deliver promptly assigning and delivering such new Notes Receivable to the Administrative Agent a certificate signed by any Financial Officer Lender or such other Person as Lender may designate, but in no event later than 3 Business Days after the delivery of the Borrower setting forth the amountmonthly reports required to be delivered pursuant to Section 7.14(f) hereof that show that such Receivables Borrowing Base Deficiency exists, provided that, if any, such monthly reports are not delivered on or before the date provided therefor in said Section 7.14(f) or if such monthly reports are so delivered but fail to reflect (in the reasonable opinion of Excess Cash Flow for the Lender) a Receivables Borrowing Base Deficiency which exists in the month which is the subject of such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitmentsreports, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then actions required to be undertaken in subclause (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and subclause (ii) if above in respect of the Aggregate Revolving Credit Exposure would exceed Debtor's option set forth in this sentence shall be undertaken in connection with the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date Debtor's exercise of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), 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) option not later than the later of (A) the date on which a Responsible Officer 15th day of the Borrower becomes aware that month following the month in which such prepayment will Receivables Borrowing Base Deficiency occurred. Such assignment and delivery shall comply with the document delivery and recordation requirements set forth in Section 6 of this Agreement. Any Mandatory Receivables Prepayment to be made and (Bby the Debtor pursuant to this Section 2.3(b) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation not affect any other Obligation of the Net Proceeds therefrom.Debtor arising under this Agreement, the Notes or any other Security Document. Mandatory Receivables Prepayments shall not be subject to any prepayment premium. If any Receivables Borrowing Base Deficiency arises as a result of one or

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% If at any time the outstanding balance of such Excess Cash Flow to prepay Borrowings in accordance with paragraph the Tranche A Revolving Loan exceeds the lesser of (dA) below the Tranche A Maximum Amount and (iiB) deliver the Tranche A Borrowing Base, less, in each case, the outstanding Swing Line Loan at such time less the Letter of Credit Obligations outstanding, Borrower shall immediately repay the aggregate outstanding Tranche A Revolving Credit Advances to the Administrative Agent a certificate signed by extent required to eliminate such excess. If any Financial Officer such excess remains after repayment in full of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger aggregate outstanding Tranche A Revolving Credit Commitments or Post-Merger Revolving Credit CommitmentsAdvances, the Borrower shall repay or prepay all provide cash collateral for the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on Letter of Credit Obligations in the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior manner set forth in Annex B to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient extent required to eliminate such excess. (cii) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon If at any amounts being deemed to constitute Net Proceeds as provided in time the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer outstanding balance of the Borrower setting forth in reasonable detail Tranche B Revolving Loan exceeds the calculation of the amount of such prepayment and (ii) not later than the later lesser of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made Tranche B Maximum Amount and (B) the date that is three Tranche B Borrowing Base, Borrower shall immediately repay the aggregate outstanding Tranche B Revolving Credit Advances to the extent required to eliminate such excess. Notwithstanding the foregoing, any prepayment pursuant to this Section 1.3(b)(ii) shall be paid only after any and all mandatory prepayments required by Section 1.3(b)(i) have been paid. (iii) Immediately upon receipt by any Credit Party of proceeds of any asset disposition (including condemnation proceeds, but excluding proceeds of asset dispositions permitted by Section 6.8(a)) or any sale of Stock of any Subsidiary of any Credit Party, Borrower shall prepay the Loans in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with clause (c) below. (iv) If Holdings or Borrower issues Stock or incurs any Indebtedness (other than Indebtedness permitted by Section 6.3) no later than the Business Days prior to Day following the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation receipt of the Net Proceeds therefromproceeds thereof, Borrower shall prepay the Loans in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable transaction costs, fees and expenses paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with clause (c) below.

Mandatory Prepayments. (a) Not later than 100 days after On any date that a Borrowing Base Deficiency exists as reflected in the end of each fiscal year of BorrowerBorrowing Base Certificate delivered pursuant to Section 6.02(c) or, commencing with respect to any Borrowing Base Deficiency as notified to the fiscal year ending December 28Borrower by the Administrative Agent, 1996as such Borrowing Base Deficiency is calculated by the Administrative Agent in its sole discretion as permitted under Section 2.17, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% on the immediately following Business Day, to the extent of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amountdeficiency, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) that the Borrower shall not be required to apply any of such Net Proceeds Cash Collateralize the L/C Obligations pursuant to this Section 2.05(a) unless after the prepayment in full of the Revolving Credit Loans if at the time Total Revolving Credit Outstandings exceed the lesser of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time Revolving Credit Facility and (ii) the Borrowing Base then in effect. If an AutoBorrow Agreement is in effect, the Borrower shall make such mandatory prepayments of each prepayment Swing Line Loans which may be required under this paragraph such AutoBorrow Agreement. (b) [Reserved] (c)) With respect to each Borrowing as to which a Use of Proceeds Certificate is required to have been delivered hereunder, a certificate signed by a Financial Officer of if the Borrower setting forth has not applied the proceeds of such Borrowing as detailed in reasonable detail such Use of Proceeds Certificate by the calculation third Business Day following the date such Borrowing is made, then on the fourth Business Day after such Borrowing is made, the Borrower shall, to the extent of the amount of such unused proceeds, first prepay the outstanding principal amount of the Swing Line Loans until such Swing Line Loans are repaid in full, and second prepay the outstanding principal amount of the Revolving Credit Loans until such Revolving Credit Loans are repaid in full. This clause (c) may be waived, extended or amended by the Required Lenders and the Borrower. (d) If for any reason, the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility then in effect, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless after the prepayment in full of the Revolving Credit Loans the Total Revolving Credit Outstandings exceed the lesser of (i) the Revolving Credit Facility and (ii) not later than the later of (A) the date on which a Responsible Officer of Borrowing Base then in effect. If an AutoBorrow Agreement is in effect, the Borrower becomes aware that shall make such prepayment will mandatory prepayments of Swing Line Loans which may be made and (B) the date that is three Business Days prior to the date of required under such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromAutoBorrow Agreement.

Mandatory Prepayments. The Borrower shall be required to make mandatory prepayments of the Revolving Credit Obligations in accordance with the following: (ai) Not later If at any time and for any reason the Revolving Credit Obligations are greater than 100 days the Aggregate Revolving Loan Commitment, the Borrower shall immediately make a mandatory prepayment of the Revolving Credit Obligations in an amount equal to such excess. (ii) If the L/C Obligations outstanding at any time are greater than the Aggregate Revolving Loan Commitment at such time minus the sum of the outstanding principal amount of the Revolving Loans at such time and the outstanding principal amount of the Swing Line Loans at such time, the Borrower shall either prepay the Obligations in an amount equal to such excess or deposit cash Collateral with the Administrative Agent in an amount in Dollars equal to such excess. (iii) On any date on which a sale, transfer or other disposition of the Borrower's or any Subsidiary's Property occurs, the Borrower shall make a mandatory prepayment of the Revolving Credit Obligations in such amount as is required by Section 7.3(A)(vi). (iv) On the date any Disclosed Domestic Subsidiary Asset Sale is consummated, the Borrower shall make a mandatory prepayment of the Revolving Credit Obligations in an amount equal to one-hundred percent (100%) of the net cash proceeds (including Cash Equivalents) resulting therefrom. (v) On the date the Disclosed Foreign Subsidiary Asset Sale is consummated, the Borrower shall make a mandatory prepayment of the Revolving Credit Obligations in an amount equal to fifty percent (50%) of the net cash proceeds (including Cash Equivalents) resulting therefrom. Mandatory prepayments arising under the foregoing clauses (iii) through (v) shall be made (x) on the same day on which the Asset Sale giving rise to such mandatory prepayment is consummated if the Borrower or the applicable Subsidiary receives the net cash proceeds of such Asset Sale by 3:00 p.m. Chicago time on such date or (y) by 9:00 a.m. Chicago time on the first Business Day to occur after the end date on which such Asset Sale is consummated if the net cash proceeds of each fiscal year of Borrower, commencing with such Asset Sale are not received by the fiscal year ending December 28, 1996Borrower or the applicable Subsidiary by 3:00 p.m. Chicago time on the date such Asset Sale is consummated. With respect to any mandatory prepayment required under the foregoing clauses (iii) through (v), the Borrower shall (ia) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to direct the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for to apply such period and the calculation thereof, mandatory prepayment in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit CommitmentsObligations on the date such mandatory prepayment is made, then (i) at or prior with the Borrower also remitting to the effective date of such reduction, the Administrative Agent shall notify for the Borrower and the Revolving Credit Lenders benefit of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect Lenders on such date all indemnification amounts required pursuant to such reduction or termination, then the Borrower shall, on the date Section 4.4 as a result of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) belowmandatory prepayment; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) that the Borrower shall not be required to apply any provide the Administrative Agent or the Lenders with prior notice of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver as otherwise required under Section 2.4(A) and Section 2.5(B), or (b) deposit such mandatory prepayment in a cash collateral account subject to the Administrative Agent (i) Agent's first priority perfected security interest and control for application to the Revolving Credit Obligations at the end of any Interest Period then outstanding; provided, however, that during the continuance of a Default, the Administrative Agent may at any time of each apply any prepayment required under this paragraph (c), a certificate signed by a Financial Officer of on deposit in the above-described cash collateral account notwithstanding the date on which any applicable Interest Period shall end and the Borrower setting forth shall pay all indemnification amounts which result under Section 4.4 in reasonable detail connection with such prepayment. With respect to any mandatory prepayment, the calculation of Aggregate Revolving Loan Commitment shall be reduced by the amount of such mandatory prepayment to the extent required by and (ii) not later than in accordance with Section 2.5(B). On the later date any prepayment is received by the Administrative Agent, such prepayment shall be applied first to Floating Rate Loans and to any Eurodollar Rate Loans maturing on such date and then to subsequently maturing Eurodollar Rate Loans in order of (A) maturity. The amount of the Revolving Credit Obligations shall be deemed to have been reduced by the amount of any mandatory prepayment deposited in the above-described cash collateral account on the date of such deposit and shall be actually reduced on the date on which a Responsible Officer such amount is withdrawn from such cash collateral account and applied in reduction of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromRevolving Credit Obligations.

Mandatory Prepayments. (a) Not later than 100 days after the end Upon receipt by Alcoa or any of each fiscal year its Subsidiaries of BorrowerNet Cash Proceeds arising from an Asset Sale, commencing with the fiscal year ending December 28, 1996Equity Issuance or Debt Issuance, the Borrower Borrowers shall (i) calculate Excess Cash Flow for such fiscal year and apply 75within ten Business Days of the receipt thereof prepay the Loans in an amount equal to 100% of such Excess Net Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) belowProceeds; provided, however, that, in notwithstanding the case of Net Proceeds from an Equity Issuanceforegoing, (xa) the Borrower shall only be required to apply 50% of if such Net Cash Proceeds are received in connection with any Asset Sale by Alcan or any of its Subsidiaries at any time prior to the Merger Consummation Date, the Borrowers may delay such mandatory prepayment until a date that is ten Business Days after the Merger Consummation Date, and (b) if a mandatory prepayment of LIBOR Rate Loans if immediately prior is required pursuant to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio this Section 2.12 on a date that is not greater than 2.50 to 1.00. The Borrower an Interest Payment Date, unless an Event of Default shall deliver to have occurred and be continuing, the Administrative Agent Borrowers may delay such mandatory prepayment until the earlier of (i) at the time of each prepayment required under this paragraph next succeeding Interest Payment Date and (c), ii) a certificate signed by a Financial Officer date that is 30 days after the receipt of the Borrower setting forth applicable Net Cash Proceeds. In the event the amount of Net Cash Proceeds to be applied to a mandatory prepayment pursuant to this Section 2.12 exceeds the aggregate amount of the outstanding Obligations on the date such prepayment is made, the then current unused Commitments shall be reduced on such date in reasonable detail the calculation of the amount of such prepayment excess (and the Commitments of each Lender shall be reduced by its Ratable Portion of such amount). All prepayments under this Section 2.12 shall be subject to Section 2.15, if applicable, but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by (i) accrued interest on the principal amount being prepaid to the date of payment and (ii) not later than if, in connection with such prepayment the later of (A) unused Commitments are to be reduced, the date Unused Commitment Fee on which a Responsible Officer the amount of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior unused Commitments so reduced accrued to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Credit Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationtermination would be less than the Aggregate Revolving Credit Exposure at the time, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excessdeficiency. (cb) The Not later than the date 20 Business Days after the completion of any Asset Sale (or any earlier date on which the Borrower shall have determined not to reinvest the Net Cash Proceeds thereof as contemplated by the definition of "Net Cash Proceeds" in Section 1.01), the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans. (c) Not later than the Business Day following the receipt by the Borrower or any Subsidiary of Net Cash Proceeds from any Equity Issuance, the Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans; provided that so long as at least 75% of the Net Cash Proceeds of any Equity Issuance shall be used to prepay Term Loans, or to prepay Revolving Loans with the Revolving Credit Commitments being simultaneously reduced by the amount of such prepayment, the Borrower may apply the lesser of (1) the remaining Net Cash Proceeds of such Equity Issuance and (2) the amount by which $75,000,000 exceeds the aggregate amount of all Net Cash Proceeds of Equity Issuances that have previously been so applied, to prepay Revolving Loans without any corresponding reduction of the Revolving Credit Commitments. (d) Not later than the earlier of (i) the date 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending November 30, 2000, and (ii) the date on which the financial statements with respect to such fiscal year are delivered pursuant to Section 5.03(a), the Borrower shall prepay outstanding Term Loans in an aggregate principal amount equal to 50% of Excess Cash Flow for such fiscal year. (e) In the event that the Borrower or any Subsidiary shall receive Net Cash Proceeds from the incurrence or disposition of any Indebtedness (other than Indebtedness permitted under clauses (a) through (n) of Section 6.01), the Borrower shall, as promptly upon its as practicable and in any event not later than the Business Day following the receipt of such Net Cash Proceeds, apply 100% of such Net Cash Proceeds to prepay outstanding Term Loans; provided that if the Borrower or any Subsidiary shall receive Net Cash Proceeds from the incurrence or disposition of any Subordinated Indebtedness, and if the Consolidated Leverage Ratio at the end of and for the most recent period of four fiscal quarters for which financial statements have been delivered under Section 5.03(a) or (b), as applicable, giving pro forma effect to the incurrence or disposition of such Subordinated Indebtedness and the application of the proceeds thereof as if they had occurred at the beginning of such period, would be less than 2.00 to 1.00, the Borrower shall be required to apply only 50% of the Net Cash Proceeds of such incurrence or disposition as contemplated above. (orf) In the event the Borrower shall receive or hold Net Cash Proceeds from any Asset Sale, Equity Issuance or incurrence or disposition of Indebtedness or other amounts that would, if applicablenot applied to the prepayment of senior Indebtedness or to purchase assets, promptly upon be required to be applied to prepay, redeem, repurchase or defease any Indebtedness that is subordinated in right of payment to any of the Obligations, and if the Borrower shall not apply such Net Cash Proceeds to the voluntary prepayment of the Loans or to purchase assets, in either case in such manner as to avoid the requirement that subordinated Indebtedness be so prepaid, redeemed, repurchased or defeased, the Borrower shall, prior to the date on which such Net Cash Proceeds or other amounts being deemed would be required to constitute Net Proceeds as provided in the definition be applied to prepay, redeem, repurchase or defease any such subordinated Indebtedness, apply an amount equal to 100% of such term) Net Cash Proceeds or such other amounts to prepay Borrowings outstanding Term Loans in accordance with paragraph (di) below or, after the Term Loans shall have been prepaid in full, to prepay Revolving Loans or Swingline Loans or, if no such Loans are outstanding, to cash collateralize Letters of Credit. (g) Mandatory prepayments of Term Loans shall, subject to paragraph (j) below; provided, howeverbe allocated ratably between the then outstanding Tranche A Term Borrowings and Tranche B Term Borrowings and the amounts so allocated shall be applied ratably against the remaining scheduled installments of principal due in respect of the Tranche A Term Borrowings and Tranche B Term Borrowings, thatrespectively, in the case of Net Proceeds from an Equity Issuance, (xunder Section 2.12(a) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (yb). (h) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section, (c), i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepaymentextent practicable, a at least three days prior written notice of such prepayment. Such certificate Each notice of prepayment shall also describe in reasonable detail specify the facts prepayment date and circumstances giving rise the Type and principal amount of each Loan (or portion thereof) to be prepaid. All prepayments under this Section 2.14 shall be subject to Section 2.17, but shall otherwise be without premium or penalty. (i) Amounts to be applied pursuant to this Section to the applicable prepayment of Loans of any class shall be applied first to reduce outstanding ABR Loans of such class and then to prepay Eurodollar Loans of such class. In the event and a reasonably detailed calculation the amount of any prepayment of Loans of any class required to be made pursuant to this Section shall exceed the aggregate principal amount of the Net Proceeds therefromABR Loans of such class outstanding (the amount of any such excess being called the "Excess Amount"), the Borrower shall have the right, in lieu of making such prepayment in full, to prepay all the outstanding ABR Loans of such class and to deposit an amount equal to the Excess Amount with the Collateral Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Collateral Agent. Any amounts so deposited shall be held by the Collateral Agent as collateral for the Obligations and applied to the prepayment of the applicable Eurodollar Loans at the ends of the current Interest Periods applicable thereto. At the request of the Borrower, amounts so deposited shall be invested by the Collateral Agent in Specified Investments maturing prior to the date or dates on which it is anticipated that such amounts will be applied to prepay Eurodollar Loans; any interest earned on such Specified Investments will be for the account of the Borrower, and the Borrower will deposit with the Administrative Agent the amount of any loss on any such Specified Investment to the extent necessary in order that the amount of the prepayment to be made with the deposited amounts may not be reduced. (j) Any Tranche B Lender may elect, by notice to the Administrative Agent in writing (or by telephone or telecopy promptly confirmed in writing) at least one Business Day prior to any prepayment of Tranche B Term Loans required to be made by the Borrower for the account of such Lender pursuant to this Section, to cause all or a portion of such prepayment to be applied instead to prepay Tranche A Term Loans in accordance with paragraph (g) above (and any prepayment or portion thereof as to which such an election is made shall be so applied); provided that no Tranche B Lender shall be entitled to make such election to the extent that at the time thereof the portion of the prepayment as to which such elections are made exceeds the outstanding amount of the Tranche A Term Loans (and the elections of Tranche B Lenders shall be reduced, ratably in accordance with the respective amounts as to which such elections shall have been made by the electing Tranche B Lenders, to the extent required by this proviso). (k) Notwithstanding anything to the contrary set forth in this Section 2.14, no prepayment shall be required under any provision of this Section 2.14 if at the time a prepayment would otherwise be required (i) the Borrower's senior, unsecured, non-credit-enhanced, long-term Indebtedness for borrowed money shall be rated BBB- or better by S&P and Baa3 or better by Xxxxx'x or (ii) the Consolidated Leverage Ratio as of the end of the most recent fiscal quarter for which financial statements have been delivered under Section 5.03(a) or (b) shall be less than 2.00 to 1.00.

Mandatory Prepayments. (ai) Not later than 100 days after If on any date the end aggregate unpaid principal amount of each fiscal year outstanding Revolving Loans made under the Revolving Commitments, plus the outstanding Letter of BorrowerCredit Obligations (to the extent not Cash Collateralized pursuant to clause (ii) below or as provided for in Section 3.07) exceeds the Aggregate Revolving Commitment, commencing then the Borrower shall immediately prepay the amount of such excess. Any payments on Revolving Loans made under the Revolving Commitments pursuant to this Section 2.07(a)(i) shall be applied pro rata among the Banks with Revolving Commitments. (ii) If on any date the fiscal year ending December 28, 1996aggregate amount of all Letter of Credit Obligations shall exceed the Letter of Credit Commitment, the Borrower shall Cash Collateralize on such date an amount equal to the excess of the Letter of Credit Obligations over the Letter of Credit Commitment. (iii) If on any date the aggregate unpaid principal amount of outstanding Incremental Revolving Loans made under an Incremental Facility exceeds the aggregate amount of the Incremental Revolving Commitments relating to such Incremental Facility, then the Borrower shall immediately prepay the amount of such excess. Any payments on Incremental Revolving Loans made under an Incremental Facility pursuant to this Section 2.07(a)(iii) shall be applied pro rata among the applicable Incremental Banks having Incremental Revolving Commitments with respect to such Incremental Facility. (i) calculate Excess Cash Flow for such fiscal year and apply 75If on any date any Mission Entity shall make any Disposition, an amount equal to 100% of the Net Cash Proceeds from such Excess Cash Flow Disposition shall be applied on such date to prepay Borrowings in accordance with paragraph (d) below outstanding principal of the Term C Loans and (ii) deliver the Revolving Loans on a pro rata basis among such Loans, provided that this requirement for mandatory prepayment will be further reduced to the Administrative Agent a certificate signed by any Financial Officer extent that the Borrower elects, as hereinafter provided, to attempt to cause some or all of such Net Cash Proceeds to be reinvested in Reinvestment Assets. The Borrower may elect to attempt to cause some or all of the Borrower setting forth Net Cash Proceeds from a Disposition to be reinvested in Reinvestment Assets during the amount, Reinvestment Period (a “Reinvestment Election”) if any, (x) no Default or Event of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, Default exists on the date of such termination. In Reinvestment Election and (y) if such Reinvestment Election is made by the event delivery of any partial reduction a Reinvestment Notice to the Administrative Agent on or before the date of the consummation of such Disposition, with such Reinvestment Election being effective with respect to the Net Cash Proceeds of such Disposition equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice. (ii) Nothing in this Section 2.07(b) shall be deemed to permit any Disposition not otherwise permitted under this Agreement. (iii) On the Reinvestment Prepayment Date with respect to a Reinvestment Election, an amount equal to the Reinvestment Prepayment Amount, if any, for such Reinvestment Election shall be applied to prepay outstanding principal of the Term C Loans and the Revolving Credit CommitmentsLoans on a pro rata basis among such Loans. (c) Within 90 days after any Mission Entity receives any proceeds from any Recovery Event, an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs including, without limitation, legal costs and expenses and taxes incurred in connection with such Recovery Event and the collection of the proceeds thereof) shall be applied to prepay outstanding principal of the Term C Loans and the Revolving Loans on a pro rata basis among such Loans; provided that so long as no Default or Event of Default then exists, this requirement for mandatory prepayment shall be reduced by any amounts (i) at actually applied on or prior before such 90th day or (ii) committed in writing on or before such 90th day to be applied to the effective replacement or restoration of the assets subject to such Recovery Events within 365 days after such Recovery Event and; provided further that with respect to no more than $1,000,000 in the aggregate of the proceeds received from any Recovery Event, the proceeds therefrom shall not be required to be so applied if no Default or Event of Default then exists. (d) On the Business Day after the date of such reductionthe receipt by any Mission Entity of Net Issuance Proceeds from any sale or issuance of Capital Stock or cash capital contribution, the Administrative Agent Borrower shall notify prepay outstanding principal of the Borrower Term C Loans and the Revolving Credit Lenders Loans, on a pro rata basis among such Loans, in an amount equal to 100% of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction Net Issuance Proceeds, provided so long as no Default or termination, then the Borrower shall, Event of Default exists on the date of such reduction issuance, the amount of the prepayments required to be made under this Section 2.07(d) shall be reduced to the extent (but only to the extent) that such Net Issuance Proceeds are used or terminationto be used in connection with an Acquisition made in accordance with the terms of Section 8.04 (including by waiver or consent) which a Mission Entity commits to in writing pursuant to a stock purchase agreement (or similar agreement) prior to or not later than six months after the date of such issuance; provided further that at any time after the expiration of the six month period, repay if (A) the definitive agreement executed in connection with any such Acquisition is terminated, expired or prepay Revolving Credit Borrowings otherwise becomes ineffective prior to the consummation of such Acquisition, (B) the Borrower is no longer pursuing the consummation of the Acquisition in good faith or cash-collateralize outstanding Letters (C) such Acquisition is not consummated within 18 months from the date the Mission Entity committed in writing to such Acquisition, then the amount of Credit in an prepayments required to be made under this Section 2.07(d) shall be increased by the amount sufficient of such Net Issuance Proceeds that were not used to eliminate consummate such excessAcquisition. (ce) If on any date any Mission Entity shall incur or issue any Indebtedness (other than the Indebtedness described in subsections (a) – (d), and (f) – (h) of Section 8.05), then on each such date of incurrence or issuance an amount equal to the amount of the Net Debt Proceeds received with respect to such Indebtedness shall be applied to prepay outstanding principal of the Term C Loans and the Revolving Loans, on a pro rata basis among such Loans; provided so long as no Default or Event of Default exists on the date of such incurrence or issuance, the amount of the prepayments required to be made under this Section 2.07(e) shall be reduced to the extent (but only to the extent) that such Net Debt Proceeds are used or to be used in connection with an Acquisition made in accordance with Section 8.04 (including by waiver or consent) which a Mission Entity commits to in writing pursuant to a stock purchase agreement (or similar agreement) prior to or not later than six months after the date of such incurrence or issuance of Indebtedness; provided further that at any time after the expiration of the six month period, if (A) the definitive agreement executed in connection with any such Acquisition is terminated, expired or otherwise becomes ineffective prior to the consummation of such Acquisition, (B) the Borrower is no longer pursuing the consummation of the Acquisition in good faith or (C) such Acquisition is not consummated within 18 months from the date the Mission Entity committed in writing to such Acquisition, then the amount of prepayments required to be made under this Section 2.07(e) shall be increased by the amount of such Net Debt Proceeds that were not used to consummate such Acquisition. (f) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (orpay, if applicabletogether with each prepayment under this Section 2.07, promptly upon accrued interest on the amount prepaid and any amounts being deemed required pursuant to constitute Net Proceeds as Section 4.04; provided that interest to be paid in connection with any such prepayment of Base Rate Loans (other than a prepayment in full) shall instead be paid on the definition next occurring Interest Payment Date. (g) Any prepayments pursuant to this Section 2.07 made on a day other than an Interest Payment Date for any Loan shall be applied first to any Base Rate Loans then outstanding and then to Eurodollar Loans with the shortest Interest Periods remaining. (h) Any prepayment of Term C Loans pursuant to this Section 2.07 shall be applied to the remaining scheduled installments of Term C Loans to be made pursuant to Section 2.08(a), pro rata (based on the then remaining amounts of such termremaining installments). (i) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds Notwithstanding anything to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply contrary contained in this Section 2.07, any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver Term C Bank may elect, by delivering written notice to the Administrative Agent (i) at the time of each prepayment required under this paragraph (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) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date receipt thereof, not to receive its pro rata portion of any mandatory prepayment that would otherwise be payable to such Term C Bank pursuant to this Section 2.07, whereupon such portion shall be reallocated to prepay the outstanding principal amount of all Term C Loans and Revolving Loans other than the Term C Loans held by such Term C Bank and any other Term C Bank that has elected not to receive its pro rata portion of such mandatory prepayment, on a notice of pro rata basis among such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromLoans.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the its outstanding Pre-Merger Revolving Facility Credit Borrowings and replace or Post-Merger Revolving Facility Borrowings, respectively, cash collateralize all outstanding Letters of Credit on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationreduction, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit and in an amount sufficient to eliminate such excess, first, prepay the then outstanding Revolving Loans (if any) and second, to the extent of any remaining excess (after the prepayment of Revolving Loans), replace outstanding Letters of Credit or deposit an amount in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. (b) If on any date the Aggregate Credit Exposure shall exceed the Borrowing Base, the Borrower shall on such date apply an amount equal to such excess first, to prepay the then outstanding Revolving Loans (if any) and second, to the extent of any remaining excess (after the prepayment of Revolving Loans), to replace outstanding Letters of Credit or deposit an amount in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties and third, to the extent of any remaining excess (after the prepayment of Revolving Loans and such replacement of Letters of Credit or deposit in a cash collateral account), to prepay the then outstanding Term Loans. Mandatory prepayments of Term Loans pursuant to the foregoing sentence shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 in the inverse order of maturity. (c) The Not later than the third Business Day following the completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) received with respect thereto to prepay Borrowings outstanding Loans in accordance with paragraph (d) belowSection 2.13(h); provided, however, that, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any insurance proceeds included in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Cash Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to be so applied to prepay outstanding Loans to the extent such insurance proceeds are reinvested in the Borrower's business within one year of the receipt thereof. (d) In the event and on each occasion that an 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 Equity Issuance, apply any 100% of the Net Cash Proceeds therefrom (or 75% of such Net Cash Proceeds if, on the date of, and after giving effect to, such Equity Issuance, the Total Debt Ratio does not exceed 3.00 to 1.00) to prepay outstanding Loans in accordance with Section 2.13(h). (e) If the Securitization shall not have been consummated prior to the Step-Up Date, then, no later than the earlier of (i) 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 1997, and (ii) the date on which the financial statements with respect to such fiscal year are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in accordance with Section 2.13(h) in an aggregate principal amount equal to the applicable Percentage of Excess Cash Flow for the fiscal year then ended. (f) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than (i) Indebtedness created under the Securitization, as to which Section 2.13(g) shall be applicable, (ii) any cash proceeds from the issuance of any Subordinated Notes that are applied to prepayment of loans under the Subordinated Facility or (iii) 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 in accordance with Section 2.13(h). (g) An amount equal to 100% of the Net Cash Proceeds from the Securitization shall be applied by the Borrower, on the day of the receipt of such Net Cash Proceeds, to the extent required to make the Securitization Prepayments in full. (h) Except as specified in paragraphs (a), (b) and (g) above, mandatory prepayments of outstanding Loans under this Agreement shall be allocated first, to prepay the then-outstanding Term Loans (if any) and second, to the extent of any remaining amount (after the prepayment of Term Loans), to prepay the then-outstanding Revolving Loans. Any such mandatory prepayment of Term Loans if at shall be applied first, against the time next two scheduled installments of receipt thereof principal due after the Leverage Ratio is date of such prepayment in respect of Term Loans under Section 2.11 and second, against such remaining scheduled installments of principal in the inverse order of maturity. Any such mandatory prepayments of Revolving Loans shall not greater than 2.50 to 1.00. reduce the Revolving Credit Commitments. (i) The Borrower shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section 2.13, (c), i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepaymentextent practicable, a at least three days prior written notice of such prepayment. Such certificate Each notice of prepayment shall also describe in reasonable detail specify the facts pre-payment date, the Type of each Loan being prepaid and circumstances giving rise the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (j) Amounts to be applied pursuant to this Section 2.13 to the applicable prepayment event of Term Loans and a reasonably detailed calculation Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans. Any amounts remaining after each such application shall, at the option of the Net Proceeds therefrom.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 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

Mandatory Prepayments. (ai) Not later than 100 days If, after giving effect to any termination or reduction of the end Aggregate Maximum Credit Amounts pursuant to Section 2.05(b) or reduction of each fiscal year of Borrowerthe Aggregate Elected Commitment Amount pursuant to Section 2.01(b), commencing with the fiscal year ending December 28total Revolving Credit Exposures exceeds the total Commitments, 1996, then the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, and Swing Line Loans on the date of such termination. In the event of termination or reduction in an aggregate principal amount equal to such excess, and if any partial reduction excess remains after prepaying all of the Revolving Credit Commitments, then (i) at or prior to the effective date Borrowings and Swing Line Loans as a result of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters Letter of Credit Obligations, Cash Collateralize such excess in an amount sufficient equal to eliminate such excess. (c) The Borrower shall apply 100% the greater of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% amount of such Net Proceeds to the prepayment Letter of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 Credit Obligations and (y) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. (ii) (A) Upon any Scheduled Redetermination or Interim Redetermination, if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base and the Administrative Agent sends a New Borrowing Base Notice to the Borrower indicating such deficiency (each, a “Borrowing Base Deficiency Notice”), then the Borrower shall not be required to apply any within ten (10) Business Days following receipt of such Net Proceeds Borrowing Base Deficiency Notice elect whether to (1) prepay the Revolving Credit Borrowings and Swing Line Loans by an amount which would, if prepaid immediately, reduce the total Revolving Credit Exposures to the amount of the Borrowing Base, (2) provide additional Oil and Gas Properties (accompanied by reasonably acceptable engineering data) not evaluated in the most recently delivered Reserve Report having present values which, in the reasonable opinion of the Majority Revolving Credit Lenders, based upon the Majority Revolving Credit Lenders’ good faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposures and execute one or more Security Instruments (or cause a Subsidiary to execute one or more Security Instruments) covering such other Oil and Gas Properties as are reasonably acceptable to the Majority Revolving Credit Lenders, or (3) do any combination of the foregoing. If the Borrower fails to make an election within ten (10) Business Days after the Borrower’s receipt of the Borrowing Base Deficiency Notice, then Borrower shall be deemed to have selected the prepayment option specified in Section 3.03(c)(ii)(A)(1). To the extent any prepayment of Revolving Credit Borrowings and Swing Line Loans is required hereunder, if any excess of total Revolving Credit Exposures over the Borrowing Base then in effect remains after prepaying all Revolving Credit Borrowings and Swing Line Loans as a result of Letter of Credit Obligations, the Borrower shall Cash Collateralize such excess in an amount equal to the greater of (x) the amount of such Letter of Credit Obligations and (y) the maximum amount that may be available to be drawn at any time prior to the time stated expiry of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. all outstanding Letters of Credit. (A) The Borrower shall deliver such prepayments or Security Instruments covering additional Oil and Gas Properties in accordance with its election (or deemed election) pursuant to the Administrative Agent (iSection 3.03(c)(ii)(A) at the time of each prepayment required under this paragraph (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) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.as follows:

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings. In the event of If, after giving effect to any partial reduction of the Revolving Credit Commitments, then (i) Commitments or at or prior to the effective date of such reductionany other time, the Administrative Agent shall notify the Borrower and the aggregate outstanding Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure Loans would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationCommitment, then the Borrower shall, on the date of such reduction or terminationat such other time, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (cb) The Not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds promptly upon its receipt thereof received with respect thereto (orincluding any Restricted Asset Sale Proceeds, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as and when repatriated as provided in the definition of such termbelow) to prepay Borrowings outstanding Loans in accordance with paragraph Section 2.13(e). Notwithstanding the foregoing, with respect to any Foreign Asset Sale, the Borrower may elect to reduce the amount of such prepayment by the amount of any Restricted Asset Sale Proceeds included in such Net Cash Proceeds; provided that the Borrower shall use its commercially reasonable efforts to repatriate any Restricted Asset Sale Proceeds as promptly as practicable following the date of such prepayment. To the extent the Borrower does not repatriate any such Restricted Asset Sale Proceeds, the Borrower shall prepay Term Loans in an aggregate amount equal to the corresponding Restricted Asset Sale Payment Amount on or prior to the first anniversary of the original prepayment date for the related Foreign Asset Sale. (c) No later than the earlier of (i) 90 days after the end of each fiscal year of the Borrower and (ii) the date on which the financial statements with respect to such fiscal year are delivered pursuant to Section 5.04(a) (the “ECF Prepayment Date”), in each case commencing with the fiscal year ending December 31, 2014, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the excess, if any, of (A) the ECF Percentage of Excess Cash Flow for such fiscal year then ended minus (B) voluntary prepayments of Term Loans and Revolving Loans under Section 2.12(a) made during such fiscal year but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and only to the extent that such prepayments do not occur in connection with a refinancing of such Indebtedness. Notwithstanding the foregoing, the Borrower may elect to reduce the amount of such prepayment by an amount equal to the ECF Percentage of Restricted ECF, if any, for such fiscal year; provided that the Borrower shall use its commercially reasonable efforts to repatriate such applicable percentage of Restricted ECF as promptly as practicable following the ECF Prepayment Date (and upon any such repatriation, shall prepay the Term Loans by the amount thereof in accordance with this Section 2.13(c)). To the extent the Borrower does not so repatriate the applicable percentage of Restricted ECF, the Borrower shall prepay Term Loans in an aggregate amount equal to the corresponding Restricted ECF Payment Amount for the applicable fiscal year on or prior to the first anniversary of the date that the original payment was required to have been made pursuant to the terms of this Section 2.13(c). (d) below; provided, however, that, in In the case event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from an Equity Issuancethe 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 incurrence of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (xand in any event not later than the third Business Day next following) the Borrower shall only be required receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to apply 50100% of such Net Cash Proceeds to the prepayment prepay outstanding Loans in accordance with Section 2.13(e). (e) Mandatory prepayments of outstanding Term Loans if immediately prior pursuant to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 Sections 2.13(b), 2.13(c) and 25% of such Net Proceeds 2.13(d) shall be applied to the prepayment remaining scheduled installments of principal due in respect of the outstanding Term Loans if as directed by the Borrower; provided that in the event that more than one Class of Term Borrowings are outstanding at the time of receipt thereof such prepayment, the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any aggregate amount of such Net Proceeds prepayment shall be allocated ratably among the Term Borrowings of each such Class (unless, with respect to Other Term Loans and Specified Refinancing Term Loans, the applicable Incremental Assumption Agreement or Refinancing Amendment, as the case may be, provides that such prepayment may be made on a more than ratable basis to the prepayment of Term Loans if that were outstanding at the time of receipt incurrence of the Other Term Loans or Specified Refinancing Term Loans, as the case may be) irrespective of whether such outstanding Term Borrowings are ABR Loans or Eurodollar Loans; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the Leverage Ratio is amount of any payments required to be made by the Borrower pursuant to Section 2.11. (f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not greater less than 2.50 all) of any mandatory prepayment of its Term Loans pursuant to 1.00this Section 2.13 (such declined amounts, the “Declined Proceeds”). All such Declined Proceeds may be retained by the Borrower. (g) The Borrower shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section 2.13, (c), i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than to the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is extent practicable, at least three Business Days Days’ prior to the date of such prepaymentirrevocable written, a fax or other electronically transmitted notice of such prepayment. Such certificate Each notice of prepayment shall also describe in reasonable detail specify the facts prepayment date, the Class and circumstances giving rise Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the applicable prepayment event and a reasonably detailed calculation principal amount to be prepaid to but excluding the date of the Net Proceeds therefrompayment.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow Upon the sale of any Financed Eligible Asset or other asset by any Borrower (including the sale or disposition of the equity interests in any such Borrower that holds a Financed Eligible Asset but excluding any transfer of an Eligible Asset to a direct or indirect Subsidiary of Bermuda Holding 2 Ltd. or AI 3 Ltd. who, in connection with such transfer will assume all of the transferor's obligations and shall satisfy all requirements under Section 5.2 to become a Borrower hereunder), or upon the refinancing of any Indebtedness of any Borrower arising from any Loan hereunder, the Borrowers, jointly and severally, shall immediately pay to the Agent an amount equal to the greater of (A) the outstanding principal of and accrued interest on any Loans made to, or for the benefit of, such fiscal year and apply 75% of Borrower in connection with such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below Financed Eligible Asset and (iiB) deliver an amount sufficient to bring the Administrative Agent a certificate signed by any Financial Officer of Borrowers into compliance with the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment Borrowing Base Covenant after giving effect to such reduction sale, disposition or terminationrefinancing. If any net proceeds of such sale or refinancing remain after the repayments in full of all outstanding principal and accrued interest on the Loans attributable to the Financed Eligible Asset sold, then such excess proceeds shall be applied first, to reduce the outstanding principal and accrued interest on Loans as directed by Bermuda Holding 2 Ltd. or AI 3 Ltd. until the Borrowers are in compliance with the Borrowing Base Covenant and second, if no Default or Event of Default exists at the time, to the Applicable Borrower to be used or distributed by the Applicable Borrower in its sole discretion. (ii) If, as of any Calculation Date, the aggregate principal amount of the Loans shall be greater than 85% of the Borrowing Base on such day, the Borrowers shall, on the date of Payment Date immediately following such reduction or terminationCalculation Date, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit the Loans in an amount sufficient equal to eliminate the amount necessary to cause the aggregate outstanding principal amount of the Loans to be not greater than 85% of the Borrowing Base on such Payment Day. (iii) If the estimated amount of out of pocket costs incurred by an Applicable Borrower in connection with the acquisition of a Financed Eligible Asset exceeds the actual amount of such out of pocket costs included in the Purchase Price of such Financed Eligible Asset, the Borrowers shall prepay the Loan relating to such Financed Eligible Asset in an amount equal to 85% of such excess out of pocket costs within five Business Days after a Responsible Officer learns of such excess. (civ) The Borrower Borrowers, jointly and severally, shall apply 100% prepay the Loans in respect of Net Proceeds promptly a Financed Eligible Asset upon its receipt thereof (orthe occurrence of an Event of Loss in respect of such Finance Eligible Asset and on the date required by Section 3.8(b) of the Security Agreement. If any net proceeds received in respect of such Event of Loss remain after the repayment in full of all outstanding principal and accrued interest on such Loans, if applicableno Default or Event of Default exists at the time, promptly upon any amounts being deemed such excess proceeds shall be paid to constitute Net Proceeds as provided in the definition of Applicable Borrower and may be used by such term) to prepay Borrowings Borrower in accordance with paragraph the terms of this Agreement and the other Loan Documents. (dv) below; providedUpon any Permanent Capital Markets Financing, howeverthe Borrowers, thatjointly and severally, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of prepay the Loans from the cash proceeds received with respect to any Financed Eligible Asset included in such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromPermanent Capital Markets Financing.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75If at any time the outstanding balance of (A) the aggregate Revolving Loan exceeds the Maximum Amount or (B) the aggregate Revolving Loan less 65% of the Eligible Trade L/C Obligations exceeds the Aggregate Borrowing Base, less, in each case, the aggregate outstanding Swing Line Loan at such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver time, Borrowers shall immediately repay the aggregate outstanding Revolving Credit Advances to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient extent required to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in that if the case Aggregate Borrowing Base is less than the Maximum Amount and if such outstanding balance of Net Proceeds from an Equity Issuance, the Revolving Loan (x) the Borrower shall only be required to apply 50less 65% of such Net Proceeds to the prepayment Eligible Trade L/C Obligations) exceeds the Aggregate Borrowing Base solely as a result of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent adjusting the criteria, establishing new criteria or adjusting advance rates with respect to Eligible Inventory, then Borrowers shall repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess no later than five (i5) at the time Business Days after written notice to Borrowers by Administrative Agent of each prepayment required under this paragraph (c)such adjustment of criteria, a certificate signed by a Financial Officer such establishment of new criteria or such adjustment of advance rates. If any such excess remains after repayment in full of the Borrower setting aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in reasonable detail Annex B to the calculation extent required to eliminate such excess. Furthermore, if the outstanding balance of the Revolving Loan of any Borrower less 65% of the Eligible Trade L/C Obligations of such Borrower exceeds, at any time, that Borrower's separate Borrowing Base, less the outstanding balance of the Swing Line Loan of such Borrower at such time, the applicable Borrower shall immediately repay its Revolving Credit Advances in the amount of such prepayment excess (and, if necessary, shall provide cash collateral for its Letter of Credit Obligations as described above); provided, however, that if the Borrowing Base of such Borrower is less than the Maximum Amount and if such outstanding balance of the Revolving Loan of such Borrower (less 65% of the Eligible Trade L/C Obligations of such Borrower) exceeds the Borrowing Base of such Borrower solely as a result of Administrative Agent adjusting the criteria, establishing new criteria or adjusting advance rates with respect to Eligible Inventory, then such Borrower shall repay the aggregate outstanding Revolving Credit Advances of such Borrower to the extent required to eliminate such excess no later than five (5) Business Days after written notice to Borrowers by Administrative Agent of such adjustment of criteria, such establishment of new criteria or such adjustment of advance rates. (ii) not later than Immediately upon receipt by any Credit Party of cash or cash equivalent proceeds of any disposition of Collateral (including condemnation proceeds, but excluding proceeds of asset dispositions permitted by Section 6.8(a)-(g), Borrowers shall prepay the later Loans in an amount equal to all such proceeds, net of (A) the date on which a Responsible Officer of the Borrower becomes aware that commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such prepayment will be made transaction and payable by Borrowers in connection therewith (in each case, paid to non-Affiliates), (B) the date that is three Business Days prior transfer, sales or similar taxes, (C) amounts payable to holders of senior Liens (to the date of extent such prepaymentLiens constitute Permitted Encumbrances hereunder), a notice of if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment. Such certificate prepayment shall also describe be applied in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromaccordance with clause (c) below.

Mandatory Prepayments. (a) Not later than 100 days after If, at any time, the end aggregate outstanding principal amount of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996Loans exceeds the Commitment then in effect, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to immediately repay the Administrative Agent a certificate signed by any Financial Officer principal amount of the Borrower setting forth Loans in an amount equal to such excess, together with any interest accrued but unpaid on the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailamount prepaid. (b) In Upon the event effective date of any termination of all reduction in the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit CommitmentsCommitment pursuant to Section 2.3 hereof, the Borrower shall repay or prepay all on such date the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction aggregate principal amount of the Revolving Credit Commitments, Loans then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders outstanding in excess of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationreduction, then the Borrower shall, together with any interest accrued but unpaid on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excessprepaid. (c) The If on any date (i) a new financing agreement is entered into after the date hereof under which the Borrower or any of its Subsidiaries is then able to draw, or (ii) for any reason the Borrower and its Subsidiaries have available unrestricted cash in excess of amounts required in the Borrower’s reasonable judgment to run the operations of the Borrower and its Subsidiaries in the ordinary course of business, Borrower shall apply 100% prepay on such date the aggregate principal amount of Net Proceeds promptly upon its receipt thereof the Loans then outstanding in an amount equal to such available borrowing capacity or excess cash, as applicable (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, thatexcept, in the case of Net Proceeds from an Equity Issuanceclause (ii), to the extent that using such excess cash to prepay Loans would result in material adverse tax consequences after taking into account all relevant factors), together with interest accrued but unpaid on such amount. (xd) On the Termination Date, the Commitment shall terminate and the Borrower shall only cause all outstanding Loans, together with any interest accrued but unpaid thereon, to be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth paid in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromfull.

Mandatory Prepayments. (i) If at any time the outstanding balance of the aggregate Revolving Loan exceeds the lesser of (A) the Maximum Amount and (B) the Aggregate Borrowing Base, less, in each case, the aggregate outstanding Swing Line Loan at such time, Borrowers shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. Furthermore, if the outstanding balance of the Revolving Loan of any Borrower exceeds that Borrower's separate Borrowing Base at any time less the outstanding balance of the Swing Line Loan of such Borrower at such time, the applicable Borrower shall immediately repay its Revolving Credit Advances in the amount of such excess (and, if necessary, shall provide cash collateral for its Letter of Credit Obligations as described above). Notwithstanding the foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) shall be repaid on demand. (ii) Immediately upon receipt by any Credit Party of proceeds of any asset disposition (including condemnation proceeds, but excluding proceeds of asset dispositions permitted by Sections 6.8 (a) Not later than 100 days after and 6.8(b)) or any sale of Stock of any Subsidiary of any Credit Party, Borrowers shall prepay the end Loans in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (in each fiscal year case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall senior Liens (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amountextent such Liens constitute Permitted Encumbrances hereunder), if any, of Excess Cash Flow and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such period and the calculation thereof, prepayment shall be applied in reasonable detailaccordance with clause (c)(1) below. (biii) In Except for the event proceeds of approximately $1,500,000 of Holdings Stock to be put into escrow pursuant to the Acquisition Agreement as security for Holdings' and Selfix's obligation to reimburse the stockholders of Tamor under Section 2.5(d) of the Acquisition Agreement, if Holdings or any termination of all Borrower issues Stock, no later than the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on Business Day following the date of such termination. In the event of any partial reduction receipt of the Revolving Credit Commitmentsproceeds thereof, then all Borrowers (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (xissuance by Holdings) or the issuing Borrower shall only be required prepay the Loans in an amount equal to apply 50% all or a portion of such Net Proceeds proceeds, in accordance with clause (c)(2) below, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. (iv) Until the prepayment of Loans if immediately prior to receipt thereof Termination Date, Borrowers shall prepay the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to Obligations on the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer earlier of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and date which is ten (ii10) not later than the later of days after (A) the date on which a Responsible Officer of Borrowers' annual audited Financial Statements for the Borrower becomes aware that such prepayment will be made and immediately preceding Fiscal Year are delivered pursuant to Annex E or (B) the date that is three Business Days prior on which such annual audited Financial Statements were required to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.be delivered

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. In the event of If, after giving effect to any partial reduction of the Revolving Credit CommitmentsCommitments or at any other time, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationCommitment, then the Borrower shall, on the date of such reduction or terminationat such other time, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess. (cb) The Not later than the fifth Business Day after the earlier of (i) the receipt of aggregate Net Cash Proceeds in respect of Asset Sales (other than, for the avoidance of doubt, sales of Receivables in a Permitted Receivables Transaction, which such sales shall be subject to Section 2.13(e) below) in excess of $50,000,000 and (ii) the first anniversary of the Borrower’s most recent prepayment pursuant to this Section 2.13(b), the Borrower shall apply 100% of the Net Cash Proceeds promptly upon its receipt thereof so received (or, if applicable, promptly upon any amounts being deemed and not yet used to constitute Net Proceeds as provided in the definition of such termprepay Term Loans pursuant to this Section 2.13(b)) to prepay Borrowings outstanding Term Loans in accordance with paragraph Section 2.13(g); provided that the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Pari Passu Debt secured by Liens on the Collateral having the same priority as the Liens securing the Obligations to the extent any applicable credit agreement, indenture or other agreement governing such Pari Passu Debt requires the Borrower to prepay or make an offer to purchase such Pari Passu Debt with the proceeds of such Asset Sale, in each case in an amount not to exceed the product of (A) the amount of such Net Cash Proceeds and (B) a fraction, the numerator of which is the outstanding principal amount of such Pari Passu Debt and the denominator of which is the sum of the outstanding principal amount of such Pari Passu Debt and the outstanding principal amount of Term Loans. (c) No later than 95 days after the end of each fiscal year of the Borrower, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to (x) 50% of Excess Cash Flow for the fiscal year then ended minus (y) Voluntary Prepayments made during such fiscal year; provided that 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 but equal to or greater than 3.50 to 1.00 and such percentage shall be reduced to zero (i.e., no payments shall be required pursuant to this Section 2.13(c)) if the Leverage Ratio as of the end of such fiscal year was less than 3.50 to 1.00. (d) below; providedIn the event that Parent or any of its subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than Sections 6.01(f) and 6.01(o) (except for refinancing Indebtedness incurred thereunder)), howeverthe Borrower shall, thatsubstantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such Net Cash Proceeds by Parent or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds (or, in the case of Permitted Additional Debt, 75% of the Net Cash Proceeds thereof in excess of $200,000,000) to prepay outstanding Term Loans in accordance with Section 2.13(g). (e) To the extent Parent or any of its subsidiaries shall receive aggregate Net Cash Proceeds in excess of $300,000,000 from an Equity Issuancethe consummation of Permitted Receivables Transactions, the Borrower shall, substantially simultaneously with (xand in any event not later than the fifth Business Day next following) the Borrower shall only be required to apply 50% receipt of such Net Cash Proceeds by Parent or such subsidiary, apply an amount equal to 100% of the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% amount of such Net Cash Proceeds so in excess of $300,000,000 to the prepayment of prepay outstanding Term Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) in accordance with Section 2.13(g), provided that, the Borrower shall not be required to apply any may use a portion of such Net Cash Proceeds to prepay or repurchase Pari Passu Debt secured by Liens on the Collateral having the same priority as the Liens securing the Obligations to the extent any applicable credit agreement, indenture or other agreement governing such Pari Passu Debt requires the Borrower to prepay or make an offer to purchase such Pari Passu Debt with the proceeds of such transaction, in each case in an amount not to exceed the product of (i) the amount of such Net Cash Proceeds and (ii) a fraction, the numerator of which is the outstanding principal amount of such Pari Passu Debt and the denominator of which is the sum of the outstanding principal amount of such Pari Passu Debt and the outstanding principal amount of Term Loans. (f) [Intentionally Omitted]. (g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata among the Non-Extended Funded Term Loans, the Non-Extended Delayed Draw Term Loans, the Extended Term Loans and the Other Term Loans and first applied in order of maturity of the scheduled installments of principal due in respect of the Non-Extended Funded Term Loans, the Non-Extended Delayed Draw Term Loans, the Extended Term Loans and the Other Term Loans under Sections 2.11(a)(i), (ii), (iii) and (iv) for the first eight installments following such mandatory prepayment (commencing with the first such scheduled installment pursuant to Sections 2.11(a)(i), (ii), (iii) and (iv)) and, if applicable, thereafter applied pro rata against the remaining scheduled installments of principal due in respect of the Non-Extended Funded Term Loans, the Non-Extended Delayed Draw Term Loans, the Extended Term Loans if at and the time Other Term Loans under Sections 2.11(a)(i), (ii), (iii) and (iv), respectively. The amount of receipt any mandatory prepayment in respect of Term Loans of any Class shall be applied first to Term Loans of such Class that are ABR Loans to the full extent thereof before application to Term Loans of such Class that are Eurodollar Loans, in a manner that minimizes the Leverage Ratio is not greater than 2.50 amount of any payments required to 1.00. be made by the Borrower pursuant to Section 2.16. (h) The Borrower shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section 2.13(b), (c), (d) or (e), as applicable, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepaymentextent practicable, a at least two days prior written notice of such prepayment. Such certificate Each notice of prepayment shall also describe in reasonable detail specify the facts prepayment date, the Type of each Loan being prepaid and circumstances giving rise the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the applicable prepayment event and a reasonably detailed calculation principal amount to be prepaid to but excluding the date of payment (which interest amounts shall reduce the amount of Net Cash Proceeds therefromrequired to be applied to prepay the Loans).

Mandatory Prepayments. (ai) Not later Within ten (10) days of the date of receipt by Borrower or any of its Subsidiaries of any Net Cash Proceeds, Borrower shall apply an amount equal to 100% of such Net Cash Proceeds, without premium or penalty (other than 100 days costs required to be paid pursuant to Section 2.17(d) and except as provided in Section 2.12(b) above), first, to make a mandatory prepayment of the Term Advances, second, after payment in full of the end Term Advances, to permanently reduce the Delayed-Draw Term Loan Commitment Amount, and third, after reduction of each the Delayed-Draw Term Loan Commitment Amount to zero, to make a mandatory prepayment of the outstanding Revolving Advances or, to the extent that at such time no Revolving Advances are outstanding, to cash collateralize any outstanding Letter of Credit, in an amount equal to 100% of such Net Cash Proceeds. (b) If, for any fiscal year of Borrower, the Borrower commencing with the fiscal year ending December 2831, 19962006, there shall be Excess Cash Flow in excess of $5,000,000, the Borrower shall (i) calculate shall, on the relevant Excess Cash Flow for such fiscal year and Application Date, apply 7550% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph minus (dwithout duplication) below any permanent prepayments of Debt (including any prepayments under Section 2.12 of the Term Advances and (ii) deliver Revolving Advances to the Administrative Agent extent accompanying permanent reductions in the Revolving Credit Commitment Amount), without premium or penalty (other than costs required to be paid pursuant to Section 2.17(d), first, to make a certificate signed by any Financial Officer mandatory prepayment of the Borrower setting forth Term Advances, second, after payment in full of the amountTerm Advances, if anyto permanently reduce the Delayed-Draw Term Loan Commitment Amount, and third, after reduction of Excess Cash Flow for such period and the calculation thereofDelayed-Draw Term Loan Commitment Amount to zero, in reasonable detail. (b) In the event to make a mandatory prepayment of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Advances or, to the extent that at such time no Revolving Facility BorrowingsAdvances are outstanding, respectively, on the date to cash collateralize any outstanding Letter of such termination. In the event of Credit (without any partial reduction of the Revolving Credit Commitments, then Commitment Amount). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) at or prior the date on which the financial statements of the Borrower referred to in Section 6.03(b), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excessfinancial statements are actually delivered. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon If at any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer sum of the Borrower becomes aware that such prepayment will be made and aggregate principal amount of the outstanding Revolving Advances plus the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate amount of all unreimbursed drawings under Letters of Credit shall exceed (B) the date Revolving Credit Commitment Amount, Borrower shall, without demand or notice, prepay Revolving Advances or cash collateralize or replace Letters of Credit in such amount as may be necessary to eliminate such excess, and Borrower shall take such action on the Banking Day on which Borrower learns or is notified of the excess, if Borrower so learns or is so notified prior to 1:00 p.m. (New York City time) on such day, and otherwise on the immediately succeeding Banking Day. Notwithstanding any contrary provision contained herein, the prepayment of any Advance or cash collateralization or replacement of any Letter of Credit hereunder (except for any prepayment pursuant to Section 2.12 of any Advance that is three Business Days prior a Reference Rate Advance) shall be accompanied by the payment of accrued interest on the amount prepaid to the date of such prepayment, a notice of such prepayment. Such certificate payment. (d) Any prepayments made pursuant to this Section 2.13 shall also describe in reasonable detail the facts and circumstances giving rise be applied first to Reference Rate Advances to the applicable prepayment event extent then outstanding and a reasonably detailed calculation then to Eurodollar Rate Advances to the extent then outstanding, subject to Section 2.17(d). Any prepayments of Term Advances pursuant to this Section 2.13 shall be applied to the Net Proceeds therefromDelayed-Draw Term Loans and the Tranche B Term Loans ratably and to the installments of each thereof in direct order of maturity and may not be reborrowed.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess If, on any date and for any reason (except for the reason set forth in Section 2.06(c)(iv)), the Outstanding Amount of L/C Obligations exceeds the L/C Sublimit, the Borrowers will immediately (and in any event within three Business Days thereof) Cash Flow for such fiscal year and apply 75% Collateralize the Outstanding Amount of such Excess Cash Flow L/C Obligations in an amount equal to prepay Borrowings in accordance with paragraph (d) below and such excess. (ii) deliver to If, on any date the Administrative Agent a certificate signed by any Financial Officer Total Revolving Credit Outstandings, less the amount of L/C Obligations Cash Collateralized, exceeds the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Aggregate Revolving Credit Commitments or Post-Merger Revolving Credit Commitmentsthen in effect, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of including after giving effect to any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto Commitments pursuant to Section 2.07, the Borrowers will immediately (and in any event within three Business Days thereof), and without notice or demand, prepay the outstanding principal amount of the Revolving Credit Loans and Swing Line Loans and the amount of L/C Borrowings by an amount equal to the applicable excess. Any such prepayment will be applied, first, to any L/C Borrowings, second, to prepay any outstanding Swing Line Loans and third, to prepay any outstanding Revolving Credit Loans. (iiiii) if If, following any reduction of the Aggregate Revolving Credit Exposure Commitments pursuant to Section 2.07, the Outstanding Amount of Swing Line Loans would exceed the Total Swing Line Sublimit (including as reduced by such reduction), the Borrowers will prepay on the reduction date the Outstanding Amount of Swing Line Loans by an amount equal to the amount by which such Outstanding Amount exceeds the Swing Line Sublimit. (iv) If, following any reduction of the Aggregate Revolving Credit Commitment after giving effect Commitments pursuant to Section 2.07, the Outstanding Amount of L/C Obligations would exceed the L/C Sublimit (including as reduced by such reduction or terminationreduction), then the Borrower shall, on Borrowers will Cash Collateralize the date Outstanding Amount of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit L/C Obligations in an amount sufficient equal to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.

Mandatory Prepayments. The Borrower shall prepay the Loans in full as follows: (ai) Not later than 100 days after If (A) any Company Extraordinary Event with respect to the end of Regency Shares and/or Regency Company occurs or (B) any Share Price Trigger Event with respect to the Regency Shares occurs, in each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996case, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of Lenders the Loans in full within [* * *]; provided that, notwithstanding the foregoing, if the Borrower setting forth the amountis obligated to make any prepayments upon a (w) Company Merger Event, if any(x) Company Free Float Reduction Event, (y) Company Change of Excess Cash Flow for such period and the calculation thereofControl or (z) Company Delisting, in reasonable detail. (b) In each case, with respect to the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit CommitmentsRegency Shares and/or Regency Company, the Borrower shall repay prepay to the Lenders the Loans in full within [* * *] Business Days. (ii) If a Share Price Decline Event with respect to the Regency Shares occurs, the Calculation Agent may make corresponding adjustments to one or prepay all more of the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, material terms of this Agreement as the Calculation Agent determines are reasonably necessary to preserve for the Lenders the fair value of such material terms as in effect on the date of Amendment Effective Date (as such termination. In fair value may be subsequently adjusted) and (x) shall use reasonable efforts to consult with the event of any partial reduction of the Revolving Credit Commitments, then Borrower with respect to such determination and (iy) at or prior to the effective date of such reduction, the Administrative Agent shall promptly notify the Borrower and of such adjustment(s) (but in no event later than the Revolving Credit Lenders close of business in New York on the Aggregate Revolving Credit Exposure after giving effect thereto and (iithird Business Day immediately preceding the date on which such adjustment(s) if will become effective). If the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect Borrower does not consent to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (xadjustment(s) the Borrower shall only prepay to the Lenders the Loans in full prior to the relevant Exchange Day on which such adjustment(s) are to take effect. For the avoidance of doubt, the failure of the Calculation Agent to give such notice within such timeframe shall not affect the rights of the Calculation Agent to make such adjustment but (1) any such notice must be required to apply 50% provided within [* * *] days of such Net Proceeds Share Price Decline Event and (2) no such adjustment shall take effect prior to the prepayment of Loans if immediately prior to receipt thereof [* * *] relevant Exchange Day following the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% Calculation Agent’s delivery of such Net Proceeds notice. In addition, if a Share Price Decline Event with respect to the Regency Shares occurs but is effectively cured, any subsequent Share Price Decline Event with respect to the Regency Shares shall be treated as a new Share Price Decline Event under this clause (ii) and the Calculation Agent shall have [* * *] days from the occurrence of such subsequent Share Price Decline Event to provide such notice. If a notice of a Share Price Decline Event is not provided during the [* * *] day period of such Share Price Decline Event, then the Calculation Agent shall be deemed to have waived its right to seek an adjustment with respect to such Share Price Decline Event under this Section 2.03(b)(ii). (iii) If the Borrower notifies the Calculation Agent that it does not intend to satisfy the Margin Call Notice or fails to notify the Calculation Agent of its intention to satisfy the Margin Call Notice pursuant to Section 2.07(a)(i), the Borrower shall prepay to the Lenders the Loans in full within one Business Day. (iv) As required by Section 2.07(c). (v) [Reserved] (vi) Any prepayment in full (including after acceleration) shall be accompanied by all accrued and unpaid interest and Undrawn Commitment Fees on the amount prepaid together with any additional amounts required pursuant to Section 3.04. (vii) On any date that the Borrower prepays the Loans under this Section 2.03(b) the Commitments under this Agreement shall be permanently reduced to zero. (viii) If a Basket Value Decline Event occurs, the Calculation Agent may make corresponding adjustments to one or more of Loans if at the time material terms of receipt thereof this Agreement upon fourteen days prior written notice as the Leverage Ratio is greater than 2.50 Calculation Agent determines are reasonably necessary to 1.00 but not greater than 3.00 preserve for the Lenders the fair value of such material terms as in effect on the Third Restatement Date (as such fair value may be subsequently adjusted) and (x) shall use reasonable efforts to 1.00 consult with the Borrower with respect to such determination and (y) shall promptly notify the Borrower of such adjustment(s) (but in no event later than the close of business in New York on the third Business Day from the date the foregoing notice was provided will become effective). If the Borrower does not consent to such adjustment(s) the Borrower shall not be required to apply any of such Net Proceeds prepay to the prepayment of Lenders the Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days full prior to the date relevant Exchange Day on which such adjustment(s) are to take effect. For the avoidance of doubt, the failure of the Calculation Agent to give such notice within such timeframe shall not affect the rights of the Calculation Agent to make such adjustment but (1) any such notice must be provided within [* * *] days of such prepaymentBasket Value Decline Event and (2) no such adjustment shall take effect prior to the [* * *] relevant Exchange Day following the Calculation Agent’s delivery of such notice. In addition, if a Basket Value Decline Event occurs but is effectively cured, any subsequent Basket Value Decline Event shall be treated as a new Basket Value Decline Event under this clause (viii) and the Calculation Agent shall have [* * *] days from the occurrence of such subsequent Basket Value Decline Event to provide such notice. If a notice of a Basket Value Decline Event is not provided during the [* * *] day period of such prepayment. Such certificate Basket Value Decline Event, then the Calculation Agent shall also describe in reasonable detail the facts and circumstances giving rise be deemed to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromhave waived its right to seek an adjustment with respect to such Basket Value Decline Event under this Section 2.03(b)(viii).

Mandatory Prepayments. (a) Not later If at any time (the “Collateral Deficiency Date”), the Collateral Coverage Ratio is less than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 19961.5 to 1.0, the Borrower shall either: (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver Give notice to the Administrative Agent a certificate signed by any Financial Officer that it elects to reduce the Borrowing Base, if applicable, or the Total Revolving Commitments and prepay the Revolving Loans to the extent necessary to comply with the Collateral Coverage Ratio at such time whereupon the Borrowing Base, if applicable, or the Total Revolving Commitments shall be so reduced with immediate effect and the Borrower shall make such prepayment on or before the date that is 30 days after the related Collateral Deficiency Date and to the extent such prepayment of the aggregate principal amount of Revolving Loans then outstanding is insufficient to result in compliance with the Collateral Coverage Ratio, the Borrower setting forth shall, to the amountextent of such insufficiency, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent; or (ii) Certify to the Administrative Agent that the Borrower has good and defensible title, free of any Liens, to Proved Developed Properties in an amount which, if anysubject to one or more Mortgages, would result in the Borrower being in compliance with such Collateral Coverage Ratio, and provide to each Lender the same information regarding such Proved Developed Properties as would be required for an evaluation of Excess Cash Flow for the Collateral Value attributable thereto by the Required Lenders under Section 2.13. Within 10 days after such period and certification, the calculation thereofRequired Lenders shall either (x) determine that such properties, if subject to a Mortgage, would result in the Borrower being in compliance with such Collateral Coverage Ratio, in reasonable detailwhich case, the Borrower shall within 20 days of such certification, and in any event, no later than within 30 days of the Collateral Deficiency Date, deliver a Mortgage (or a satisfactory amendment to an Existing Mortgage) to the Administrative Agent with respect to each such Proved Developed Property, executed and delivered by a duly authorized officer of each party thereto and accompanied by such other documentation as the Administrative Agent shall reasonably request (including, without limitation, legal opinions in form and substance satisfactory to the Administrative Agent relating thereto) or (y) determine that such properties, if subject to a Mortgage, would not result in the Borrower being in compliance with such Collateral Coverage Ratio, in which case, the Borrower shall make the prepayments specified in subsection (i) of this Section 3.2(a) within 30 days of the Collateral Deficiency Date. (b) In If at any time the event Borrowing Base is in effect (A) the Total Revolving Extensions of any termination Credit exceed (B) the Borrowing Base at such time (such excess, the “Borrowing Base Deficiency”) the Administrative Agent shall give notice thereof to the Borrower (a “Borrowing Base Deficiency Notice”) and within 30 days after the date of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitmentssuch Borrowing Base Deficiency Notice, the Borrower shall repay either: (i) Give notice to the Administrative Agent that it elects to prepay the Revolving Loans in an amount at least equal to the Borrowing Base Deficiency whereupon the Borrower shall make such prepayment on or prepay all before the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on date that is 60 days after the date of the Borrowing Base Deficiency and, to the extent such termination. In the event of any partial reduction prepayment of the aggregate principal amount of Revolving Credit CommitmentsLoans then outstanding is less than such Borrowing Base Deficiency, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on to the date extent of such reduction or terminationshortfall, repay or prepay Revolving Credit Borrowings or cash-collateralize replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent; or (ii) Give notice to the Administrative Agent that it elects to prepay the Revolving Loans in an aggregate amount equal to the Borrowing Base Deficiency (or, to the extent such prepayments of the aggregate principal amount of Revolving Loans then outstanding are less than the Borrowing Base Deficiency, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent) in six consecutive equal monthly installments, whereupon the Borrower shall pay the first such installment 30 days after the date of the Borrowing Base Deficiency and the next five such installments on the same day of each consecutive month thereafter; or (iii) (A) Certify to the Administrative Agent that the Borrower has good and defensible title, free of any Liens, to oil and gas properties not included in the determination of the Borrowing Base then in effect in an amount which, if taken into account in such determination, would eliminate the Borrowing Base Deficiency, and (B) provide to each Lender the same information regarding such properties as would be required for an evaluation of the value attributable thereto by the Required Lenders under Section 2.13 in calculating the Borrowing Base. Within 30 days after such certification, if the Required Lenders shall determine that taking into account such properties in the determination of the Borrowing Base would not be sufficient to eliminate result in the elimination of the Borrowing Base Deficiency, the Borrower shall either (x) make the prepayments specified in subsection (i) of this Section 3.2(b) immediately or (y) make the installment prepayments specified in subsection (ii) of this Section 3.2(b) with the first such excessinstallment due immediately. (c) The Borrower Total Revolving Commitments shall apply 100% be reduced by an amount equal to any Excess Amount and shall be accompanied by prepayment of Net Proceeds promptly upon its receipt thereof (orthe Revolving Loans to the extent, if applicableany, promptly upon any amounts being deemed to constitute Net Proceeds that the Total Revolving Extensions of Credit exceed the Total Revolving Commitments as so reduced, provided in that if the definition aggregate amount of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Revolving Loans if immediately prior to receipt thereof the Leverage Ratio then outstanding is greater less than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and Excess Amount (ii) not later than the later of (A) the date on which because L/C Obligations constitute a Responsible Officer portion of the Total Revolving Extensions of Credit), the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior shall, to the date extent of the balance of such prepaymentExcess Amount, replace outstanding Letters of Credit and/or deposit an amount in cash in a notice cash collateral account established with the Administrative Agent for the benefit of such prepayment. Such certificate shall also describe in reasonable detail the facts Lenders on terms and circumstances giving rise conditions satisfactory to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromAdministrative Agent.

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

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, 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. In the event If as a result of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if Commitments the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationthereto, then the Borrower shall, on the date of such reduction or terminationreduction, repay or prepay Revolving Credit Borrowings or cash-collateralize Swingline Loans (or a combination thereof) and/or replace outstanding Letters of Credit in an amount sufficient to eliminate such excess. (cb) The If on any date any Loan Party shall receive Net Cash Proceeds from any Asset Sales or Recovery Events in an aggregate amount greater than $2,000,000 in any fiscal year of the Borrower then, unless a Reinvestment Notice shall apply 100% of be delivered in respect thereof, all such Net Cash Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of shall be applied within five Business Days after such term) date to prepay Borrowings outstanding Loans in accordance with paragraph Section 2.13(e); provided, that, notwithstanding the foregoing, (di) belowthe aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $25,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward such payment. (c) No later than the earlier of (i) 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2005, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.4(a), the Borrower shall prepay outstanding Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to 50% of Excess Cash Flow for the fiscal year then ended; provided, however, that, that in the case event the Leverage Ratio at the end of such fiscal year was less than 3.5 to 1.00 no such prepayment shall be required. (d) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from an Equity Issuancethe issuance of Disqualified Preferred Stock or the issuance or other disposition of Indebtedness for money borrowed (or any similar transaction evidenced by bonds, debentures, notes or similar instruments) of any Loan Party or any subsidiary of a Loan Party (xother than Disqualified Preferred Stock or Indebtedness for money borrowed (or any similar transaction evidenced by bonds, debentures, notes or similar instruments) the Borrower permitted pursuant to Section 6.1, except for Indebtedness incurred under Section 6.1(p) for which a mandatory prepayment shall only be required to the extent such Indebtedness exceeds $25,000,000 at any time), 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 50an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.13(e). (e) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated ratably between the Term Loans and the Other Term Loans, if any, and shall be applied first, in chronological order to the installments of principal in respect of the Term Loans and Other Term Loans scheduled to be paid within 12 months after such mandatory prepayment and second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and Other Term Loans under Section 2.11. Upon the prepayment in full of all Term Loans, mandatory prepayments shall be applied to prepay Revolving Loans if immediately prior to receipt the full extent thereof and to permanently reduce the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% Revolving Credit Commitments by the amount of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and prepayment. (yf) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section 2.13, (c), i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepaymentextent practicable, a at least three days prior written notice of such prepayment. Such certificate Each notice of prepayment shall also describe in reasonable detail specify the facts prepayment date, the Type of each Loan being prepaid and circumstances giving rise the principal amount of each Loan (or portion thereof) to the applicable prepayment event and a reasonably detailed calculation be prepaid. All prepayments of the Net Proceeds therefromBorrowings under this Section 2.13 shall be subject to Section 2.15, but shall otherwise be without premium or penalty.

Mandatory Prepayments. (a) Not later [Reserved]. (b) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than 100 days Credit Agreement Refinancing Indebtedness)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e). (c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered within three Business Days after receipt thereof, such Net Cash Proceeds shall be applied after such third Business Day toward the prepayment of the Loans and other amounts as set forth in Section 2.12(e); provided that notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans and other amounts as set forth in Section 2.12(e). (d) If, for any fiscal year of the Borrower commencing after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 2831, 19962021, there shall be Excess Cash Flow, the Borrower shall (i) calculate shall, on the relevant Excess Cash Flow for such fiscal year and Application Date, apply 75the difference of 50% of such Excess Cash Flow minus the aggregate amount of any voluntary prepayments (including Discounted Prepayments made pursuant to prepay Borrowings in accordance Section 2.29 and assignments to Holdings, the Borrower or any Subsidiary made pursuant to 10.6(h), with paragraph the amount of such prepayment being equal to the amount actually paid by the Borrower (dor Holdings or any Subsidiary, as applicable)) below of the Term Loans or to the extent the Revolving Commitment is permanently reduced by an amount equal to such payment, any voluntary prepayments of the Revolving Loans, made during such year; provided that such percentage shall be reduced to (i) 25% if the Consolidated Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 3.00 to 1.00 but greater than 2.00 to 1.00 and (ii) deliver to 0% if the Administrative Agent a certificate signed by any Financial Officer Consolidated Net Leverage Ratio as of the Borrower setting forth the amount, if any, last day of such fiscal year is less than or equal to 2.00 to 1.00. Each such prepayment shall be made on a date (each an “Excess Cash Flow Application Date”) occurring no later than the earliest of three Business Days after (i) the date on which the financial statements of Holdings referred to in Section 6.1(a), for the fiscal year with respect to which such period prepayment is made, are required to be delivered to the Lenders, and (ii) the calculation thereof, in reasonable detaildate such financial statements are actually delivered. (be) In Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied to the prepayment of installments due in respect of the Term Loans in(ratably to the Term A Loan and the Term B Loan) in direct order of maturity for the next four scheduled payments of Term Loans required under Section 2.3, and then ratably to the remaining scheduled installments due in respect of the Term Loans in accordance with Sections 2.3 and 2.18(b) (provided that any Term Lender may decline any such prepayment (other than any prepayment made with the proceeds of Credit Agreement Refinancing Indebtedness) (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”), in which case the Declined Amount shall be distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by Term Lenders that have elected to accept such Declined Amounts; second, to the extent of any residual, if no Term Loans remain outstanding, to the prepayment of the Revolving Loans in accordance with Section 2.15(c) (with no corresponding permanent reduction in the Revolving Commitments); third, to the extent of any residual, if no Term Loans or Revolving Loans remain outstanding, to the deposit of an amount in cash (in an amount not to exceed 105% of the then existing L/C Exposure) in a cash collateral account for the benefit of the L/C Lenders on terms and conditions satisfactory to the Issuing Lender; and fourth, to the extent of any residual, retained by the Borrower. Each prepayment of the Loans under this Section 2.12 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans, in the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower have not been terminated) shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on be accompanied by accrued interest to the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, prepayment on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00prepaid. The Borrower shall deliver to the Administrative Agent and each Term Lender notice of each prepayment of Term Loans in whole or in part pursuant to this Section 2.12 not less than three (3) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment and (iii) the options of each Term Lender to (x) decline or accept its share of such prepayment and (y) to accept Declined Amounts. Any Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify the Administrative Agent by facsimile not later than one (1) Business Day prior to the Mandatory Prepayment Date. (f) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this paragraph (c)Section 2.12, a certificate signed by a Financial Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment or reduction. (g) No prepayment fee or other penalty or premium shall be payable in respect of any mandatory prepayments made pursuant to this Section 2.12. (h) Notwithstanding any provisions of this Section 2.12 to the contrary, to the extent the Borrower determines, acting in good faith, that any repatriation or distribution (or deemed repatriation or deemed distribution for tax purposes) to the Borrower of Net Cash Proceeds or Excess Cash Flow described in this Section 2.12 that are attributable to any Subsidiary would reasonably be expected to result in material adverse Tax consequences to any Group Member (as determined by the Borrower in good faith), or would be prohibited or restricted by applicable Requirements of Law, or applicable Operating Documents or material agreements of such Subsidiary, the applicable Net Cash Proceeds or Excess Cash Flow shall not be required to be so repatriated or distributed and the relevant amounts shall not be required to be prepaid in accordance with this Section 2.12. To the extent that the relevant adverse Tax consequences, restrictions imposed by Requirements of Law or restrictions set forth in the applicable Operating Documents or material agreements, in each case, would no longer be applicable at any time in the twelve (ii12) not later than month period following the later day that the relevant amounts would otherwise be required to be prepaid pursuant to this Section 2.12, the Borrower shall cause such amounts to be prepaid as and to the extent otherwise required pursuant to this Section 2.12. The Borrower will use commercially reasonable efforts to avoid or mitigate any material adverse Tax consequences, restrictions imposed by Requirements of (A) Law and restrictions set forth in the date on which a Responsible Officer applicable Operating Documents or material agreements, in each case, that would otherwise limit an obligation of the Borrower becomes aware that such to make a mandatory prepayment will be made and (B) in accordance with the date that is three Business Days prior to the date terms of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromthis Section 2.12.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, 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 and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-Swingline Loans (or a combination thereof) and/or replace or cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (b) If on any date the Aggregate Revolving Credit Exposure shall exceed the Borrowing Base, the Borrower shall on such date repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and/or replace or cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Not later than the third Business Day following the completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) received with respect thereto to prepay Borrowings outstanding Term Loans in accordance with paragraph Section 2.13(g). (d) belowIn the event and on each occasion that an 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 Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g). (e) No later than the earlier of (i) 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2000, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), except as set forth on Schedule 2.13(e), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to 75% of Excess Cash Flow for the fiscal year then ended; provided, however, that, in that such percentage shall be reduced to 50% for any year if the case Leverage Ratio at the end of such year shall have been less than 3.50 to 1.00. (f) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from an Equity Issuancethe issuance or other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (xand in any event not later than the third Business Day next following) the Borrower shall only be required receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to apply 50100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g). (g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be applied pro rata against the prepayment remaining scheduled installments of principal due in respect of the Term Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and under Section 2.11. (yh) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment pre payment required under this paragraph Section 2.13, (c), i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepaymentextent practicable, a at least three days prior written notice of such prepayment. Such certificate Each notice of prepayment shall also describe in reasonable detail specify the facts prepayment date, the Type of each Loan being prepaid and circumstances giving rise the principal amount of each Loan (or portion thereof) to the applicable prepayment event and a reasonably detailed calculation be prepaid. All pre payments of the Net Proceeds therefromBorrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the its outstanding Pre-Merger Revolving Facility Credit Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such terminationtermination and cash collateralize the entire L/C Exposure pursuant to Section 2.22(j). In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationreduction, then the Borrower shall, on the date of such reduction or terminationreduction, repay or prepay Revolving Credit Borrowings in an amount sufficient to eliminate such excess, and if, after giving effect to such payment or cash-collateralize prepayment, the aggregate L/C Exposure of all the Lenders would exceed the Total Revolving Credit Commitment, the Borrower shall, on such date, cash collateralize, pursuant to Section 2.22(j), such excess aggregate L/C Exposure or cause the termination of outstanding Letters of Credit in an amount sufficient to eliminate such excess. (cb) The Borrower shall apply 100% of all Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon by the Borrower or any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) Subsidiary to prepay Borrowings outstanding Term Loans in accordance with paragraph (d) below; provided. (c) No later than the earlier of (i) 90 days after the end of each fiscal year of the Borrower, howevercommencing with the fiscal year ending on December 31, that1996, in and (ii) the case of Net Proceeds from an Equity Issuancedate on which the financial statements with respect to such fiscal year are delivered pursuant to Section 5.04(a), (x) the Borrower shall only prepay outstanding Term Loans in accordance with Section 2.13(d) in an aggregate principal amount equal to 50 percent of Excess Cash Flow for such fiscal year, unless the Designated Financial Tests shall have, for a period of at least one complete fiscal quarter, been satisfied. (d) Mandatory prepayments of outstanding Term Loans under this Agreement shall be required to apply 50% allocated pro rata between the then-outstanding Tranche A Term Loans and Tranche B Term Loans, and applied pro rata against the remaining scheduled installments of such Net Proceeds principal due in respect of Tranche A Term Loans and Tranche B Term Loans under Sections 2.11(a) and (b), respectively. Notwithstanding anything in this Agreement to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds contrary, subsequent to the prepayment closing of the Connector Purchase, all prepayments under this Section 2.13 shall be allocated pro rata among the then outstanding Tranche A Term Loans, Tranche B Term Loans if at and term loans made under the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and Gilbert Credit Agreement. (ye) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall xxxxx deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section 2.13, (c), i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepaymentextent practicable, a at least three days prior written notice of such prepayment. Such certificate Each notice of prepayment shall also describe in reasonable detail specify the facts prepayment date, the Type of each Loan being prepaid and circumstances giving rise the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Eurodollar Borrowings under this Section 2.13 shall be accompanied by accrued and unpaid interest to but excluding the date of payment. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (f) Amounts to be applied pursuant to this Section 2.13 to the applicable prepayment event of Term Loans and a reasonably detailed calculation Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans. Any amounts remaining after each such application shall, at the option of the Net Proceeds therefromBorrower, 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 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 mature prior to the last day of the applicable Interest Periods of the Eurodollar Term Borrowings or Eurodollar Revolving Borrowings to be prepaid, as the case may be; provided, however, that (i) the Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any law, statute, rule or regulation and (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 VII, 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 Issuing Banks and the Lenders, a security interest in the Prepayment Account to secure the Obligations.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event and on each Business Day on which the total Revolving Exposure exceeds 100% of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit CommitmentsLine Cap, the Borrower Borrowers shall repay without notice or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowingsdemand, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or terminationfirst, repay or prepay Revolving any outstanding Swing Line Loans, second, repay or prepay any Protective Advances, third, repay or prepay other Borrowings, and fourth, at the Borrower Agent’s option, either replace outstanding Letters of Credit Borrowings or cash-collateralize Cash Collateralize or backstop in a manner reasonably acceptable to the applicable Issuing Bank outstanding Letters of Credit in an aggregate amount sufficient to eliminate such excess; provided that at any time Protective Advances are outstanding and the total Revolving Exposure at such time (excluding such Protective Advances) is less than 100% of the Line Cap at such time, the Borrowers shall only be required to make such repayments or prepayments to the extent (x) the aggregate principal amount of such outstanding Protective Advances exceeds 10% of the Line Cap or (y) the total Revolving Exposure exceeds the Total Revolving Commitments at such time. (b) During each Cash Dominion Period (following notification thereof by the Administrative Agent to the Borrower Agent which notification shall be delivered three Business Days following the commencement of such Cash Dominion Period (subject to the terms of the Guaranty and Collateral Agreement)), on each Business Day, at or before 1:00 p.m., Cincinnati, Ohio time, the Administrative Agent shall, subject to the ABL/Term Loan Intercreditor Agreement, apply all immediately available funds credited to the Administrative Agent’s Account or otherwise received by Administrative Agent for application to the Obligations, first, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent, the Issuing Banks and the Lenders constituting Obligations, pro rata, second, to prepay the principal and interest of any Swing Line Loans that may be outstanding, pro rata, third, to prepay the principal and interest of any Protective Advances that may be outstanding, pro rata, fourth, to pay interest due and payable in respect of any other Loans that may be outstanding, pro rata, fifth, to prepay the principal of any other Loans that may be outstanding and to Cash Collateralize the aggregate face amount of outstanding LC Exposure, pro rata, sixth, to pay or prepay any other Obligations (other than Obligations in connection with Secured Cash Management Obligations or Secured Swap Agreements and contingent indemnification obligations for which no claim has yet been made) whether or not then due, in such order and manner as the Administrative Agent determines; seventh, to pay or prepay Obligations in connection with Secured Cash Management Obligations and/or Secured Swap Agreements, pro rata, and eighth, as the Borrower Agent may direct. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.[Reserved];

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow Except for such fiscal year Protective Advances and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyOveradvances, on the date of such termination. In the event of each day (including, on any partial reduction of the Revolving Credit Commitments, then Revaluation Date (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationthe determination of the Outstanding Amount of each Revolving Loan and the LC Exposure)) on which (A) the Initial Revolving Credit Exposure exceeds the North American Line Cap, then the Borrower North American Borrowers shall, on within one (1) Business Day following receipt of notice from the date of such reduction or terminationAdministrative Agent, repay or prepay Initial Revolving Credit Borrowings or cash-Loans (or, if there are no Initial Revolving Loans outstanding at the relevant time, Cash collateralize outstanding Letters of Credit at 101% of the face amount thereof), in an aggregate amount sufficient to eliminate reduce the Initial Revolving Credit Exposure (calculated, for this purpose, as if any LC Exposure so Cash collateralized is not Initial Revolving Credit Exposure) such excess. that the Initial Revolving Credit Exposure does not exceed the North American Line Cap, or (cB) The the Total Revolving Credit Exposure exceeds the Line Cap, the Lead Borrower shall apply 100% shall, within one (1) Business Day following receipt of Net Proceeds promptly upon its receipt thereof notice from the Administrative Agent, prepay Revolving Loans (or, if applicablethere are no Revolving Loans outstanding at such time, promptly upon any amounts being deemed to constitute Net Proceeds as provided in Cash collateralize outstanding Letters of Credit at 101% of the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, thatface amount thereof), in an aggregate amount sufficient to reduce the case Total Revolving Credit Exposure (calculated, for this purpose, as if any LC Exposure so Cash collateralized is not Total Revolving Credit Exposure) such that the Total Revolving Credit Exposure does not exceed the Line Cap. (ii) [Reserved]. (iii) Prepayments shall be accompanied by accrued interest as required by Section 2.13. All prepayments of Net Proceeds from an Equity IssuanceBorrowings under this Section 2.11(b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (xiv) the Borrower shall only be required to apply 50% of such Net Proceeds Notwithstanding anything in this Section 2.11 to the prepayment contrary, funds received from or held by any Additional European Facility Loan Party or from the proceeds of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds Additional European Facility Collateral shall be applied only to the prepayment payment of Loans if at the time Obligations of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 Additional European Borrowers and (y) the Borrower shall not be required to apply any of such Net Proceeds applied to the prepayment payment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromNorth American Obligations.

Mandatory Prepayments. (ai) Not later than 100 days after If on any date the end aggregate unpaid principal amount of each fiscal year outstanding Revolving Loans made under the Revolving Commitments, plus the outstanding Letter of BorrowerCredit Obligations (to the extent not Cash Collateralized pursuant to clause (ii) below or as provided for in Section 3.07) exceeds the Aggregate Revolving Commitment, commencing then the Borrower shall immediately prepay the amount of such excess. Any payments on Revolving Loans made under the Revolving Commitments pursuant to this Section 2.07(a)(i) shall be applied pro rata among the Banks with Revolving Commitments. (ii) If on any date the fiscal year ending December 28, 1996aggregate amount of all Letter of Credit Obligations shall exceed the Letter of Credit Commitment, the Borrower shall Cash Collateralize on such date an amount equal to the excess of the Letter of Credit Obligations over the Letter of Credit Commitment. (iii) If on any date the aggregate unpaid principal amount of outstanding Incremental Revolving Loans made under an Incremental Facility exceeds the aggregate amount of the Incremental Revolving Commitments relating to such Incremental Facility, then the Borrower shall immediately prepay the amount of such excess. Any payments on Incremental Revolving Loans made under an Incremental Facility pursuant to this Section 2.07(a)(iii) shall be applied pro rata among the applicable Incremental Banks having Incremental Revolving Commitments with respect to such Incremental Facility. (i) calculate Excess Cash Flow for such fiscal year and apply 75If on any date any Nexstar Entity shall make any Disposition, an amount equal to 100% of the Net Cash Proceeds from such Excess Cash Flow Disposition shall be applied on such date to prepay Borrowings outstanding principal of the Term B Loans and the Revolving Loans on a pro rata basis among such Loans, provided that with respect to no more than $1,000,000 in accordance the aggregate of the Net Cash Proceeds received in connection with paragraph (d) below and (ii) deliver any Disposition, the Net Cash Proceeds therefrom shall not be required to be so applied if no Default or Event of Default then exists and, provided further, that this requirement for mandatory prepayment will be further reduced to the Administrative Agent a certificate signed by any Financial Officer extent that the Borrower elects, as hereinafter provided, to attempt to cause some or all of such Net Cash Proceeds to be reinvested in Reinvestment Assets. The Borrower may elect to attempt to cause some or all of the Borrower setting forth Net Cash Proceeds from a Disposition to be reinvested in Reinvestment Assets during the amount, Reinvestment Period (a "Reinvestment Election") if any, (x) no Default or Event of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, Default exists on the date of such termination. In Reinvestment Election and (y) if such Reinvestment Election is made by the event delivery of any partial reduction a Reinvestment Notice to the Administrative Agent on or before the date of the consummation of such Disposition, with such Reinvestment Election being effective with respect to the Net Cash Proceeds of such Disposition equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice. (ii) Nothing in this Section 2.07(b) shall be deemed to permit any Disposition not otherwise permitted under this Agreement. (iii) On the Reinvestment Prepayment Date with respect to a Reinvestment Election, an amount equal to the Reinvestment Prepayment Amount, if any, for such Reinvestment Election shall be applied to prepay outstanding principal of the Term B Loans and the Revolving Credit CommitmentsLoans on a pro rata basis among such Loans. (c) Within 90 days after any Nexstar Entity receives any proceeds from any Recovery Event, an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs including, without limitation, legal costs and expenses and taxes incurred in connection with such Recovery Event and the collection of the proceeds thereof) shall be applied to prepay outstanding principal of the Term B Loans and the Revolving Loans on a pro rata basis among such Loans; provided that so long as no Default or Event of Default then exists, this requirement for mandatory prepayment shall be reduced by any amounts (i) at actually applied on or prior before such 90th day or (ii) committed in writing on or before such 90th day to be applied to the effective date replacement or restoration of the assets subject to such reductionRecovery Events within 365 days after such Recovery Event and; provided further that with respect to no more than $1,000,000 in the aggregate of the proceeds received from any Recovery Event, the Administrative Agent proceeds therefrom shall notify not be required to be so applied if no Default or Event of Default then exists. (d) On each date which is 90 days after the last day of each Fiscal Year commencing with the Fiscal Year ending on December 31, 2003, an amount equal to 75% of the Excess Cash Flow of the Borrower for such Fiscal Year shall be applied to prepay outstanding principal of the Term B Loans and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and Loans on a pro rata basis among such Loans; provided that (iiA) if the Aggregate Consolidated Total Leverage Ratio on the last day of each of the last two consecutive Fiscal Quarters during such Fiscal Year is equal to or less than 5.50:1.00, an amount equal to 50%, and not 75%, of the Excess Cash Flow of the Borrower for such Fiscal Year shall be applied to prepay outstanding principal of the Term B Loans and the Revolving Credit Exposure would exceed Loans on a pro rata basis among such Loans, and (B) if the Consolidated Total Revolving Credit Commitment after giving effect Leverage Ratio on the last day of each of the last two consecutive Fiscal Quarters during such Fiscal Year is equal to such reduction or terminationless than 4.50:1.00, then no payment in respect of such Fiscal Year shall be required pursuant to this Section 2.07(d) and, provided further that with respect to each Fiscal Year, the amount which would otherwise be payable pursuant to this Section 2.07(d) may be reduced by $1,000,000 so long as no Default or Event of Default exists on such 90th day. (e) On the Business Day after the date of the receipt by any Nexstar Entity of Net Issuance Proceeds from any sale or issuance of Capital Stock (including the Permitted Parent Preferred Equity described in Section 8.05(l)) or cash capital contribution other than Excluded Proceeds, the Borrower shallshall prepay outstanding principal of the Term B Loans and the Revolving Loans, on a pro rata basis among such Loans, in an amount equal to 50% of such Net Issuance Proceeds, provided so long as no Default or Event of Default exists on the date of such reduction issuance, the amount of the prepayments required to be made under this Section 2.07(e) shall be reduced to the extent (but only to the extent) that such Net Issuance Proceeds are used or terminationto be used in connection with an Acquisition made in accordance with the terms of Section 8.04 (including by waiver or consent) which a Nexstar Entity commits to in writing pursuant to a stock purchase agreement (or similar agreement) prior to or not later than six months after the date of such issuance; provided further that at any time after the expiration of the six month period, repay if (A) the definitive agreement executed in connection with any such Acquisition is terminated, expired or prepay Revolving Credit Borrowings otherwise becomes ineffective prior to the consummation of such Acquisition, (B) the Borrower is no longer pursuing the consummation of the Acquisition in good faith or cash-collateralize outstanding Letters (C) such Acquisition is not consummated within 18 months from the date the Nexstar Entity committed in writing to such Acquisition, then the amount of Credit in an prepayments required to be made under this Section 2.07(e) shall be increased by the amount sufficient of such Net Issuance Proceeds that were not used to eliminate consummate such excessAcquisition. (cf) If on any date any Nexstar Entity shall incur or issue any Indebtedness (other than the Permitted Parent Preferred Equity described in Section 8.05(l) and Indebtedness described in subsections (a) - (d), (f) - (i) and (k) of Section 8.05), then on each such date of incurrence or issuance an amount equal to the amount of the Net Debt Proceeds received with respect to such Indebtedness shall be applied to prepay outstanding principal of the Term B Loans and the Revolving Loans, on a pro rata basis among such Loans; provided so long as no Default or Event of Default exists on the date of such incurrence or issuance, the amount of the prepayments required to be made under this Section 2.07(f) shall be reduced to the extent (but only to the extent) that such Net Debt Proceeds are used or to be used in connection with an Acquisition made in accordance with Section 8.04 (including by waiver or consent) which a Nexstar Entity commits to in writing pursuant to a stock purchase agreement (or similar agreement) prior to or not later than six months after the date of such incurrence or issuance of Indebtedness; provided further that at any time after the expiration of the six month period, if (A) the definitive agreement executed in connection with any such Acquisition is terminated, expired or otherwise becomes ineffective prior to the consummation of such Acquisition, (B) the Borrower is no longer pursuing the consummation of the Acquisition in good faith or (C) such Acquisition is not consummated within 18 months from the date the Nexstar Entity committed in writing to such Acquisition, then the amount of prepayments required to be made under this Section 2.07(f) shall be increased by the amount of such Net Debt Proceeds that were not used to consummate such Acquisition. (g) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (orpay, if applicabletogether with each prepayment under this Section 2.07, promptly upon accrued interest on the amount prepaid and any amounts being deemed required pursuant to constitute Net Proceeds as Section 4.04; provided that interest to be paid in connection with any such prepayment of Base Rate Loans (other than a prepayment in full) shall instead be paid on the definition next occurring Interest Payment Date. (h) Any prepayments pursuant to this Section 2.07 made on a day other than an Interest Payment Date for any Loan shall be applied first to any Base Rate Loans then outstanding and then to Eurodollar Loans with the shortest Interest Periods remaining. (i) Any prepayment of Term B Loans pursuant to this Section 2.07 shall be applied to the remaining scheduled installments of Term B Loans to be made pursuant to Section 2.08(a), pro rata (based on the then remaining amounts of such termremaining installments). (j) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds Notwithstanding anything to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply contrary contained in this Section 2.07, any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver Term B Bank may elect, by delivering written notice to the Administrative Agent (i) at the time of each prepayment required under this paragraph (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) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date receipt thereof, not to receive its pro rata portion of any mandatory prepayment that would otherwise be payable to such Term B Bank pursuant to this Section 2.07, whereupon such portion shall be reallocated to prepay the outstanding principal amount of all Term B Loans and Revolving Loans other than the Term B Loans held by such Term B Bank and any other Term B Bank that has elected not to receive its pro rata portion of such mandatory prepayment, on a notice of pro rata basis among such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromLoans.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace all outstanding RF Letters of Credit and/or deposit an amount equal to the RF L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-Swingline Loans (or a combination thereof) and/or replace or cash collateralize outstanding RF Letters of Credit in an amount sufficient to eliminate such excess. In the event of any termination of all the PF L/C Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding PF L/C Loans and replace all outstanding PF Letters of Credit and/or deposit an amount equal to the PF L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Issuing Bank. In the event of any partial reduction of the PF L/C Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the PF Lenders of the aggregate amount of the outstanding PF L/C Loans and the PF L/C Exposure after giving effect thereto and (ii) if such aggregate amount would exceed the aggregate amount of the PF L/C Commitments after giving effect to such reduction or termination, then the Borrower shall repay or prepay PF L/C Loans and/or replace or cash collateralize outstanding PF Letters of Credit in an amount sufficient to eliminate such excess. Upon any repayment of PF L/C Loans or replacement or cash collateralization of PF Letters of Credit as contemplated and to the extent required by the preceding sentence, the Administrative Agent shall return to the PF Lenders, from the Credit-Linked Deposit Account in accordance with their respective PF Pro Rata Percentages, an amount equal to the amount of such reduction or termination. (cb) The Not later than the third Business Day following the completion of any Asset Sale (other than a sale of Non-Core Assets or a Tahoe Joe’s Sale), the Borrower shall apply 100% of the Net Cash Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) received with respect thereto to prepay Borrowings outstanding Term Loans in accordance with paragraph Section 2.13(e). (dc) belowNo later than the earlier of (i) 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on or around June 30, 2008, and (ii) the third Business Day following 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 Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to 50% of Excess Cash Flow for the fiscal year then ended minus Voluntary Prepayments during such fiscal year; provided, however, that, in that such percentage shall be reduced to (i) 25% for any year if the case Leverage Ratio at the end of such year shall have been less than 4.0 to 1.0 and (ii) 0% for any year if the Leverage Ratio at the end of such year shall have been less than 3.0 to 1.0. (d) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from an Equity Issuancethe issuance or other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (xand in any event not later than the third Business Day next following) the Borrower shall only be required receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to apply 50100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(e). (e) All amounts required to be paid pursuant to this Section 2.13 shall be applied to prepay outstanding Term Loans of the Term Lenders that accept the same. Each Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans if immediately prior required to receipt thereof be made by the Leverage Ratio is greater than 3.00 Borrower pursuant to 1.00 this Section 2.13, to decline all (but not greater than 4.00 to 1.00 and 25% a portion) of its pro rata share of such Net prepayment (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment of Loans if (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time of receipt thereof and in the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) manner specified by the Borrower Administrative Agent). All such accepted prepayments shall not be required to apply any of such Net Proceeds applied pro rata to the prepayment remaining scheduled installments of principal due in respect of the Term Loans if at under Section 2.11. Any such mandatory prepayments that are rejected by the time of receipt thereof Term Lenders may be retained by the Leverage Ratio is not greater than 2.50 to 1.00. Borrower. (f) The Borrower shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section 2.13, (c), i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepaymentextent practicable, a at least three days prior written notice of such prepayment. Such certificate Each notice of prepayment shall also describe in reasonable detail specify the facts prepayment date, the Type of each Loan being prepaid and circumstances giving rise the principal amount of each Loan (or portion thereof) to be prepaid; provided, however, that, if at the applicable time of any prepayment event pursuant to this Section 2.13 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and a reasonably detailed calculation if some but not all Term 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 Net Proceeds therefromaccepting Term Lenders. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.

Mandatory Prepayments. (ai) Not later than 100 days after If on any date (A) the end aggregate unpaid principal amount of outstanding Revolving Loans and Swingline Loans plus the outstanding Letter of Credit Obligations (to the extent not Cash Collateralized pursuant to clause ------ (ii) below or as provided for in Section 3.07) exceeds the lesser of the ---- ------------ Aggregate Revolving Commitment and the Revolving Availability or (B) the aggregate unpaid principal amount of Swingline Loans exceeds the Swingline Amount, in each fiscal year such case the Borrower shall immediately prepay the amount of Borrower, commencing with such excess. (ii) If on any date the fiscal year ending December 28, 1996aggregate amount of all Letter of Credit Obligations shall exceed the lesser of the Letter of Credit Commitment and the Revolving Availability, the Borrower shall (i) calculate Excess Cash Flow for Collateralize on such fiscal year and apply 75% date its obligations in respect of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient equal to eliminate such excess. (cb) The On each date after the Restatement Effective Date upon which Holdings or any of its Subsidiaries receives any Net Issuance Proceeds from the incurrence by Holdings or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred under Section 8.04 as in effect on the Restatement Effective Date), the Borrower shall apply ------------ promptly prepay the Loans on such date in an amount equal to 100% of the Net Issuance Proceeds promptly upon its receipt thereof thereof. Nothing in this paragraph (or, if applicable, promptly upon any amounts being b) ------------- shall be deemed to constitute Net Proceeds as provided in permit the definition incurrence of such term) to prepay Borrowings in accordance with paragraph (d) belowany Indebtedness not otherwise permitted under this Agreement; provided, however, that, that no prepayment shall be -------- ------- required hereunder with respect to the first $750,000 of such Net Issuance Proceeds received after the Restatement Effective Date or with respect to any Net Issuance Proceeds received after the Restatement Effective Date in connection with the case incurrence of Indebtedness for borrowed money secured by Letters of Credit. (c) On each date after the Restatement Effective Date upon which Holdings or any of its Subsidiaries receives any Net Issuance Proceeds from an Equity Issuancethe issuance or sale by Holdings or any of its Subsidiaries of equity securities or other equity interests or rights (other than $571,752.80 of such Net Issuance Proceeds received as contemplated by Section 9.01(l)), (x) the Borrower shall only be required --------------- promptly prepay the Loans on such date in an amount equal to apply 50% of the Net Issuance Proceeds thereof; provided, however, that no prepayment shall be -------- ------- required hereunder with respect to the first $250,000 of Net Issuance Proceeds received after the Restatement Effective Date in connection with the issuance or sale of any such equity securities or other equity interests or rights. (d) Within two Business Days after Holdings or any of its Subsidiaries receives any Net Cash Proceeds from any Asset Sale, the Borrower shall promptly prepay the Loans on such date by an amount equal to 100% of the Net Cash Proceeds from such Asset Sale; provided, however, that (i) with respect -------- ------- to no more than $1,000,000 in the aggregate of such Net Cash Proceeds in any fiscal year of Holdings, such Net Cash Proceeds shall not give rise to a prepayment pursuant to this paragraph (d) if no Default or Event of Default then ------------- exists and Holdings has delivered a certificate to the prepayment of Loans if immediately Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used to purchase replacement assets used or to be used in the Borrower's or any of its Subsidiaries' business within 270 days following the date of receipt thereof of such Net Cash Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and if all of any portion of such Net Cash Proceeds are not so used within such 270 day period, the Borrower shall promptly prepay the Loans on the last day of such period by an amount equal to such remaining portion and (ii) no prepayment shall be required hereunder with respect to the first $250,000 of Net Cash Proceeds received in any fiscal year of Holdings. Nothing in this paragraph (d) shall be deemed to permit any Asset ------------- Sale not otherwise permitted under this Agreement. (e) Within 10 days following each date after the Restatement Effective Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any Recovery Event, the Borrower shall promptly prepay the Loans on such date by an amount equal to 100% of the Net Insurance Proceeds from such Recovery Event; provided, however, that if no Default or Event of Default then -------- ------- exists and such proceeds from such Recovery Event do not exceed $4,000,000, such proceeds shall not give rise to a prepayment pursuant to this paragraph (e) on ------------- such date if Holdings has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid within 365 days following the date of receipt of such proceeds (which certificate shall set forth in the estimates of such proceeds to be so expended), and provided, further, that (i) if the amount of such proceeds -------- ------- exceeds $4,000,000, then the Borrower shall promptly prepay the Loans by the entire amount of such proceeds and not just the portion in excess of $4,000,000 as provided above in this paragraph (e), and (ii) if all or any portion of such proceeds are not ------------- contractually committed to be used within 180 days after the date of receipt of such proceeds or are not actually used within 365 days after the date of receipt of such proceeds to effect such restoration or replacement, the Borrower shall promptly prepay the Loans on the last day of such 180-day or 365-day period, as the case may be, by an amount equal to such remaining portion. (f) On each Excess Cash Payment Date, the Borrower shall promptly prepay the Loans on such date by an amount equal to 75% of the Excess Cash Flow for the relevant Excess Cash Payment Period; provided, however, that the -------- ------- foregoing percentage shall be reduced to 50% for any Excess Cash Payment Period so long as (I) no Default or Event of Default exists on such Excess Cash Payment Date and (II) the Consolidated Leverage Ratio is greater less than 3.00 3.25:1.00 on the last day of the Measurement Period for the relevant Excess Cash Payment Period (after giving effect to 1.00 but not greater than 4.00 any repayment of Term Loans on such date). (g) On any date on which Holdings or any of its Subsidiaries receives any cash proceeds in excess of $250,000 from any purchase price adjustment under the Acquisition Agreement, an amount equal to 1.00 and 25100% of the cash proceeds in excess of $250,000 from such Net Proceeds purchase price adjustment shall be applied on such date as a mandatory repayment of principal of outstanding Loans. (h) Each repayment of Loans pursuant to this Section 2.07 shall be ------------ applied first to outstanding Term Loans, with each such repayment, except as otherwise provided by paragraph (k) of this Section 2.07, to be applied to the prepayment ------------- ------------ Tranche A Term Loans and the Tranche B Term Loans on a pro rata basis (based --- ---- upon the then outstanding principal amount of Tranche A Term Loans if and Tranche B Term Loans); provided that any repayment under paragraph (g) of this Section -------- ------------- ------- 2.07 shall be applied (i) first, to repay outstanding Revolving Loans and ---- Swingline Loans in an aggregate principal amount equal to that amount of Revolving Loans and Swingline Loans incurred on the Restatement Effective Date to finance, in part, the Acquisition and the Refinancing, and (ii) second, to the extent in excess thereof, to repay outstanding Term Loans as otherwise provided in this paragraph (h). Each repayment of principal of any Tranche of ------------- Term Loans pursuant to this Section 2.07 shall be applied to reduce the then ------------ remaining Scheduled Repayments of the respective Tranche of Term Loans pro rata --- ---- based upon the then remaining principal amounts of the Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto. After all Term Loans have been repaid in full, any amounts required to be applied pursuant to this Section 2.07 shall be applied to prepay any outstanding ------------ Swingline Loans and then to any outstanding Revolving Loans. If, at the time of receipt thereof the Leverage Ratio is greater than 2.50 application of any amounts otherwise required to 1.00 be prepaid pursuant to this Section 2.07, no Loans are outstanding, but not greater than 3.00 to 1.00 and (y) Letter of Credit Obligations are outstanding, then the Borrower shall not be required to apply any Cash Collateralize such Letter of such Net Proceeds Credit Obligations in amounts equal to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. prepayments otherwise required hereby. (i) The Borrower shall deliver to the Administrative Agent (i) at the time of pay, together with each prepayment required made by the Borrower under this paragraph (c)Section 2.07, a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of accrued interest on the amount of prepaid and any ------------ amounts required -44- pursuant to Section 4.04; provided that interest shall be paid in connection ------------ -------- with any such prepayment of Base Rate Loans (other than a prepayment in full) on the next occurring Interest Payment Date. (j) Any prepayments pursuant to this Section 2.07 made on a day other ------------ than an Interest Payment Date for any Loan shall be applied first to any Base Rate Loans then outstanding and then to Eurodollar Loans with the shortest Interest Periods remaining. (iil) not later than the later of (A) The Borrower shall repay in full all outstanding Loans on the date on which a Responsible Officer Change of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromControl occurs.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitmentspursuant to Section 2.09, the each Borrower shall repay or prepay all the its outstanding Pre-Merger Revolving Facility Credit Borrowings or Post-Merger Revolving Facility Borrowings, respectively, and all outstanding Swingline Loans on the date of such termination. In the event of any partial reduction of the Revolving Credit CommitmentsCommitments pursuant to Section 2.09, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower Borrowers and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure and the Aggregate Alternative Currency Revolving Credit Exposure after giving effect thereto and the portion of the Aggregate Revolving Credit Exposure and the Aggregate Alternative Currency Revolving Credit Exposure attributable to each Borrower. If at any time, as a result of such a partial reduction or termination, as a result of fluctuations in exchange rates or otherwise, if (iii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction Commitment, (ii) the Aggregate Alternative Currency Revolving Credit Exposure would exceed $22,000,000 or termination(iii) the DCJ Revolving Credit Exposure would exceed the DCJ Maximum Percentage of the Total Revolving Credit Commitment, then the Borrower shall, Borrowers shall (x) on the date of such reduction or terminationtermination of Revolving Credit Commitments or (y) within four Business Days following notice from the Administrative Agent of any such fluctuation in exchange rate or otherwise, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit Swingline Loans in an amount sufficient to eliminate such excess. For purposes of clauses (i) and (iii) in the immediately preceding sentence, the Aggregate Alternative Revolving Credit Exposure shall be calculated by reference to the Dollar Equivalent of each amount denominated in an Alternative Currency, such Dollar Equivalent to be determined as of the date such Alternative Currency liability was incurred. (b) The Borrowers shall repay Term Loans in accordance with Section 2.13(e) by the amount equal to the aggregate amount of Net Proceeds (minus any Reinvested Amount relating thereto) received by Parent or any of its Subsidiaries from (i) the sale, transfer or other disposition by Parent or any of its Subsidiaries of any property or assets of Parent or any of its Subsidiaries to any Person (other than to the Parent or any Subsidiary thereof) pursuant to Section 6.05(i); (ii) the sale or other disposition of any Capital Stock, property or assets of any Foreign Subsidiary existing on the Closing Date (other than DCJ, any Mexican Subsidiary which is a Subsidiary Guarantor, Jafra Cosmetics Dominicana S.A., CDRJ Europe Holding Company B.V. or any Subsidiary of CDRJ Europe Holding Company B.V. existing on the Closing Date), or of any property or assets of any other Subsidiary existing on the Closing Date that are used in any business or operations conducted in any jurisdiction other than the United States, Mexico, the Dominican Republic and Europe pursuant to Section 6.05(l); or (iii) the recovery by Parent or any of its Subsidiaries of amounts owing to it under property insurance policies if Parent and its Subsidiaries have not commenced replacement of the property on account of which such amounts were paid within one year of the later of the date of the casualty to, or condemnation of, such property or the receipt of such Net Proceeds, provided that, notwithstanding the foregoing, any such repayment of the Term Loans pursuant to this Section 2.13(b) shall only be required upon any such sale or transfer or recovery to the extent the Net Proceeds received therefrom, when aggregated with the Net Proceeds received from all such sales or transfers or recoveries in the immediately preceding twelve-month period and minus all applicable Reinvested Amounts relating to all such Net Proceeds, exceed $5,000,000. The applicable Borrower shall make any prepayment pursuant to this Section 2.13(b) as promptly as practicable (and in any event, within three Business Days) following the date of receipt of any such Net Proceeds (except that if any such Net Proceeds are eligible to be reinvested in accordance with the definition of the term "Reinvested Amount" and neither Parent nor any such Borrower has elected to reinvest such proceeds, such prepayment shall be made on the earlier of (x) the date on which the certificate of a Responsible Officer of Parent or such Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (y) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition). (c) The Borrower On the Business Day following the date on which the financial statements with respect to a fiscal year are delivered pursuant to Section 5.01(a), the Borrowers shall apply 100prepay outstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to 50% of Net Proceeds promptly upon its receipt thereof Excess Cash Flow for the fiscal year then ended (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition case of such term) to prepay Borrowings in accordance with paragraph (d) belowthe fiscal year ended December 31, 2003, the period commencing on July 1, 2003, and ending on December 31, 2003); provided, however, that, in that no such prepayment shall be required if the case Consolidated Leverage Ratio as of the end of such fiscal year shall be less than 3.00 to 1.00. (d) In the event that Parent or any Subsidiary shall receive Net Proceeds from an Equity Issuancethe issuance or other disposition of Indebtedness for money borrowed (other than Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrowers shall, as promptly as practicable upon (xand in any event not later than the third Business Day next following) the Borrower shall only be required receipt of such Net Proceeds, apply an amount equal to apply 50100% of such Net Proceeds to the prepay outstanding Term Loans in accordance with Section 2.13(e). (e) Each prepayment of outstanding Term Loans if immediately prior required to receipt thereof be made pursuant to any paragraph of this Section 2.13 shall be applied (i) first against the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 remaining scheduled installments of principal due in respect of the Term Loans of the applicable Borrower under Section 2.11(a)(i) or (ii), as the case may be, in the next twelve months in the order of maturity and 25% (ii) second pro rata against the remaining scheduled installments of principal due in respect of such Net Proceeds Term Loans. To the extent that Excess Cash Flow for any fiscal year required to be used to prepay Term Loans pursuant to Section 2.13(c) is attributable (as reasonably determined by Parent) to one Borrower and its Subsidiaries (as opposed to the prepayment of other Borrower and its Subsidiaries), then such Excess Cash Flow shall be used to prepay the Term Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower in accordance with this Section 2.13(e). (f) Parent shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section 2.13, (c), i) a certificate signed by a Financial Officer of the Borrower Parent setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepaymentextent reasonably practicable, a at least three days prior written notice of such prepayment. Such certificate Each notice of prepayment shall also describe specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (g) Unless the Borrowers otherwise elect, amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and/or Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, as the case may be. Any amounts remaining after each such application shall, at the option of the applicable Borrower, be applied to prepay Eurocurrency Term Loans or Eurocurrency Revolving Loans, as the case may be, immediately and/or shall be deposited in reasonable detail the facts Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Term Loans to prepay Eurocurrency Term Loans and circumstances giving rise (ii) allocable to Revolving Loans to prepay Eurocurrency Revolving Loans, in each case on the last day of their respective Interest Periods (or, at the direction of Borrowers, on any earlier date) until all outstanding Term Loans or Revolving Loans, as the case may be, have been prepaid to the extent required by Section 2.13 or until all the allocable cash on deposit with respect to such Loans has been exhausted and thereupon any balance remaining in the Prepayment Account shall be disbursed to the applicable prepayment event Borrower. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Borrowers with the Administrative Agent and a reasonably detailed calculation over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (g). The Administrative Agent will, at the request of Borrowers, invest amounts on deposit in the Prepayment Account in Cash Equivalents that mature prior to the last day of the Net Proceeds therefromapplicable Interest Periods of the Eurocurrency Term Borrowings or Eurocurrency Revolving Credit Borrowings to be prepaid, as the case may be; provided, however, that (i) the Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Event of Default pursuant to Section 7.01 or Section 7.02(a) shall have occurred and be continuing. Any losses that may result from such investments shall not relieve the applicable Borrower from its obligation to prepay Eurocurrency Borrowings on the last day of the applicable Interest Period. 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, except to the extent necessary to make the applicable prepayment required by Section 2.13. If the maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. Each Borrower hereby grants to the Administrative Agent, for its benefit and the benefit of the Secured Parties, a security interest in the Prepayment Account to secure the Obligations.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail[Reserved.] (b) In [Reserved.] (c) On each Fee Payment Date, the event Administrative Agent shall determine the Dollar Equivalent of the aggregate outstanding Multicurrency Revolving Extensions of Credit under each Multicurrency Revolving Facility as of the last day of the related Fee Payment Period. If, as of the last day of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit CommitmentsFee Payment Period, the Borrower shall repay or prepay all Dollar Equivalent of the aggregate outstanding Pre-Merger Multicurrency Revolving Extensions of Credit under either Multicurrency Revolving Facility Borrowings or Post-Merger exceeds the aggregate Multicurrency Revolving Commitments under such Multicurrency Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitmentsthen in effect by 5% or more, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower and shall prepay Multicurrency Revolving Loans under such Multicurrency Revolving Facility in an aggregate principal amount at least equal to such excess; provided that the Revolving Credit Lenders failure of the Aggregate Administrative Agent to determine the Dollar Equivalent of the aggregate outstanding Multicurrency Revolving Extensions of Credit Exposure after giving under each Multicurrency Revolving Facility as provided in this Section 2.18(c) shall not subject the Administrative Agent to any liability hereunder. (d) On each Fee Payment Date, the Administrative Agent shall determine the Dollar Equivalent of the aggregate outstanding Domestic Revolving Extensions of Credit under each Domestic Revolving Facility (based on the Dollar Equivalent of the Outstanding Amount of any Letter of Credit denominated in a Currency other than Dollars as of the last day of the related Fee Payment Period). If, as of the last day of any Fee Payment Period, the Dollar Equivalent of the aggregate outstanding Domestic Revolving Extensions of Credit under either Domestic Revolving Facility exceeds the aggregate Domestic Revolving Commitments under such Domestic Revolving Facility then in effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction by 5% or terminationmore, then the Borrower shallAdministrative Agent shall notify the Company and, on the date within five Business Days of such reduction notice, the Company or terminationthe relevant Subsidiary Borrower shall prepay Domestic Revolving Loans or Swingline Loans under such Domestic Revolving Facility in an aggregate principal amount at least equal to, repay or prepay Revolving Credit Borrowings or cash-collateralize Collateralize outstanding Letters of Credit in an amount sufficient such that the Domestic Revolving Credit Exposures under the applicable Domestic Revolving Facility attributable to eliminate Letters of Credit is Collateralized in an amount equal to, such excess; provided that the failure of the Administrative Agent to determine the Dollar Equivalent of the aggregate outstanding Domestic Revolving Extensions of Credit under each Domestic Revolving Facility as provided in this Section 2.18(d) shall not subject the Administrative Agent to any liability hereunder. (ce) The On each Fee Payment Date, the Administrative Agent shall determine the Dollar Equivalent of the aggregate outstanding Canadian Revolving Extensions of Credit under each Canadian Revolving Facility as of the last day of the related Fee Payment Period. If, as of the last day of any Fee Payment Period, the Dollar Equivalent of the aggregate outstanding Canadian Revolving Extensions of Credit under either Canadian Revolving Facility exceeds the aggregate Canadian Revolving Commitments under such Canadian Revolving Facility then in effect by 5% or more, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall apply 100% prepay Canadian Revolving Loans under such Canadian Revolving Facility in an aggregate principal amount at least equal to such excess; provided that the failure of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed the Administrative Agent to constitute Net Proceeds determine the Dollar Equivalent of the aggregate outstanding Canadian Revolving Extensions of Credit under each Canadian Revolving Facility as provided in the definition of such termthis Section 2.18(e) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to subject the Administrative Agent (i) at the time of each prepayment required under this paragraph (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) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromany liability hereunder.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace all outstanding RF Letters of Credit and/or deposit an amount equal to the RF L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-Swingline Loans (or a combination thereof) and/or replace or cash collateralize outstanding RF Letters of Credit in an amount sufficient to eliminate such excess. In the event of any termination of all the UF L/C Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding UF L/C Loans and replace all outstanding UF Letters of Credit and/or deposit an amount equal to the UF L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. In the event of any partial reduction of the UF L/C Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the UF Lenders of the aggregate amount of the outstanding UF L/C Loans and the UF L/C Exposure after giving effect thereto and (ii) if such aggregate amount would exceed the aggregate amount of the UF L/C Commitments after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay UF L/C Loans and/or replace or cash collateralize outstanding UF Letters of Credit in an amount sufficient to eliminate such excess. In the event of any termination of all the PF L/C Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding PF L/C Loans and replace all outstanding PF Letters of Credit and/or deposit an amount equal to the PF L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Issuing Bank. In the event of any partial reduction of the PF L/C Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the PF Lenders of the aggregate amount of the outstanding PF L/C Loans and the PF L/C Exposure after giving effect thereto and (ii) if such aggregate amount would exceed the aggregate amount of the PF L/C Commitments after giving effect to such reduction or termination, then the Borrower shall repay or prepay PF L/C Loans and/or replace or cash collateralize outstanding PF Letters of Credit in an amount sufficient to eliminate such excess. Upon any replacement or cash collateralization of PF Letters of Credit as contemplated and to the extent required by the preceding sentence, the Administrative Agent shall return to the PF Lenders, from the Credit-Linked Deposit Account in accordance with their respective PF Pro Rata Percentages, an amount equal to the amount of such reduction or termination. (cb) The Not later than the third Business Day following the completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) received with respect thereto to prepay Borrowings outstanding Term Loans in accordance with paragraph Section 2.13(g). (c) In the event and on each occasion that an 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 Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g). (d) belowNo later than the earlier of (i) 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on or around June 30, 2005, and (ii) the third Business Day following 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 Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to 75% of Excess Cash Flow for the fiscal year then ended minus Voluntary Prepayments during such fiscal year; provided, however, that, in that such percentage shall be reduced to 50% for any year if the case Leverage Ratio at the end of such year shall have been less than 3.0 to 1.0. (e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from an Equity Issuancethe issuance or other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (xand in any event not later than the third Business Day next following) the Borrower shall only be required receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to apply 50100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g). (f) On the prepayment of Loans if immediately prior to receipt thereof Business Day following the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) Repurchase Cutoff Date, the Borrower shall not prepay outstanding Term Loans in accordance with Section 2.13(g) with all funds in the Cash Collateral Account on such Business Day. (g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be required to apply any applied pro rata against the remaining scheduled installments of such Net Proceeds to principal due in respect of the prepayment of Term Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. under Section 2.11. (h) The Borrower shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section 2.13, (c), i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepaymentextent practicable, a at least three days prior written notice of such prepayment. Such certificate Each notice of prepayment shall also describe in reasonable detail specify the facts prepayment date, the Type of each Loan being prepaid and circumstances giving rise the principal amount of each Loan (or portion thereof) to the applicable prepayment event and a reasonably detailed calculation be prepaid. All prepayments of the Net Proceeds therefromBorrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.

Mandatory Prepayments. (a) Not later than 100 days after In the end event and on each Business Day on which the total Revolving Exposure exceeds 100% of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996Line Cap, the Borrowers shall without notice or demand, first, repay or prepay any outstanding Swing Line Loans, second, repay or prepay any Protective Advances, third, repay or prepay other Borrowings, and fourth, at the Borrower shall Agent’s option, either replace outstanding Letters of Credit or Cash Collateralize or backstop in a manner reasonably acceptable to the applicable Issuing Bank outstanding Letters of Credit in an aggregate amount sufficient to eliminate such excess; provided that at any time Protective Advances are outstanding and the total Revolving Exposure at such time (iexcluding such Protective Advances) calculate Excess Cash Flow for such fiscal year and apply 75is less than 100% of the Line Cap at such Excess Cash Flow time, the Borrowers shall only be required to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver make such repayments or prepayments to the Administrative Agent a certificate signed by any Financial Officer extent (x) the aggregate principal amount of such outstanding Protective Advances exceeds 10% of the Borrower setting forth Line Cap or (y) the amount, if any, of Excess Cash Flow for total Revolving Exposure exceeds the Total Revolving Commitments at such period and the calculation thereof, in reasonable detailtime. (b) In During each Cash Dominion Period (following notification thereof by the event Administrative Agent to the Borrower Agent which notification shall be delivered three Business Days following the commencement of such Cash Dominion Period (subject to the terms of the Guaranty and Collateral Agreement)), on each Business Day, at or before 1:00 p.m., Cincinnati, Ohio time, the Administrative Agent shall, subject to the ABL/Term Loan Intercreditor Agreement, apply all immediately available funds credited to the Administrative Agent’s Account or otherwise received by Administrative Agent for application to the Obligations, first, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent, the Issuing Banks and the Lenders constituting Obligations, pro rata, second, to prepay the principal and interest of any termination Swing Line Loans that may be outstanding, pro rata, third, to prepay the principal and interest of all any Protective Advances that may be outstanding, pro rata, fourth, to pay interest due and payable in respect of any other Loans that may be outstanding, pro rata, fifth, to prepay the Pre-Merger Revolving Credit Commitments principal of any other Loans that may be outstanding and to Cash Collateralize the aggregate face amount of outstanding LC Exposure, pro rata, sixth, to pay or Post-Merger Revolving Credit Commitmentsprepay any other Obligations (other than Obligations in connection with Secured Cash Management Obligations or Secured Swap Agreements and contingent indemnification obligations for which no claim has yet been made) whether or not then due, in such order and manner as the Administrative Agent determines; seventh, to pay or prepay Obligations in connection with Secured Cash Management Obligations and/or Secured Swap Agreements, pro rata, and eighth, as the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. Agent may direct. (c) [Reserved]; (d) In the event of any partial reduction of the Revolving Credit CommitmentsCommitments of any Class permitted in accordance with the terms hereof, then (ix) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower Agent and the Revolving Credit Lenders of the Aggregate sum of the Revolving Credit Exposure Exposures of such Class after giving effect thereto and (iiy) if the Aggregate sum of the Revolving Credit Exposure Exposures of such Class would exceed the Total Revolving Credit Commitment aggregate amount of Commitments of such Class after giving effect to such reduction or terminationreduction, then the Borrower shall, Borrowers shall on the date of such reduction reduction, first, repay or terminationprepay Swing Line Loans, second, repay or prepay Revolving Credit Borrowings or cash-collateralize of such Class, and third, at the Borrower Agent’s option, either replace outstanding Letters of Credit or Cash Collateralize or backstop in a manner reasonably acceptable to the applicable Issuing Bank outstanding Letters of Credit, in an aggregate amount sufficient to eliminate such excess. (ce) The In the event that the sum of all the Revolving Exposures of all Lenders of a given Class exceeds the Commitments of such Class then in effect, the Borrowers shall, without notice or demand, immediately first, repay or prepay any outstanding Swing Line Loans, second, repay or prepay Revolving Borrowings of such Class, and third, at the Borrower Agent’s option, either replace outstanding Letters of Credit or Cash Collateralize or backstop in a manner reasonably acceptable to the applicable Issuing Bank outstanding Letters of Credit in accordance with the procedures, in an aggregate amount sufficient to eliminate such excess. (f) In the event that the aggregate LC Exposure exceeds the LC Sublimit then in effect or the aggregate LC Exposure of any Issuing Bank exceeds its LC Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower Agent’s option, either replace outstanding Letters of Credit or Cash Collateralize or backstop outstanding Letters of Credit, in an aggregate amount sufficient to eliminate such excess. (g) Amounts to be applied in connection with prepayments made pursuant to clauses (a) and (b) of this Section 4.6 shall apply 100% be applied without premium or penalty to outstanding Loans under each Tranche of Net Proceeds promptly upon its receipt thereof Loans on a pro rata basis, provided that no permanent reduction in Commitments shall result therefrom (or, in each case, if applicableagreed to in writing by the Required Lenders of a Tranche of Loans, promptly upon in a manner that provides for more favorable prepayment treatment of other Tranches of Loans, so long as each other such Tranche receives its Pro Rata Percentage of any amount to be applied more favorably, except to the extent otherwise agreed by the Required Lenders of each Tranche receiving less than such Pro Rata Percentage). All amounts being deemed to constitute Net Proceeds be applied as required by clauses (e) through (g) of this Section 4.6 shall be applied as provided in therein, with all payments to any Class of Commitments to be applied on a pro rata basis to such Class. (h) [Reserved]. (i) With respect to each repayment of Loans required by this Section 4.6, the definition Borrower Agent may designate, within each respective Class to be repaid, the Types of such term) Loans of the respective Tranche which are to prepay Borrowings in accordance with paragraph (d) below; provided, however, thatbe repaid and, in the case of Net Proceeds from an Equity IssuanceEurodollarTranche Rate Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which such EurodollarTranche Rate Loans were made, provided that: (xi) unless the Borrower shall Agent complies with the provisions of Section 4.19, repayments of EurodollarTranche Rate Loans pursuant to this Section 4.6 may only be made on the last day of an Interest Period applicable thereto unless all EurodollarTranche Rate Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all ABR Loans of the respective Tranche have been paid in full; (ii) if any repayment of EurodollarTranche Rate Loans made pursuant to apply 50% a single Borrowing shall reduce the outstanding EurodollarTranche Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, such Borrowing shall be automatically converted into a Borrowing of ABR Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Net Proceeds Loans. Notwithstanding the foregoing, at the election of the Borrower Agent, and after all ABR Loans, EurodollarTranche Rate Loans with Interest Periods ended on such date of the respective Class have been paid in full, the amount of any prepayment of Loans required under this Section 4.6 may be deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and applied to the prepayment of EurodollarTranche Rate Loans upon the expiration of the applicable Interest Periods (in direct order of maturity for the respective Class); provided, that if immediately prior to receipt thereof the Leverage Ratio an Event of Default has occurred and is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to continuing, the Administrative Agent (i) at may, and upon the time written direction from the Required Lenders, shall, apply any or all of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer such amounts then on deposit in such escrow account to the payment of the respective Class of such Loans, together with any amounts owing to the Lenders in accordance with the provisions of Section 4.19. In the absence of a designation by the Borrower setting Agent as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (j) [Reserved].Any prepayment of a Tranche Rate Loan on a day other than the last day of an Interest Period therefor shall include interest on the principal amount (k) New Holdings and its Subsidiaries will undertake to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation set forth in reasonable detail clause (j) above and/or minimize any such costs of prepayment to make the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such relevant prepayment, a notice of even if the Borrowers do not intend to actually repatriate such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromcash.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the each Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. In the event of If, after giving effect to any partial reduction of the Revolving Credit CommitmentsCommitments (if any), then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the lesser of the Borrowing Base and the Total Revolving Credit Commitment after giving effect to such reduction or terminationCommitment, then the Borrower Borrowers shall, on the date of such reduction or terminationreduction, repay or prepay the Revolving Credit Borrowings or cash-collateralize outstanding Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess. (b) [Intentionally omitted] (c) The Each Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (orshall, on each Business Day, if applicable, promptly upon prepay (with no corresponding Commitment reduction) an aggregate principal amount of the Loans in an amount equal to the amount, if any, by which (i) the Aggregate Revolving Credit Exposure exceeds (ii) the lesser of the Borrowing Base and the Total Revolving Credit Commitment (except as a result of Protective Loans made under Section 2.01(b) and not outstanding for more than 90 consecutive days); provided that in respect of any amounts being deemed prepayment under this Section 2.13(c) directly attributable to constitute Net Proceeds as any adjustment of Reserves, such prepayment shall be made not later than the Business Day immediately following the date such adjusted Reserves became effective; provided that in respect of any prepayment under this Section 2.13(c) directly attributable to the definition funding of a Protective Loan by the Administrative Agent, such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in prepayment shall be due on the case earlier of Net Proceeds from an Equity Issuance, (x) 90 days after the Borrower shall only be required to apply 50% funding of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 Protective Loan and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to one Business Day after demand by the Administrative Agent Agent. (id) at During any Cash Dominion Period, the time of each prepayment required under this paragraph Borrowers shall prepay outstanding Obligations in accordance with Section 5.15(a)(iii). (c), a certificate signed e) In the event that on or before the 60th day following the entry by a Financial Officer the Bankruptcy Court of the Borrower setting forth in reasonable detail Interim Order, the calculation of Final Order has not been entered by the amount of Bankruptcy Court, the Borrowers shall prepay all outstanding Loan Document Obligations on such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromday.

Mandatory Prepayments. (a) Not If any Indebtedness shall be incurred or issued by the Borrower or any Restricted Subsidiary after the Acquisition Effective Date (other than Excluded Indebtedness but including, for the avoidance of doubt, any Replacement Facility), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied promptly upon such incurrence or issuance toward the prepayment of the Loans as set forth in Section 4.2(f). (b) If on any date after the Acquisition Effective Date the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within five (5) Business Days of such date toward the prepayment of the Loans as set forth in Section 4.2(f); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(f). (c) The Borrower shall, on each Excess Cash Flow Application Date commencing with the Excess Cash Flow Application Date applicable to the fiscal year of the Borrower ending December 31, 2016, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) voluntary prepayments of the Loans (including the Term Loans but excluding prepayments of the Revolving Facility to the extent there is not an equivalent permanent reduction in commitments thereunder) and Dutch Auction purchases of Term Loans pursuant to Section 11.6(j) to the extent of cash payments by the Borrower in connection therewith, in each case made with Internally Generated Cash during such Excess Cash Flow Payment Period toward the prepayment of the Loans as set forth in Section 4.2(f); provided that with respect to the fiscal year period ending on December 31, 2016, (i) such calculation of Excess Cash Flow shall be pro rated to reflect the portion of Excess Cash Flow attributable to the period commencing on the Acquisition Effective Date and ending on December 31, 2016 and (ii) notwithstanding any such calculation hereunder, the aggregate amount of any mandatory prepayment under this Section 4.2(c) with respect to the fiscal year ending December 31, 2016 shall not exceed $75,000,000. Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than 100 days after the end of each the fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996Borrower for which such prepayment is made are required to be delivered to the Lenders. (d) Notwithstanding the foregoing, the Borrower shall will not be required to prepay the Loans pursuant to clause (ib) calculate with respect to any Net Cash Proceeds from any Asset Sale or Recovery Event or pursuant to clause (c) with respect to any Excess Cash Flow for such fiscal year and apply 75% of such the related Excess Cash Flow Payment Period, in each case attributable to prepay Borrowings in accordance with paragraph a Foreign Subsidiary to the extent (di) below and the repatriation of such Net Cash Proceeds or Excess Cash Flow is prohibited by applicable local law from being repatriated so long, but only so long, as the applicable local law will not permit such repatriation (the Borrower hereby agreeing to use commercially reasonably efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation) or (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer repatriation of the Borrower setting forth the amount, if any, of such Net Cash Proceeds or Excess Cash Flow for from such period and Foreign Subsidiary would result in material adverse consequence with respect to Taxes, fees or similar impositions of Governmental Authorities (including any actual cash Tax liability of more than $10,000,000 owed to any Governmental Authorities that would be incurred in connection with such mandatory prepayment provisions, as determined after utilizing any of the calculation thereof, Borrower’s available net operating losses or other available Tax attributes); provided that in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior is required to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% make a payment of Net Cash Proceeds promptly upon its receipt thereof (oror Excess Cash Flow attributable to a Foreign Subsidiary, if applicablesuch payment shall be made as soon as practicable based on applicable legal, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of regulatory or commercial restraints after the Borrower becomes aware that such prepayment will repatriation would not be made and prohibited by applicable local law or result in material adverse consequences with respect to Taxes, fees or similar impositions of Governmental Authorities. (Be) In the date event that is three Business Days prior the Collateral Agent delivers written notice to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise Escrow Agent pursuant to the applicable prepayment event and a reasonably detailed calculation Section 3(d) of the Net Proceeds therefrom.Escrow Agreement, the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto shall be immediately due and payable, and the

Mandatory Prepayments. (ai) Not later than 100 days after If on any date the end aggregate unpaid principal amount of each fiscal year outstanding Revolving Loans made under the Revolving Commitments, plus the outstanding Letter of BorrowerCredit Obligations (to the extent not Cash Collateralized pursuant to clause (ii) below or as provided for in Section 3.07) exceeds the Aggregate Revolving Commitment, commencing then the Borrower shall immediately prepay the amount of such excess. Any payments on Revolving Loans made under the Revolving Commitments pursuant to this Section 2.07(a)(i) shall be applied pro rata among the Banks with Revolving Commitments. (ii) If on any date the fiscal year ending December 28, 1996aggregate amount of all Letter of Credit Obligations shall exceed the Letter of Credit Commitment, the Borrower shall Cash Collateralize on such date an amount equal to the excess of the Letter of Credit Obligations over the Letter of Credit Commitment. (iii) If on any date the aggregate unpaid principal amount of outstanding Incremental Revolving Loans made under an Incremental Facility exceeds the aggregate amount of the Incremental Revolving Commitments relating to such Incremental Facility, then the Borrower shall immediately prepay the amount of such excess. Any payments on Incremental Revolving Loans made under an Incremental Facility pursuant to this Section 2.07(a)(iii) shall be applied pro rata among the applicable Incremental Banks having Incremental Revolving Commitments with respect to such Incremental Facility. (i) calculate Excess Cash Flow for such fiscal year and apply 75If on any date any Nexstar Entity shall make any Disposition, an amount equal to 100% of the Net Cash Proceeds from such Excess Cash Flow Disposition shall be applied on such date to prepay Borrowings outstanding principal of the Term Loans and the Revolving Loans on a pro rata basis among such Loans, provided that with respect to no more than $1,000,000 in accordance the aggregate of the Net Cash Proceeds received in connection with paragraph (d) below and (ii) deliver any Disposition, the Net Cash Proceeds therefrom shall not be required to be so applied if no Default or Event of Default then exists and, provided further, that this requirement for mandatory prepayment will be further reduced to the Administrative Agent a certificate signed by any Financial Officer extent that the Borrower elects, as hereinafter provided, to attempt to cause some or all of such Net Cash Proceeds to be reinvested in Reinvestment Assets. The Borrower may elect to attempt to cause some or all of the Borrower setting forth Net Cash Proceeds from a Disposition to be reinvested in Reinvestment Assets during the amount, Reinvestment Period (a "Reinvestment Election") if any, (x) no Default or Event of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, Default exists on the date of such termination. In Reinvestment Election and (y) if such Reinvestment Election is made by the event delivery of any partial reduction of the Revolving Credit Commitments, then (i) at or prior a Reinvestment Notice to the effective date of such reduction, the Administrative Agent on or before the date of the consummation of such Disposition, with such Reinvestment Election being effective with respect to the Net Cash Proceeds of such Disposition equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice. (ii) Nothing in this Section 2.07(b) shall notify be deemed to permit any Disposition not otherwise permitted under this Agreement. (iii) On the Borrower Reinvestment Prepayment Date with respect to a Reinvestment Election, an amount equal to the Reinvestment Prepayment Amount, if any, for such Reinvestment Election shall be applied to prepay outstanding principal of the Term Loans and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to Loans on a pro rata basis among such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excessLoans. (c) The Borrower shall apply Within 90 days after any Nexstar Entity receives any proceeds from any Recovery Event, an amount equal to 100% of Net Proceeds promptly upon its receipt thereof the proceeds of such Recovery Event (ornet of reasonable costs including, if applicablewithout limitation, promptly upon legal costs and expenses and taxes incurred in connection with such Recovery Event and the collection of the proceeds thereof) shall be applied to prepay outstanding principal of the Term Loans and the Revolving Loans on a pro rata basis among such Loans; provided that so long as no Default or Event of Default then exists, this requirement for mandatory prepayment shall be reduced by (i) any amounts being deemed actually applied on or before such 90th day or (ii) committed in writing on or before such 90th day to constitute Net Proceeds as be applied to the replacement or restoration of the assets subject to such Recovery Events within 365 days after such Recovery Event and; provided further that with respect to no more than $1,000,000 in the definition aggregate of such term) the proceeds received from any Recovery Event, the proceeds therefrom shall not be required to prepay Borrowings in accordance with paragraph be so applied if no Default or Event of Default then exists. (d) belowOn each date which is 90 days after the last day of each Fiscal Year commencing with the Fiscal Year ending on December 31, 2001, an amount equal to 50% of the Excess Cash Flow of the Borrower (determined without treating the Bastet/Mission Entities as Subsidiaries of the Borrower) for such Fiscal Year shall be applied to prepay outstanding principal of the Term Loans and the Revolving Loans on a pro rata basis among such Loans; providedprovided that if the Consolidated Total Leverage Ratio (determined as if the Bastet/Mission Entities were Subsidiaries of the Borrower) on the last day of the last two consecutive Fiscal Quarters during such Fiscal Year is (x) less than 5.00:1.00 but greater than or equal to 4.00:1.00, howeverthen only an amount equal to 30% of the Excess Cash Flow of the Borrower (determined without treating the Bastet/Mission Entities as Subsidiaries of the Borrower) for such Fiscal Year shall be required to be so applied, thator (y) less than 4.00:1.00, then no payment in respect of such Fiscal Year shall be required pursuant to this Section 2.07(d) and, provided further that with respect to each Fiscal Year, the amount which would otherwise be payable pursuant to this Section 2.07(d) may be reduced by $1,000,000 so long as no Default or Event of Default exists on such 90th day. (e) At any time that the Consolidated Senior Leverage Ratio is equal to or greater than 3.00 to 1.00 prior to the sale or issuance of any Capital Stock of, or cash capital contribution to, any Nexstar Entity, then on the Business Day after the date of the receipt by any Nexstar Entity of Net Issuance Proceeds from any such sale or issuance of Capital Stock (including Indebtedness described in Section 8.05(m)) or cash capital contribution (other than (A) proceeds from the sale or issuance of Capital Stock of, or cash contributions to, the Ultimate Parent from XXXX X.X. II, XXXX X.X. III or Sook (or other Persons exercising preemptive rights in connection with an issuance of Capital Stock to one or more of them), (B) Net Issuance Proceeds, not to exceed an aggregate of $500,000, from Capital Stock (other than Disqualified Stock) issuances by the Ultimate Parent to employees of the Ultimate Parent or any Nexstar Entity, except to Sook, (C) so long as no Default or Event of Default exists both before and after the issuance thereof, Net Issuance Proceeds of Capital Stock (other than Disqualified Stock) issuances of the Ultimate Parent or Net Issuance Proceeds of Permitted Parent Preferred Equity, Permitted Permanent Holdings Preferred Equity or Permitted Borrower Preferred Equity issuances, in each case which are used concurrently upon the receipt thereof to repurchase or redeem the Permitted Holdings Preferred Equity, (D) payments made pursuant to an ABRY Capital Contribution Agreement and (E) subsequent cash capital contributions and/or intercompany loans made by any Nexstar Entity to a Subsidiary (or to the Holding Company, in the case of Net Proceeds from those Nexstar Entities that collectively own all of the issued and outstanding Capital Stock of the Holding Company other than Permitted Holdings Preferred Equity or Permitted Permanent Holdings Preferred Equity) with any of the proceeds described in the foregoing clauses (A) through (D), upon such Nexstar Entity's receipt, directly or indirectly through other Nexstar Entities, of such proceeds), the Borrower shall prepay outstanding principal of the Term Loans and the Revolving Loans, on a pro rata basis among such Loans, in an Equity Issuance, amount equal to the lesser of (x) the Borrower shall only be required to apply 50% of such Net Issuance Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower amount of Net Issuance Proceeds required to repay outstanding principal of the Term Loans and Revolving Loans so that the Consolidated Senior Leverage Ratio determined on a Pro Forma Basis after giving effect to any such equity issuance or sale or capital contribution and any such prepayment, shall not be required greater than 3.00 to apply 1.00. (f) If on any date any Nexstar Entity shall incur or issue any Indebtedness described in Section 8.05(k) or Section 8.05(l), then on each such date of incurrence or issuance an amount equal to the amount of the Net Debt Proceeds received with respect to such Indebtedness shall be applied to prepay outstanding principal of the Term Loans and the Revolving Loans, on a pro rata basis among such Loans; provided that, so long as no Default or Event of Default exists both before and after giving effect thereto, all or a portion of the Net Debt Proceeds received with respect to Permitted Parent Preferred Equity, Permitted Holdings Unsecured Indebtedness, Permitted Permanent Holdings Preferred Equity or Permitted Borrower Preferred Equity may be used to repurchase or redeem the Permitted Holdings Preferred Equity on the date of any Nexstar Entity's receipt of such Net Proceeds Debt Proceeds, and provided further that the amount of the prepayments required to be made under this Section 2.07(f) shall be reduced to the prepayment extent (but only to the extent) Net Debt Proceeds are so used to repurchase or redeem the Permitted Holdings Preferred Equity. (g) If on any date the Borrower incurs or issues Permitted Borrower Subordinated Indebtedness, then on each such date of Loans incurrence an amount equal to the amount of the Net Debt Proceeds received with respect to such Permitted Borrower Subordinated Indebtedness (less any amounts used by the Borrower as permitted in Section 8.10(f)(ii)) shall be applied to prepay outstanding principal amount of the Revolving Loans. In addition, notwithstanding anything to the contrary contained in this Section 2.07, if at any Default or Event of Default exists on any date when the time New Holding Company, Nexstar Finance Holdings and/or the Borrower incurs any Indebtedness permitted under Section 8.05(m), then on each such date of receipt thereof incurrence an amount equal to the Leverage Ratio amount of the Net Debt Proceeds therefrom (without duplication) shall be applied to prepay outstanding principal of the Revolving Loans. (h) If on any date a payment is not greater than 2.50 made pursuant to 1.00. an ABRY Capital Contribution Agreement, then on each such date that such a payment is made an amount equal to the amount of such payment shall be applied to prepay outstanding principal of the Term Loans. (i) The Borrower shall deliver pay, together with each prepayment under this Section 2.07, accrued interest on the amount prepaid and any amounts required pursuant to Section 4.04; provided that interest to be paid in connection with any such prepayment of Base Rate Loans (other than a prepayment in full) shall instead be paid on the next occurring Interest Payment Date. (j) Any prepayments pursuant to this Section 2.07 made on a day other than an Interest Payment Date for any Loan shall be applied first to any Base Rate Loans then outstanding and then to Eurodollar Loans with the shortest Interest Periods remaining. (k) Any prepayment of Term Loans pursuant to this Section 2.07 shall be applied to the remaining scheduled installments of Term Loans to be made pursuant to Section 2.08(a), pro rata (based on the then remaining amounts of such remaining installments). (l) Notwithstanding anything to the contrary contained in this Section 2.07, any Term B Bank may elect, by delivering written notice to the Administrative Agent (i) at the time of each prepayment required under this paragraph (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) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date receipt thereof, not to receive its pro rata portion of any mandatory prepayment that would otherwise be payable to such Term B Bank pursuant to this Section 2.07, whereupon such portion shall be reallocated to prepay the outstanding principal amount of all Term Loans and Revolving Loans other than the Term B Loans held by such Term B Bank and any other Term B Bank that has elected not to receive its pro rata portion of such mandatory prepayment, on a notice of pro rata basis among such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromLoans.

Mandatory Prepayments. (a) Not On the date of any termination or reduction of the Revolving Credit Commitments pursuant to SECTION 2.09, Stone shall pay or prepay so much of the then-outstanding Swingline Loans and the then-outstanding Revolving Credit Borrowings (and/or cash-collateralize outstanding Revolving Facility Letters of Credit) 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 (after 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) MINUS the aggregate Revolving Facility LC Exposure at such time. On the date of any termination or reduction of the Revolving (Supplemental) Credit Commitments pursuant to SECTION 2.09, Stone shall pay or prepay so much of the then-outstanding Revolving (Supplemental) Credit Borrowings as shall be necessary in order that the aggregate principal amount of the Revolving (Supplemental) Loans outstanding at such time will not exceed the aggregate Revolving (Supplemental) Credit Commitments (after giving effect to such termination or reduction). On the date of any termination or reduction of the Revolving (Canadian) Credit Commitments pursuant to SECTION 2.09, SSC Canada shall pay or prepay so much of the then-outstanding Revolving (Canadian) Credit Borrowings (and/or cash-collateralize outstanding Revolving (Canadian) Facility Letters of Credit and B/A and B/A Equivalent Loans) as shall be necessary in order that the aggregate Revolving (Canadian) Credit Utilization at such time will not exceed the aggregate Revolving (Canadian) Credit Commitments (after giving effect to such termination or reduction). (b) With respect to any Asset Sale, except as expressly provided below in this SECTION 2.13(b), it shall constitute an "EVENT OF FAILURE" if the Borrowers shall fail to apply not later than 100 the third Business Day following the determination of the amount of Net Cash Proceeds received in respect thereof an amount equal to 100% of the Net Cash Proceeds received therefrom to prepay outstanding Loans and Swingline Loans in accordance with SECTION 2.13(f); PROVIDED, HOWEVER, that (i) the Borrowers may use the Net Cash Proceeds of the Europa Carton Sale and the Pontiac Sale (x) to redeem, repurchase or otherwise extinguish certain of their existing Indebtedness pursuant to SECTION 7.09(a), (y) to reinvest such Net Cash Proceeds in assets that are used or useful in the business of the Borrowers and the Subsidiaries or (z) for acquisitions or purchases permitted by SECTION 7.05(g), and (ii) the Borrowers may elect, by written notice to the Administrative Agent on or prior to the date that such failure would become an Event of Failure, to reinvest within 360 days after the receipt thereof up to U.S.$250,000,000 from and after the Restatement Date in the aggregate of such Net Cash Proceeds in assets that are used or useful in the business of the Borrowers and the Subsidiaries; PROVIDED in the case of CLAUSES (i) and (ii) above that (A) at the time of receipt thereof, no Default or Event of Default shall have occurred and be continuing, (B) the applicable Borrower delivers to the Administrative Agent a notice certifying that such Net Cash Proceeds have been so invested or used (within such 360-period, in the case of CLAUSE (ii) above) and (C) the applicable Borrower shall prepay outstanding Loans and Swingline Loans in accordance with SECTION 2.13(f) to the extent that any such Net Cash Proceeds are not reinvested or used (within such 360-day period, in the case of CLAUSE (ii) above). (c) Subject to SECTION 2.13(j), no later than the earlier of (i) 90 days after the end of each fiscal year of BorrowerStone, commencing with the fiscal year ending on December 2831, 19962002, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to SECTION 6.04(a), the Borrower Borrowers shall (iprepay outstanding Loans and Swingline Loans in accordance with SECTION 2.13(f) calculate Excess Cash Flow for such fiscal year and apply 75in an aggregate principal amount equal to 50% of the amount of such Excess Cash Flow that is in excess of U.S.$100,000,000 for the fiscal year then ended. (d) Subject to SECTION 2.13(j), in the event that either Borrower or any Subsidiary shall receive Net Cash Proceeds from the issuance or other disposition of Indebtedness for money borrowed of either Borrower or any Subsidiary (other than Indebtedness for money borrowed permitted pursuant to SECTION 7.01), the Borrowers 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 either Borrower or any Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay Borrowings outstanding Loans and Swingline Loans in accordance with paragraph SECTION 2.13(f). (de) below and (ii) deliver to If on any date, as a result of fluctuations in the Exchange Rate, the Administrative Agent a certificate signed by any Financial Officer determines that the aggregate Revolving (Canadian) Credit Utilization shall have exceeded for more than three consecutive Business Days an amount equal to 105% of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. total Revolving (bCanadian) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower SSC Canada of such occurrence and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, SSC Canada shall on the date of such reduction or termination, repay or next succeeding Business Day prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit (Canadian) Loans in an amount sufficient to eliminate such excess. (f) Subject to SECTION 2.13(j), mandatory prepayments of outstanding obligations under this Agreement made by the Borrowers pursuant to PARAGRAPHS (b), (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph and (d) above FIRST, shall be allocated pro rata among the then-outstanding Term Loans and, subject to PARAGRAPH (i) below, applied pro rata against the remaining scheduled installments of principal due in respect of such Term Loans under SECTION 2.11(a) and SECOND, if the Term Loans shall have been repaid in full, shall be applied pro rata to permanently reduce existing Revolving Credit Commitments, Revolving (Supplemental) Credit Commitments and Revolving (Canadian) Credit Commitments; providedPROVIDED, howeverHOWEVER, thatthat (i) the Borrowers may elect, subject to the requirements of SECTION 2.17, to apply up to (A) prior to the JSC Transaction Date, U.S.$50,000,000, or (B) on and after the JSC Transaction Date, U.S.$100,000,000, of Excess Cash Flow to the prepayment of Term Loans without regard to this PARAGRAPH (f) (i.e., the Borrowers may select the Class or Classes of Term Loans to receive such prepayment and the allocation of such amount to the amortization of the Term Loans within such Class or Classes), and (ii) subject to SECTION 2.17, mandatory prepayments of the Term Loans from Asset Sales of Collateral will be allocated (x) in the case of Net Proceeds from an Equity IssuanceAsset Sales of Collateral securing Stone Loans, first to Tranche B Loans and Other Term Loans made to Stone (x) and, after the Borrower shall only be required to apply 50% of such Net Proceeds JSC Transaction Date, to the prepayment of JSC Term Loans) until such Term Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 have been paid in full and (y) in the Borrower shall not be required to apply any case of such Net Proceeds Asset Sales of Collateral securing solely SSC Canada Loans, first to the prepayment of Tranche C Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 and Other Term Loans made to 1.00. SSC Canada until such Term Loans have been paid in full. (g) The applicable Borrower shall deliver to the Administrative Agent Agent, (i) at the time of each prepayment by such Borrower required under this paragraph PARAGRAPH (b), (c)) or (d) above, a certificate signed by a Financial Officer of the such Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is at least three Business Days prior to the date time of such prepaymenteach prepayment required under this SECTION 2.13, a notice of such prepayment. Such certificate Each notice of prepayment shall also describe in reasonable detail specify the facts prepayment date, the Class and circumstances giving rise 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 shall be subject to SECTION 2.16, but shall otherwise be without premium or penalty. (h) To the extent possible consistent with PARAGRAPH (f) above, amounts to be applied pursuant to this SECTION 2.13 to the applicable prepayment event and a reasonably detailed calculation of Loans shall be applied first to reduce outstanding ABR Loans and, if applicable, Canadian Prime Rate Loans. Any amounts remaining after each such application shall, at the option of the Net Proceeds therefrom.applicable Borrower, be applied to prepay Eurodollar Loans immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Term Loans to prepay Eurodollar Term Loans and (ii) allocable to Revolving Loans, Revolving (Supplemental) Loans and Revolving (Canadian) Loans to prepay Eurodollar Revolving Loans, Eurodollar Revolving (Supplemental) Loans and Eurodollar Revolving (Canadian) Loans, in each case on the last day of their respective Interest Periods (or, at the

Mandatory Prepayments. (a) Not later than 100 days If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 6.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans. (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless, so long as no Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the end application of each the applicable Reinvestment Deferred Amount, a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans; provided that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of Borrowerthe Borrowers and $15,000,000 in the aggregate from the Closing Date through the applicable date of determination and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans. (c) If, for any fiscal year of the Borrowers commencing with the fiscal year ending December 2831, 19962011, there shall be Excess Cash Flow, the Borrower shall (i) calculate Borrowers shall, on the relevant Excess Cash Flow for such fiscal year and Application Date, apply 75% the ECF Percentage of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to toward the Administrative Agent a certificate signed by any Financial Officer prepayment of the Borrower setting forth the amount, if any, of Loans. Each such prepayment shall be made on a date (an “Excess Cash Flow for such period and Application Date”) no later than five Business Days after the calculation thereof, in reasonable detail. (b) In the event earlier of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer the financial statements of AVG Technologies (or the Borrower becomes aware that Surviving Borrower, if applicable) referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment will is made, are required to be made delivered to the Lenders and (Bii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.6 shall be applied to the prepayment of the Loans in accordance with Section 2.12(b). The application of any prepayment pursuant to Section 2.6 shall be made, first, to ABR Loans and, second, to Eurodollar Loans; provided that if a Eurodollar Loan is three Business Days prior prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 2.15. Each prepayment of the Loans under Section 2.6 shall be accompanied by accrued interest to the date of such prepaymentprepayment on the amount prepaid and the prepayment fee set forth in Section 2.4(a), a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromif applicable.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow On any date on which the Multicurrency Revolving Tranche Loan Commitments or the USD Revolving Tranche Loan Commitments shall be reduced pursuant to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amountSection 2.3, if any, of Excess Cash Flow for the Multicurrency Revolving Tranche Loan Outstandings or the USD Revolving Tranche Loan Exposure on such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower date shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Multicurrency Revolving Credit Tranche Loan Commitment or Total USD Revolving Tranche Loan Commitment, as the case may be, after giving effect to such reduction reduction, the Borrowers shall prepay the (x) Multicurrency Revolving Tranche Loans or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters Letter of Credit in an amount sufficient to eliminate such excess. Advances or (cy) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (orUSD Revolving Tranche Loans, if as applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case aggregate principal amount equal to such excess, and shall pay on demand to the Multicurrency Revolving Tranche Loan Lenders or USD Revolving Tranche Loan Lenders, as applicable, any amounts owing under Section 10.2 as a result of Net Proceeds from an Equity Issuance, such prepayment. Each such prepayment by a Borrower shall be applied ratably to such (x) Multicurrency Revolving Tranche Loans or to such Letter of Credit Advances pursuant to draws on the Borrower shall only be required to apply 50% same Letter of Credit or (y) USD Revolving Tranche Loans, as applicable, issued for the account of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if Borrower, as AGCO shall designate at the time of receipt thereof such prepayment. (ii) If, on the Leverage Ratio is greater than 2.50 last Business Day of any calendar quarter, the Multicurrency Revolving Tranche Loan Outstandings on such date shall exceed one hundred five percent (105%) of the amount of the Total Multicurrency Revolving Tranche Loan Commitments on such date (the "Currency Exchange Excess"), such Borrowers shall prepay the Multicurrency Revolving Tranche Loans in such amount as may be necessary to 1.00 but not greater than 3.00 eliminate such excess (after giving effect to 1.00 and any payments pursuant to clause (yiii) the Borrower shall not be required to apply any of such Net Proceeds below); provided, to the extent such prepayment would require the repayment of Loans if at a Non-Base Rate Loan prior to the time end of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall Interest Period applicable thereto, AGCO may instead deliver same-day funds to the Administrative Agent for deposit in such interest-bearing account as the Administrative Agent shall specify (i) at the "Borrower Cash Collateral Account"), in an amount equal to the Currency Exchange Excess (net of any prepayment pursuant to this Section). The Borrower Cash Collateral Account shall be in the name and under the sole dominion and control of the Administrative Agent. The Administrative Agent shall have no obligation to invest any amounts on deposit in the Borrower Cash Collateral Account. AGCO grants to the Administrative Agent, for its benefit and the benefit of the Lenders, a lien on and security interest in the Borrower Cash Collateral Account and all amounts from time to time on deposit therein as collateral security for the performance of each prepayment required AGCO's obligations under this paragraph (c), a certificate signed by a Financial Officer of Agreement and the other Loan Documents. The Administrative Agent shall have all rights and remedies available to it under Applicable Law with respect to the Borrower setting forth Cash Collateral Account and all amounts on deposit therein. Promptly after any date on which there shall occur a reduction in reasonable detail the calculation of the amount of such prepayment the Currency Exchange Excess, the Administrative Agent will return to AGCO, free and clear of any Lien under this Section, an amount equal to the excess of amounts then on deposit in the Borrower Cash Collateral Account (iiincluding accrued interest) not later than over the later of (A) the date on which a Responsible Officer amount of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to Currency Exchange Excess as of the date of and after giving effect to such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromreduction.

Mandatory Prepayments. (a) Not later than 100 days after If on any date (including any date on which a Borrowing Base Certificate is delivered pursuant to Section 6.2(e)) the end Modified Aggregate Outstanding Extensions of each fiscal year Credit as of Borrowersuch date exceed the then applicable Borrowing Base, commencing with the fiscal year ending December 28then, 1996without notice or demand, the Borrower shall (i) calculate Excess Cash Flow for Company shall, on such fiscal year and apply 75% date, prepay the Revolving Credit Loans and, if necessary, cash collateralize the Letters of Credit and/or the Competitive Loans in an aggregate principal amount equal to such excess; provided that if the amount of the Aggregate Outstanding Extensions of Credit is less than the amount of such Excess Cash Flow to prepay Borrowings in accordance with paragraph excess (d) below and (ii) deliver because Specified Basket Debt constitutes a portion thereof), the Company shall, to the Administrative Agent a certificate signed by any Financial Officer extent of the Borrower setting forth balance of such excess, repay such Specified Basket Debt. The Company may, subject to the amountterms and conditions of this Agreement, if any, reborrow the amount of Excess Cash Flow for such period and the calculation thereof, in reasonable detailany prepayment made under this Section 2.8(a). (b) In the event of If on any termination of all the Pre-Merger date (including any date on which a Senior Note Indenture Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, Incurrence Limit Certificate is delivered pursuant to Section 6.2(e)) the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date sum of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto aggregate L/C Obligations then outstanding and (ii) if the Aggregate aggregate principal amount of Specified Basket Debt then outstanding exceeds the then applicable Senior Note Indenture Revolving Credit Exposure would exceed Incurrence Limit, then, without notice or demand, the Total Company shall, on such date, prepay the Revolving Credit Commitment Loans and, if necessary, cash collateralize the Competitive Loans to the extent necessary to eliminate such excess; provided that if any such excess remains after giving effect to such reduction or terminationprepayment and cash collateralization, then the Borrower Company shall, on to the date extent of the balance of such reduction or terminationexcess, repay or prepay Revolving Credit Borrowings or cash-collateralize terminate outstanding Letters of Credit in Credit, repay Specified Basket Debt and/or deposit an amount sufficient in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders. The Company may, subject to eliminate such excessthe terms and conditions of this Agreement, reborrow the amount of any prepayment made under this Section 2.8(b). (c) The Borrower application of any prepayment pursuant to this Section 2.8 shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed be made first to constitute Net Proceeds as provided in the definition of such term) ABR Loans and second to prepay Borrowings in accordance with paragraph (d) belowEurodollar Revolving Credit Loans; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans that if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) on the date on which a Responsible Officer such prepayment is required to be made the aggregate outstanding amount of ABR Loans and Eurodollar Revolving Credit Loans having an Interest Period expiring on such date is less than the amount required to be prepaid, then, on such date, the Company may, at its option, (i) prepay other Eurodollar Revolving Credit Loans selected by the Company in an amount up to the remaining amount required to be prepaid and/or (ii) if no Default or Event of Default shall have occurred and be continuing, place any amounts which the Company would otherwise be required to use to prepay such other Eurodollar Revolving Credit Loans in an interest-bearing cash collateral account established with the Administrative Agent for the benefit of the Borrower becomes aware that Lenders until the expiration of the Interest Periods applicable thereto, at which time such amounts shall be applied to prepay such Eurodollar Revolving Credit Loans. Each prepayment will of the Loans under this Section 2.8 (other than ABR Loans) shall be made and (B) the date that is three Business Days prior accompanied by accrued interest to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail prepayment on the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromamount prepaid.

Mandatory Prepayments. (a) Not later than 100 If Indebtedness shall be issued or incurred by any Loan Party (excluding any Indebtedness incurred in accordance with Section 7.2) an amount equal to 100% of the Net Cash Proceeds thereof shall be applied as soon as practicable but in any event within five Business Days after such issuance or incurrence toward the prepayment of the Tranche B-1 Term Loans as set forth in Section 2.11(d). (b) If on any date any Loan Party shall receive Net Cash Proceeds from any Asset Sale, Sale Leaseback Transaction or Recovery Event, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied as soon as practicable but in any event within ten days after the end date of receipt thereof toward the prepayment of the Tranche B-1 Term Loans as set forth in Section 2.11(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Tranche B-1 Term Loans as set forth in Section 2.11(d). (c) If, for any fiscal year of Borrower, the Borrower commencing with the fiscal year ending December 28September 30, 19962011, there shall be Excess Cash Flow; provided that for the fiscal year of the Borrower shall (i) calculate ending on September 30, 2011, Excess Cash Flow for such fiscal year shall only be calculated from the period beginning April 1, 2011 and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amountending September 30, if any2011, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date relevant Excess Cash Flow Application Date, apply an amount equal to (i) the ECF Percentage of such reduction or terminationExcess Cash Flow less (ii) the aggregate principal amount of all prepayments of Revolving Loans and Swingline Loans made during such fiscal year to the extent accompanying permitted optional reductions of the Revolving Commitments and the aggregate amount of cash used for all optional prepayments of Term Loans (for the avoidance of doubt, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon not including any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) cash used to prepay Borrowings in accordance with paragraph (dTranche B Term Loans on the Amendment and Restatement Effective Date) below; providedmade during such fiscal year, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to toward the prepayment of the Term Loans if immediately prior to receipt thereof as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% earlier of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer the financial statements of the Borrower becomes aware that referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment will is made, are required to be made delivered to the Lenders and (Bii) the date that is three Business Days prior such financial statements are actually delivered. (d) The application of any prepayment of Tranche B-1 Term Loans pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans; provided that, if such application would be inconsistent with Section 2.17 (b), then Section 2.17(b) shall apply. Each prepayment of Tranche B-1 Term Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail prepayment on the facts amount prepaid and circumstances giving rise by any amounts payable pursuant to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromSection 2.20.

Mandatory Prepayments. (a) Not If any Indebtedness shall be incurred or issued by the Borrower or any Restricted Subsidiary after the Acquisition Effective Date (other than Excluded Indebtedness but including, for the avoidance of doubt, any Replacement Facility), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied promptly upon such incurrence or issuance toward the prepayment of the Loans as set forth in Section 4.2(f). (j) If on any date after the Acquisition Effective Date the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within fifteen (15) Business Days of such date toward the prepayment of the Loans as set forth in Section 4.2(f); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(f). (k) The Borrower shall, on each Excess Cash Flow Application Date commencing with the Excess Cash Flow Application Date applicable to the fiscal year of the Borrower ending December 31, 2016, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) voluntary prepayments of the Loans (including the Term Loans but excluding prepayments of the Revolving Facility to the extent there is not an equivalent permanent reduction in commitments thereunder) and Dutch Auction purchases of Term Loans pursuant to Section 11.6(j) to the extent of cash payments by the Borrower in connection therewith, in each case made with Internally Generated Cash during such Excess Cash Flow Payment Period toward the prepayment of the Loans as set forth in Section 4.2(f); provided that with respect to the fiscal year period ending on December 31, 2016, (i) such calculation of Excess Cash Flow shall be pro rated to reflect the portion of Excess Cash Flow attributable to the period commencing on the Acquisition Effective Date and ending on December 31, 2016 and (ii) notwithstanding any such calculation hereunder, the aggregate amount of any mandatory prepayment under this Section 4.2(c) with respect to the fiscal year ending December 31, 2016 shall not exceed $75,000,000. Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than 100 days after the end of each the fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996Borrower for which such prepayment is made are required to be delivered to the Lenders. (l) Notwithstanding the foregoing, the Borrower shall will not be required to prepay the Loans pursuant to clause (ib) calculate with respect to any Net Cash Proceeds from any Asset Sale or Recovery Event or pursuant to clause (c) with respect to any Excess Cash Flow for such fiscal year and apply 75% of such the related Excess Cash Flow Payment Period, in each case attributable to prepay Borrowings a Foreign Subsidiary to the extent (i) the repatriation of such Net Cash Proceeds or Excess Cash Flow is prohibited by applicable local law from being repatriated so long, but only so long, as the applicable local law will not permit such repatriation (the Borrower hereby agreeing to use commercially reasonably efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation) or (ii) the repatriation of such Net Cash Proceeds or Excess Cash Flow from such Foreign Subsidiary would result in material adverse consequence with respect to Taxes, fees or similar impositions of Governmental Authorities (including any actual cash Tax liability of more than $10,000,000 owed to any Governmental Authorities that would be incurred in connection with such mandatory prepayment provisions, as determined after utilizing any of the Borrower’s available net operating losses or other available Tax attributes); provided that in the event the Borrower is required to make a payment of Net Cash Proceeds or Excess Cash Flow attributable to a Foreign Subsidiary, such payment shall be made as soon as practicable based on applicable legal, regulatory or commercial restraints after the Borrower becomes aware that such repatriation would not be prohibited by applicable local law or result in material adverse consequences with respect to Taxes, fees or similar impositions of Governmental Authorities. (m) In the event that the Collateral Agent delivers written notice to the Escrow Agent pursuant to Section 3(d) of the Escrow Agreement, the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto shall be immediately due and payable, and the Administrative Agent shall apply all proceeds received from the Escrow Account in accordance with paragraph (d) below Section 4.2 and (ii) Section 4.8; provided that if the amount of the Escrow Property is less than the amount required to prepay the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto in full on such date, the Borrower will deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyAgent, on the date of such termination. In prepayment, an amount equal to such deficiency. (n) Amounts to be applied in connection with prepayments made pursuant to Section 4.2 (a)-(e) shall be applied, without premium or penalty (other than in connection with a Repricing Event) first, to the event prepayment of the Term Loans in accordance with Section 4.8 and, second, to prepay the Revolving Loans without any partial permanent reduction of the Revolving Credit Commitments, then in each case on a pro rata basis. The application of any prepayment pursuant to this Section 4.2 shall be made, first, to ABR Loans and, second, to EurocurrencySOFR Loans. Each prepayment of the Loans under this Section 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid, and any premium applicable thereto under Section 4.1(b); provided, further, that if a EurocurrencySOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 4.11. (o) Each Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery, facsimile transmission or PDF attachment to an e-mail) at least one Business Day prior to the required prepayment date, to decline all or any portion of any mandatory prepayment pursuant to Section 4.2(a)-(e) of its Loans (such declined prepayment amounts, “Declined Prepayments”) other than any prepayment from the proceeds of any Replacement Facility, in which case (i) at or prior such Declined Prepayments shall be applied pro rata to the effective date all Term Loans of each Term Lender that did not elect to decline such reductionprepayment, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if to the Aggregate extent of any excess, such Declined Prepayments shall be retained by the Borrower. (p) If at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposure would exceed Exposures (calculated, with respect to those Revolving Extensions of Credit denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Revolving Extension of Credit) exceeds the Total Revolving Commitments or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding L/C Exposures and Revolving Credit Commitment after giving effect Exposures denominated in Foreign Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such reduction Revolving Extension of Credit exceeds the Foreign Currency Sublimit or termination(ii) solely as a result of fluctuations in currency exchange rates, then (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Extensions of Credit (so calculated) exceeds 105% of the Total Revolving Commitments or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Revolving Extension of Credit, exceeds 105% of the Foreign Currency Sublimit, the Borrower shallshall in each case immediately repay Revolving Loans or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent, on the date of such reduction or terminationas applicable, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an aggregate principal amount sufficient to eliminate such excess. cause (cx) The Borrower shall apply 100% the aggregate Dollar Amount of Net Proceeds promptly upon its receipt thereof all Revolving Extensions of Credit (orso calculated) to be less than or equal to the Total Revolving Commitments and (y) the Foreign Currency Exposure to be less than or equal to the Foreign Currency Sublimit, if as applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuanceprepayments of Revolving Loans, (x) if the Borrower shall only be required to apply 50% aggregate principal amount of such Net Proceeds to the prepayment of Revolving Loans if immediately prior to receipt thereof the Leverage Ratio then outstanding is greater less than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and excess (ii) not later than because L/C Obligations constitute a portion thereof), the later of (A) Borrower shall, to the date on which a Responsible Officer extent of the Borrower becomes aware that balance of such prepayment will be made excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and (B) the date that is three Business Days prior conditions reasonably satisfactory to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromAdministrative Agent.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and replace or cause to be canceled or Cash Collateralized (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. In the event of If, after giving effect to any partial reduction of the Revolving Credit CommitmentsCommitments or at any other time, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationCommitment, then the Borrower shall, on the date of such reduction or terminationat such other time, repay or prepay Revolving Credit Borrowings and, after the Revolving Credit Borrowings shall have been repaid or cash-collateralize outstanding prepaid in full, replace or cause to be canceled or Cash Collateralized (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess. (cb) The In addition to any other mandatory repayments pursuant to this Section 2.13, on each date on or after the Closing Date upon which the Borrower shall apply or any Restricted Subsidiary receives any cash proceeds from any issuance or incurrence by the Borrower or any Restricted Subsidiary of Indebtedness for borrowed money (other than Indebtedness permitted to be incurred pursuant to Section 6.04, other than Permitted External Refinancing Indebtedness and Refinancing Term Loans), an amount equal to 100% of the Net Cash Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in of the definition respective issuance or incurrence of such term) to prepay Borrowings Indebtedness shall be applied on such date as a mandatory repayment in accordance with paragraph the requirements of Section 2.13(g). (dc) belowInUnless otherwise agreed by the Required Lenders, in addition to any other mandatory repayments pursuant to this Section 2.13, on each date on or after the ClosingAmendment No. 3 Effective Date upon which the Borrower or any Restricted Subsidiary receives (other than in connection with any Disposition to the Borrower or a Subsidiary Guarantor) any cash proceeds from (i) any Non-Core Asset Sale, an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.13(g); provided, however, thatthat with respect to any Net Sale Proceeds received by the Borrower or the Restricted Subsidiaries from an Asset Sale permitted hereunder (other than in connection with an Asset Sale pursuant to Section 6.02(xiv), (ii) any Disposition of (A) any Bulk MSR (other than any such Disposition required by the following clause (iii) hereof) and/or (B) any Asset Sale, in each case, in an amount equal to 80% of the Net Sale Proceeds of whichtherefrom shall be applied as provided in this Section 2.13(c) without regard to this proviso or the following proviso), such Net Sale Proceeds shall not be required to be so applied on such date so long as no Default or Event of Default then exists and an Authorized Officer of the Borrower shall have delivered a certificate to the Administrative Agent setting forth the Borrower’s or such Restricted Subsidiary’s intention to reinvest such Net Sale Proceeds as permitted pursuant to this proviso and such Net Sale Proceeds shall be reinvested (or contractually committed to be reinvested pursuant to a written binding agreement with a Person that is not an Affiliate of the Borrower or any Restricted Subsidiary) in the businesses permitted of the Borrower and its Restricted Subsidiaries pursuant to Section 6.13 within 365 days following the date of such Asset Sale, and provided further, that (I) if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 2.13(c) are not so reinvested (or contractually committed to be so reinvested) within such 365-day period (or such earlier date, if any, as the Borrower or the relevant Restricted Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.13(c) without regard to the immediately preceding proviso period and (II) if all or any portion of such Net Sale Proceeds are not required to be applied on the last day of such 365-day period referred to in clause (I) of this proviso because such amount is contractually committed within such period to be reinvested and then either (A) subsequent to such date such contract is terminated or expires without such portion being so reinvested or (B) such contractually committed portion is not so reinvested within 180 days after the date of such commitment, such remaining portion, in the case of Net Proceeds from an Equity Issuanceeither of preceding clause (A) or (B), (xshall be applied as a mandatory repayment as provided above in this Section 2.13(c) the Borrower shall only be required to apply 50% of such Net Proceeds without regard to the prepayment immediately preceding proviso.on such date as a mandatory repayment in accordance with the requirements of Loans if immediately Section 2.13(g), or (iii) any Disposition on or prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% MSR Outside Date of such Net Proceeds Government Sponsored Entity- related Bulk MSR, an amount equal to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later sum of (A) the date on which a Responsible Officer 80% of the Borrower becomes aware that such prepayment will be made gross proceeds therefrom (excluding the proceeds of the Disposition of any related Servicing Advances) and (B) 80% of the Net Sale Proceeds of the Servicing Advances related to the Bulk MSR subject to such Disposition shall be applied on such date that is three Business Days as a mandatory repayment in accordance with the requirements of Section 2.13(g); provided, that, to the extent the amount of prepayments made pursuant to the foregoing clause (iii)(A) on or after the Amendment No. 3 Effective Date and on or prior to the date MSR Outside Date is less than $100,000,000 in the aggregate, an amount equal to the difference between $100,000,000 and the amounts so prepaid during such period shall be applied on the MSR Outside Date as a mandatory repayment in accordance with the requirements of Section 2.13(g). (d) In addition to any other mandatory repayments pursuant to this Section 2.13, on each Excess Cash Flow Payment Date, an amount equal to the remainder of (if positive) (i) the Applicable Excess Cash Flow Prepayment Percentage of the Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) the aggregate amount of principal prepayments of Loans to the extent (and only to the extent) that such prepayments were made as a voluntary prepayment pursuant to Section 2.12(a) other than with proceeds of asset sales (other than from sales of inventory in the ordinary course of business), sales or issuances of Equity Interests, capital contributions, insurance or condemnation events or Indebtedness or other proceeds that would not be included in Adjusted Consolidated Net Income or utilizing the Available Amount (but in the case of a voluntary prepayment of Revolving Loans, only to the extent accompanied by a voluntary reduction to the Total Revolving Credit Commitment in an amount equal to such prepayment) during the relevant Excess Cash Flow Payment Period minus (iii) the face value of Term Loans assigned to or purchased by the Borrower pursuant to Section 9.04(l) during the relevant Excess Cash Flow Payment Period, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.be applied

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the its outstanding Pre-Merger Revolving Facility Credit Borrowings or Post-Merger Revolving Facility Borrowings, respectively, and all outstanding Swingline Loans on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit Swingline Loans (or a combination thereof) in an amount sufficient to eliminate such excess. (ci) The With respect to any Restricted Sale/Leaseback Transaction, not later than the third Business Day following the completion of such Restricted Sale/Leaseback Transaction, and (ii) with respect to any Restricted Asset Disposition upon the first to occur of the following: (A) not later than the third Business Day following the completion of any Restricted Asset Disposition if the Borrower does not intend to reinvest the Net Cash Proceeds thereof, as set forth in the definition of Net Cash Proceeds, (B) promptly after the date on which the Borrower determines not to reinvest the Net Cash Proceeds thereof as set forth in the definition of Net Cash Proceeds, and (C) the first anniversary of the date thereof, the Borrower shall apply 100% of the Net Proceeds promptly upon its receipt thereof (orCash Proceeds, if applicableany, promptly upon received with respect thereto to prepay outstanding Term Loans and/or reduce the Revolving Credit Commitment in accordance with Section 2.13(g). (c) In the event and on each occasion that (i) an Equity Issuance occurs as part of an initial public offering of the Capital Stock of the Borrower, the Borrower shall, substantially simultaneously with (and in any amounts being deemed to constitute Net Proceeds as provided in event not later than the definition third Business Day next following) the occurrence of such termEquity Issuance, apply Net Cash Proceeds therefrom in an amount equal to 50% of the net cash proceeds of the Capital Stock sold in such initial public offering (whether or not all such Capital Stock is offered by the Borrower) to prepay Borrowings outstanding Term Loans and/or reduce the Revolving Credit Commitment in accordance with paragraph (d) belowSection 2.13(g); provided, however, thatthat the remaining portion of such Net Cash Proceeds shall be applied either (A) pursuant to Section 6.05(a)(iii) for the redemption of Exchangeable Preferred Stock (including accreted PIK liquidation preference) or (B) to prepay outstanding Term Loans and/or reduce the Revolving Credit Commitment in accordance with Section 2.13(g); and (ii) an Equity Issuance occurs other than as part of an initial public offering of the Capital Stock of the Borrower, the Borrower shall, substantially simultaneously with (and in any event not later than the case third Business Day next following) the occurrence of Net Proceeds from an such Equity Issuance, apply 100% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans and/or reduce the Revolving Credit Commitment in accordance with Section 2.13(g), except to the extent such proceeds are applied toward the consideration of a Permitted Acquisition. (xd) Beginning with the fiscal year ending nearest to December 31, 1999, no later than the earlier of (i) 90 days after the end of each fiscal year of the Borrower, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall only be required prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to 75% (or 50%, for fiscal years for which the Debt/Adjusted EBITDA Ratio for such fiscal year is less than 3.50:1.00) of Excess Cash Flow for the fiscal year then ended. (e) In the event that any Credit Party or any subsidiary of a Credit Party shall receive Net Cash Proceeds from the Incurrence of Debt of the Borrower or any of its Subsidiaries (other than any proceeds of Debt 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 the Borrower or such Subsidiary, apply 50an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans and/or reduce the prepayment of Loans if immediately prior Revolving Credit Commitment in accordance with Section 2.13(g). (f) In the event that there shall occur any Casualty or Condemnation and, pursuant to receipt thereof Section 5.12, the Leverage Ratio is greater than 3.00 Casualty Proceeds or Condemnation Proceeds, as the case may be, are required to 1.00 but not greater than 4.00 be used to 1.00 and 25prepay the Term Loans, then the Borrower shall apply an amount equal to 100% of such Net Casualty Proceeds or Condemnation Proceeds, as the case may be, to prepay outstanding Term Loans and/or reduce the prepayment Revolving Credit Commitment in accordance with Section 2.13(g). (g) Mandatory prepayments of outstanding obligations under this Agreement pursuant to paragraphs (b) through (f) above shall, be allocated pro rata between the then-outstanding Tranche A Term Loans if at and Tranche B Term Loans, and, subject to paragraph (j) below, applied pro rata against the time remaining scheduled installments of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 principal due in respect of Tranche A Term Loans and Tranche B Term Loans. (yh) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section, (c), 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) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepaymentextent practicable, a at least three days prior written notice of such prepayment. Such certificate Each notice of prepayment shall also describe in reasonable detail specify the facts prepayment date, the Type of each Loan being prepaid and circumstances giving rise the principal amount of each Loan (or portion thereof) to the applicable prepayment event and a reasonably detailed calculation be prepaid. All prepayments of the Net Proceeds therefromBorrowings under this Section shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (i) Subject to paragraph (g), amounts to be applied pursuant to this Section to the

Mandatory Prepayments. (a) Not If on any date (including, without limitation, any date on which Dollar Equivalents are determined) the sum of the aggregate outstanding Principal Amount of Revolving Credit Loans and Bid Loans (all the foregoing, collectively, the “Aggregate Loan Outstandings”) exceeds the Commitments as then in effect, Holdings, the Company and/or the UK Borrower (as they shall determine) shall repay no later than 100 days the next following Business Day the principal amount of Revolving Credit Loans in an aggregate Principal Amount equal to such excess. If, after giving effect to the end prepayment of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996all outstanding Revolving Credit Loans as set forth above, the remaining Aggregate Loan Outstandings exceed the Commitments, Holdings, the Company and/or the UK Borrower (as they shall (idetermine) calculate Excess Cash Flow for shall repay on such fiscal year and apply 75% date the principal of Bid Loans in an aggregate amount equal to such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailexcess. (b) In If on any date (including, without limitation, any date on which Dollar Equivalents are determined) the event aggregate Principal Amount of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit CommitmentsLoans and Bid Loans incurred by the UK Borrower exceeds $12,500,000, the UK Borrower shall repay or prepay all no later than the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on next following Business Day the date principal amount of such termination. In the event of any partial reduction of the Revolving Credit Commitmentsloans in an aggregate Principal Amount equal to such excess. If, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date repayment of such reduction or termination, repay or prepay all outstanding Revolving Credit Borrowings or cash-collateralize Loans incurred by the UK Borrower as set forth above, the outstanding Letters Bid Loans incurred by the UK Borrower exceeds $12,500,000, the UK Borrower shall repay on such date the principal of Credit Bid Loans in an aggregate amount sufficient equal to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof If on any date (orincluding, if applicablewithout limitation, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (xdate on which Dollar Equivalents are determined) the Borrower aggregate Principal Amount of Revolving Credit Loans and Bid Loans incurred by Holdings exceeds $50,000,000, Holdings shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not repay no later than the later next following Business Day the principal amount of (A) the date on which a Responsible Officer of the Borrower becomes aware that Revolving Credit loans in an aggregate Principal Amount equal to such prepayment will be made and (B) the date that is three Business Days prior excess. If, after giving effect to the repayment of all outstanding Revolving Credit Loans incurred by Holdings as set forth above, the outstanding Bid Loans incurred by Holdings exceeds $50,000,000, Holdings shall repay on such date the principal of Bid Loans in an aggregate amount equal to such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromexcess.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess If, on any date and for any reason, the Outstanding Amount of L/C Obligations exceeds the L/C Sublimit, then Borrower shall Cash Flow for Collateralize on such fiscal year and apply 75% of date L/C Obligations in an amount equal to such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and excess. (ii) deliver If, on any date and for any reason (including without limitation as a result of any reduction in the Aggregate Revolving Credit Commitments pursuant to Section 2.06), the Administrative Agent a certificate signed by any Financial Officer Total Revolving Credit Outstandings (less the amount of the Borrower setting forth the amountL/C Obligations, if any, that are Cash Collateralized as a result of Excess Cash Flow for such period and this clause (ii)) at any time exceed the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the then Aggregate Revolving Credit Commitments, then (i) at Borrower shall immediately, and without notice or prior to demand, prepay the effective date outstanding principal amount of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto Loans, Swing Line Loans and L/C Borrowings (iiand/or Cash Collateralize L/C Obligations) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient at least equal to eliminate the applicable excess. Any such excessprepayment shall be applied, first, to any L/C Borrowings, second, to prepay Swing Line Loans, third, to any Revolving Credit Loans constituting Base Rate Loans or matured Eurodollar Rate Loans, as selected by Borrower, fourth, at Borrower’s option, either (x) to Cash Collateralize Eurodollar Rate Loans (which Cash Collateral shall be applied on the maturity date of their respective Interest Periods in the order of the maturities of their respective Interest Periods) or (y) to prepay Eurodollar Rate Loans (in the order of the maturity of their respective Interest Periods) provided that Borrower may only Cash Collateralize Eurodollar Rate Loans pursuant to clause (x) if no Default or Event of Default exists; and fifth, to Cash Collateralize Outstanding L/C Obligations. Each such prepayment shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Revolving Credit Percentage Shares. (ciii) The If the aggregate Outstanding Amount of Swing Line Loans exceeds the Swing Line Sublimit, Borrower shall apply 100% prepay the Outstanding Amount of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from Swing Line Loans by an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds amount equal to the prepayment of Loans if immediately prior to receipt thereof amount by which such Outstanding Amount exceeds the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromSwing Line Sublimit.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitmentsin accordance with this Agreement, the Borrower shall Borrowers shall, on the effective date of such termination, repay or prepay all outstanding Revolving Credit Borrowings and Term Loans and replace all outstanding Letters of Credit and/or deposit an amount equal to 105% of the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on L/C Exposure in cash in a cash collateral account established with the date Collateral Agent for the benefit of such terminationthe Secured Parties and/or provide an irrevocable letter of credit in form and substance reasonably acceptable to the Administrative Agent from a bank reasonably acceptable to the Administrative Agent. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower Borrowers and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower Borrowers shall, on the effective date of such reduction or termination, repay or prepay Revolving Credit Borrowings and/or replace or cash-cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (b) If on any date the Aggregate Revolving Credit Exposure shall exceed the Formula Amount, or the Revolving Loans to a Borrower plus the L/C Exposure of such Borrower shall exceed the Individual Formula Amount, the Borrowers shall on such date repay or prepay Revolving Credit Borrowings and/or replace or cash collateralize outstanding L/C Exposure in an amount sufficient to eliminate such excess. Any such excess amount shall constitute part of the Obligations and be secured by the Collateral. (c) The Borrower Not later than the third Business Day following the completion of any Asset Sale, Activision shall apply an amount equal to 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.14(h). (d) In the event and on each occasion that an Equity Issuance occurs, Activision shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Equity Issuance, apply 100% of the Net Cash Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) therefrom to prepay Borrowings outstanding Term Loans in accordance with paragraph Section 2.14(h). (de) below; providedNo later than the earlier of (i) 90 days after the end of each fiscal year of the Borrowers, howevercommencing with the fiscal year ending on March 31, that2000, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), Activision shall prepay outstanding Term Loans in accordance with Section 2.14(h) in an aggregate principal amount equal to fifty percent (50%) of Excess Cash Flow for the case fiscal year then ended. (f) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from an Equity Issuancethe issuance or other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (including any Subordinated Debt but excluding any other Indebtedness for money borrowed permitted pursuant to Section 6.01), Activision shall, substantially simultaneously with (xand in any event not later than the third Business Day next following) the Borrower shall only be required receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to apply 50100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.14(h). (g) In the prepayment of Loans if immediately prior event that there shall occur any Casualty or Condemnation and, pursuant to receipt thereof the Leverage Ratio is greater than 3.00 applicable Mortgage, the Casualty Proceeds or Condemnation Proceeds, as the case may be, are required to 1.00 but not greater than 4.00 be used to 1.00 and 25prepay the Term Loans, then Activision shall apply an amount equal to 100% of such Net Casualty Proceeds or Condemnation Proceeds, as the case may be, to prepay outstanding Term Loans in accordance with Section 2.14(h). (h) Mandatory prepayments of outstanding Term Loans under this Agreement shall be applied pro rata against the prepayment remaining scheduled installments of Loans if at principal due in respect of the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and Term Loans. (yi) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower Borrowing Agent shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section 2.14, (c), i) a certificate signed by a Financial Officer of the Borrower Borrowing Agent setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepaymentextent practicable, a at least three days prior written notice of such prepayment. Such certificate Each notice of prepayment shall also describe in reasonable detail specify the facts prepayment date, the Type of each Loan being prepaid and circumstances giving rise the principal amount of each Loan (or portion thereof) to the applicable prepayment event and a reasonably detailed calculation be prepaid. All prepayments of the Net Proceeds therefromBorrowings under this Section 2.14 shall be subject to Section 2.19, but shall otherwise be without premium or penalty.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any the termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such termination. , repay or prepay all its outstanding Revolving Borrowings and all outstanding Swingline Loans and replace all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.23(i), in each case outstanding under the Revolving Credit Commitments. (b) In the event of any partial reduction of the Revolving Credit Commitments, then (ix) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate sum of the Revolving Credit Exposure Exposures after giving effect thereto and (iiy) if the Aggregate Revolving Credit Exposure Exposures would exceed the Total aggregate Revolving Credit Commitment Commitments, after giving effect to such reduction or terminationreduction, then the Borrower shall, on the date of such reduction reduction, first, repay or terminationprepay Swingline Loans, second, repay or prepay Revolving Loans and third, replace outstanding Letters of Credit Borrowings under the Revolving Facility or cash-cash collateralize outstanding Letters of Credit under the Revolving Facility in accordance with the procedures set forth in Section 2.23(i), in an aggregate amount sufficient to eliminate such excess. (c) The In the event that the sum of all Revolving Credit Lenders’ Revolving Credit Exposures exceeds the lesser of (i) the Borrowing Base and (ii) the aggregate amount of the Revolving Credit Commitments then in effect, the Borrower shall apply 100% shall, subject to Sections 2.01(b) and 2.01(c), without notice or demand, within one Business Day first, repay or prepay Swingline Loans, second, repay or prepay Revolving Loans and third, replace outstanding Letters of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in Credit under the definition Revolving Facility or cash collateralize outstanding Letters of such term) to prepay Borrowings Credit under the Revolving Facility in accordance with paragraph (d) below; provided, however, thatthe procedures set forth in Section 2.23(i), in an aggregate amount sufficient to eliminate such excess; provided that if such excess arises solely as a result of currency rate fluctuations, such repayment, prepayment, replacement or cash collateralization, as the case of Net Proceeds from an Equity Issuancemay be, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to be made until the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to third Business Day after the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the shall have delivered to Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a written notice of such required repayment, prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom, replacement or cash collateralization.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the The Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such terminationtermination of all Revolving Credit Commitments, repay or prepay all of its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) all of its outstanding Letters of Credit. In the event of If, after giving effect to any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationCommitments, then the Borrower shall, on the date of such reduction or terminationreduction, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings or Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess. (cb) The Not later than the tenth Business Day following the receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale or Property Loss Event, the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds promptly upon received by the Borrower or any of its receipt thereof Restricted Subsidiaries with respect thereto (or, if applicable, promptly upon any amounts being deemed subject to constitute Net Proceeds as provided in the definition of such termrestrictions set forth herein) to prepay Borrowings make an Offer to Repay Term Loans in accordance with paragraph (d) belowSection 2.13(g); provided, however, that, if (A) prior to the date any such Offer to Repay Term Loans is required to be made, the Borrower notifies the Administrative Agent of its intent to reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries (including any Related Business Assets) and (B) no Event of Default under clause (b), (c), (g) or (h) of Section 7.01 (each, a “Specified Default”) shall have occurred and shall be continuing at the time of such notice or at the time of such proposed reinvestment (unless, in the case of Net Proceeds from an Equity Issuancesuch Specified Default, (x) the Borrower shall only be required such reinvestment is made pursuant to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if a binding commitment entered into at the a time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) when no Specified Default was continuing), then the Borrower shall not be required to apply any make an Offer to Repay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 365 days after the date of receipt of such Net Cash Proceeds (or, if within such 365 day period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 180 days after such binding commitment is so entered into), provided, however, that (I) if any Net Cash Proceeds are not reinvested or applied as a repayment on or prior to the last day of the applicable application period, such Net Cash Proceeds shall be applied within 10 Business Days to make an Offer to Repay Term Loans as set forth above (without regard to the immediately preceding proviso) and (II) if, as a result of any Prepayment Asset Sale or Property Loss Event, the Borrower would be required to make an “offer to purchase” the New Senior Notes pursuant to the terms of the New Senior Notes Documentation or any other Material Indebtedness, in any such case prior to the expiry of the foregoing reinvestment or repayment periods, the Borrower shall apply the relevant percentage of such Net Cash Proceeds as required above by this paragraph (b) to make an Offer to Repay Term Loans in accordance with Section 2.13(g) on the day immediately preceding the date of such required “offer to purchase” (without regard to the immediately preceding proviso). (c) No later than the tenth Business Day following the delivery of the Section 5.04 Financials under Section 5.04(a) (commencing with the fiscal year ended December 31, 2008), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the excess, if any, of (i) the applicable ECF Percentage of Excess Cash Flow for the fiscal year then ended over (ii) the aggregate principal amount of Term Loans and Revolving Loans (to the extent accompanied by a permanent reduction of the Revolving Credit Commitments) prepaid pursuant to Section 2.12 during such fiscal year or after the end of such fiscal year and on or prior to the date such payment is required to be made (without duplication), in each case to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness). (d) In the event that the Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness (other than any cash proceeds from the issuance or incurrence of Indebtedness permitted pursuant to Section 6.01), the Borrower shall no later than the fifth Business Day next following the receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(e). (e) Prior to the repayment in full of all Term Loans and all Obligations (other than contingent obligations) relating thereto, all other prepayments required by this Section 2.13 shall be applied pro rata to the repayment of the Term Loans under each Term Loan Facility until paid in full (based on the outstanding amount of Term Loans under each Term Loan Facility on the date of prepayment and applied against the remaining scheduled installments of principal due in respect of the Term Loans in the direct order of maturity); provided that to the extent an Event of Default then exists, such prepayment shall instead be applied in accordance with Section 2.17(b). (f) Notwithstanding anything to the contrary contained in this Section 2.13 or elsewhere in this Agreement including without limitation in Section 9.08, the Borrower shall have the option in its sole discretion to give the Lenders with outstanding Term Loans the option to waive their pro rata share of a mandatory prepayment of Term Loans if at which is to be made pursuant to (c) or (d) (each such repayment a “Waivable Mandatory Prepayment”) upon the time of receipt thereof terms and provisions set forth in this Section 2.13(f). If the Leverage Ratio is not greater than 2.50 Borrower elects to 1.00. The exercise the option referred to in the immediately preceding sentence the Borrower shall deliver give to the Administrative Agent (i) at written notice of its intention to give the time of each prepayment required under this paragraph (c), Lenders the right to waive a certificate signed by a Financial Officer of Waivable Mandatory Prepayment including in such notice the Borrower setting forth in reasonable detail the calculation of the aggregate amount of such proposed prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is 12:30 p.m. three Business Days prior to the date of the proposed prepayment which notice the Administrative Agent shall promptly forward to all Term Loan Lenders indicating in such notice the amount of such prepayment to be applied to each such Lender’s outstanding Term Loans. The Borrower’s offer to permit the Term Loan Lenders to waive any such Waivable Mandatory Prepayment may apply to all or part of such prepayment, a provided that any offer to waive part of such prepayment must be made ratably to the Term Loan Lenders (based on the amount of Term Loans under each Term Loan Facility on the date of prepayment). In the event that any such Term Loan Lender desires to waive its pro rata share of such Lender’s right to receive any such Waivable Mandatory Prepayment in whole or in part such Lender shall so advise the Administrative Agent no later than 4:00 p.m. on the date which is two Business Days after the date of such notice from the Administrative Agent and the Administrative Agent shall promptly thereafter notify the Borrower thereof which notice shall also include the amount such Lender desires to receive in respect of such prepayment. Such certificate If any Term Loan Lender does not reply to the Administrative Agent within such two Business Day period such Lender will be deemed not to have waived any part of such prepayment. If any Term Loan Lender does not specify an amount it wishes to receive such Lender will be deemed to have accepted 100% of its share of such prepayment. In the event that any such Lender waives all or part of its share of any such Waivable Mandatory Prepayment the Borrower shall also describe retain 100% of the amount so waived by such Lender. Notwithstanding anything to the contrary contained above if one or more Term Loan Lenders waives its right to receive all or any part of any Waivable Mandatory Prepayment but less than all the Lenders with outstanding Term Loans waive in reasonable detail full their right to receive 100% of the facts total Waivable Mandatory Prepayment otherwise required with respect to the Term Loans, then the amount actually applied to the repayment of Term Loans of Lenders which have waived all or any part of their right to receive 100% of such prepayment shall be applied to each then outstanding Borrowing of Term Loans on a pro rata basis so that each Lender with outstanding Term Loans shall after giving effect to the application of the respective repayment maintain the same percentage as determined for such Lender but not the same percentage that the other Term Loan Lenders hold and circumstances not the same percentage held by such Lender prior to prepayment of each Borrowing of Term Loans which remains outstanding after giving effect to such application. Notwithstanding anything to the contrary Term Loan Lenders shall not have the right to waive mandatory prepayments under this Section 2.13 except as set forth in this Section 2.13(f). (g) Each amount required to be used to make an offer to repay Term Loans pursuant to Section 2.13(b) in accordance with this Section 2.13(g) (with any such offer to repay being herein called an “Offer to Repay Term Loans”) shall be subject to the following requirements: (A) the Borrower shall deliver a notice (each, an “Offer to Repay Notice”) to the Administrative Agent (for distribution to the Lenders) irrevocably and unconditionally offering to repay on a pro rata basis to each of the Term Loans under each Term Loan Facility with the respective proceeds of the event giving rise to such Offer to Repay Term Loans pursuant to Sections 2.13(b), as the applicable prepayment event and a reasonably detailed calculation case may be, which notice shall set forth (i) the date of the Net Proceeds therefromproposed consummation of such Offer to Repay Term Loans (which shall be no later than the fifth Business Day following delivery of the respective Offer to Repay Notice), (ii) the last Business Day on which such Offer to Repay Term Loans may be accepted or declined (which shall in no event be later than the date occurring three Business Days after the date of delivery of such Offer to Repay Notice) and (iii) the aggregate principal amount of the Term Loans subject to such Offer to Repay Term Loans and (B) unless the Required Lenders shall have otherwise instructed the Administrative Agent on or prior to the last Business Day on which such Offer to Repay Term Loans may be accepted or declined, the Borrower shall repay Term Loans of those Lenders that have accepted the Borrower’s respective Offer to Repay Term Loans, with such repayment of Term Loans to be applied in accordance with the requirements of Section 2.13(f). Notwithstanding the foregoing provisions of this clause (g) or any other clause of this Section 2.13, the Borrower and its Subsidiaries, the Administrative Agent and the Lenders hereby agree that nothing in this Agreement shall be understood to mean or suggest that the Term Loans subject to an Offer to Repay Term Loans constitute “securities” for purposes of either the Securities Act or the Securities Exchange Act.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and [reserved]. (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail[reserved]. (biii) [reserved]. (iv) [reserved]; (v) [reserved]. (vi) [reserved]. (vii) In the event of any termination of all that the Pre-Merger Aggregate Dollar Revolving Credit Commitments or Post-Merger Exposure exceeds the Total Dollar Revolving Credit CommitmentsCommitment then in effect, the Lead Borrower shall repay or shall, within five Business Days of receipt of notice from the Administrative Agent, prepay all the outstanding Pre-Merger Dollar Revolving Facility Borrowings or Post-Merger Loans and/or reduce the Dollar LC Exposure in an aggregate amount sufficient to reduce such Aggregate Dollar Revolving Facility Borrowings, respectively, on Credit Exposure as of the date of such terminationpayment to an amount not to exceed the Total Dollar Revolving Credit Commitment then in effect by taking any of the following actions as it shall determine at its sole discretion: (A) prepayment of Dollar Revolving Loans or (B) with respect to the excess Dollar LC Exposure, deposit of Cash in the LC Collateral Account or “backstopping” or replacement of the relevant Dollar Letters of Credit, in each case, in an amount equal to 100% of such excess Dollar LC Exposure (minus the amount then on deposit in the LC Collateral Account). In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of that the Aggregate Multicurrency Revolving Credit Exposure after giving effect thereto and (ii) if exceeds the Total Multicurrency Revolving Credit Commitment then in effect, the Lead Borrower shall, within five Business Days of receipt of notice from the Administrative Agent, prepay the Multicurrency Revolving Loans and/or reduce the Multicurrency LC Exposure in an aggregate amount sufficient to reduce such Aggregate Multicurrency Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on as of the date of such reduction or termination, repay or prepay payment to an amount not to exceed the Total Multicurrency Revolving Credit Borrowings Commitment then in effect by taking any of the following actions as it shall determine at its sole discretion: (A) prepayment of Multicurrency Revolving Loans or cash-collateralize outstanding (B) with respect to the excess Multicurrency LC Exposure, deposit of Cash in the Multicurrency LC Collateral Account or “backstopping” or replacement of the relevant Multicurrency Letters of Credit Credit, in each case, in an amount sufficient equal to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof such excess Multicurrency LC Exposure (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided minus the amount then on deposit in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (cLC Collateral Account), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall make Mandatory Prepayments of the Loans and, where applicable, LC Loans as follows: (i) calculate Excess Cash Flow for such fiscal year Borrower shall prepay the Loans and apply 75% of such Excess Cash Flow LC Loans to the extent that amounts are received as Net Disposition Proceeds, excluding Net Disposition Proceeds received from any disposition permitted by Section 6.3. (ii) Borrower shall prepay Borrowings the Loans and LC Loans from any amounts on deposit in the Distribution Reserve Account in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailDepositary Agreement. (biii) Borrower shall prepay the Loans and LC Loans with Loss Proceeds in accordance with the Depositary Agreement. (iv) Borrower shall prepay Tranche B Construction Loans with the Cash Grant Proceeds in accordance with the Depositary Agreement. (v) Borrower shall prepay the Loans and LC Loans with the proceeds in excess of $250,000 of Guaranteed Performance Commitment Liquidated Damages. (vi) In the event that (A) there occurs an Upwind Array Event and (B) the certificate delivered pursuant to Section 5.21 demonstrates that the Projected Debt Service Coverage Ratio, calculated as of any termination of all each remaining Repayment Date, fails to demonstrate at least the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit CommitmentsMinimum Projected Debt Service Coverage Ratio according to the P50 Production Scenario and the P99 Production Scenario as set forth in the Base Case Projections, the then Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility BorrowingsTerm Loans, respectively, on the date Tranche C Loans and LC Loans in accordance with clause sixth of such termination. In the event of any partial reduction Section 4.2(c) of the Revolving Credit Commitments, then (i) at or prior to Depositary Agreement not later than the effective date of such reduction, next Repayment Date after the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof Adjustment Date (or, if applicablesuch Upwind Array Event occurs prior to the Term Conversion Date, promptly upon any amounts being deemed within ten (10) Banking Days of the Adjustment Date), in an amount and applied to constitute Net Proceeds principal installments as provided selected by Borrower sufficient to achieve a Projected Debt Service Coverage Ratio equal to or greater than the Minimum Projected Debt Service Coverage Ratio according to both production scenarios as set forth in the definition of such term) Base Case Projections and the Loan Amortization Schedule shall be deemed amended and revised to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of take into account the amount of such prepayment prepayment. (vii) If a WTG Location Variance Event has occurred, and (ii) not later than Administrative Agent has determined that a WTG Overleverage Amount is payable by Borrower, Borrower shall prepay, through a Borrowing of Tranche B Construction Loans on the later Term Conversion Date, the Tranche A Construction Loans in an amount equal to the lesser of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made WTG Overleverage Amount and (B) the difference of (1) the amount of any Available Tranche B Construction Loan Commitments on such date less (2) the amount of Tranche B Construction Loans that is three Business Days prior would otherwise be needed to pay or reserve for Project Costs necessary to be funded in order for the Term Conversion Date to occur, and the Term Loan Commitments shall be automatically reduced in an aggregate amount equal to the date amount of Tranche A Construction Loans prepaid by Borrower pursuant to this Section 2.8(c)(vii). (viii) Borrower shall prepay the Term Loans, Tranche C Loans and LC Loans in accordance with clause sixth of Section 4.2(c) of the Depositary Agreement in an amount equal to the WTG Overleverage Term Loan Amount. (ix) Borrower shall prepay the LC Loans in accordance with clause fifth of Section 4.2(c) of the Depositary Agreement, to be applied to the remaining installments of principal of such prepayment, a notice LC Loans in inverse order of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrommaturity.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Each Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such terminationtermination of all Revolving Credit Commitments, repay or prepay all of its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) all of its outstanding Letters of Credit. In the event of If, after giving effect to any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationCommitment, then the Parent Borrower shall (and to the extent the Foreign Subsidiary Borrower Sublimit would exceed the Total Revolving Credit Commitment, then such Foreign Subsidiary Borrower shall), on the date of such reduction or terminationreduction, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess. (cb) The Not later than the tenth Business Day following the receipt by the Parent Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale or Property Loss Event, the Parent Borrower shall apply an amount equal to 100% of the Net Cash Proceeds promptly upon received by the Parent Borrower or any of its receipt thereof Restricted Subsidiaries with respect thereto (or, if applicable, promptly upon any amounts being deemed subject to constitute Net Proceeds as provided in the definition of such termrestrictions set forth herein) to prepay Borrowings outstanding Term Loans in accordance with paragraph (d) belowSection 2.13(e); provided, however, that, in the case of Net Proceeds from an Equity Issuance, foregoing percentage shall be reduced to (xi) the Borrower shall only be required to apply 50% of such if the Total Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater less than 3.00 or equal to 5.50 to 1.00 but not greater than 4.00 4.0 to 1.00 and 25(ii) 0% of such if the Total Net Proceeds Leverage Ratio is less than or equal to 4.0 to 1.00, in each case, determined by reference to the prepayment of Loans if most recently delivered Pricing Certificate at the time of receipt thereof of such Net Cash Proceeds; and provided, further, that (x) if (A) prior to the Leverage Ratio date any such prepayment is greater than 2.50 required to 1.00 but not greater than 3.00 be made, the Parent Borrower notifies the Administrative Agent of its intent to 1.00 reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the Parent Borrower and its Restricted Subsidiaries (including any Related Business Assets) and (yB) no Event of Default shall have occurred and be continuing at the time of such notice, and no Event of Default under clause (b), (c), (g) or (h) of Section 7.01 (each, a “Specified Default”) shall have occurred and shall be continuing at the time of proposed reinvestment (unless, in the case of such Specified Default, such reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was continuing), then the Parent Borrower shall not be required to apply any prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 365 days after the date of receipt of such Net Cash Proceeds (or, within such 365 day period, the Parent Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 180 days after such binding commitment is so entered into) and (y) the Parent Borrower shall not be required to prepay Term Loans hereunder in respect of any such Net Cash Proceeds from any Prepayment Asset Sale or Property Loss Event of any Foreign Subsidiary if the declaration or payment of dividends or similar distributions by that Foreign Subsidiary of such Net Cash Proceeds is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Foreign Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived or would otherwise result in materially adverse tax consequences; provided, however, that (I) if any Net Cash Proceeds are not reinvested or applied as a repayment on or prior to the last day of the applicable application period, such Net Cash Proceeds shall be applied within 5 Business Days to the prepayment of the Term Loans if at as set forth above (without regard to the time immediately preceding proviso) and (II) if, as a result of receipt thereof any Prepayment Asset Sale or Property Loss Event, the Leverage Ratio is not greater than 2.50 Parent Borrower would be required to 1.00. The make an “offer to purchase” the New Senior Notes pursuant to the terms of the New Senior Notes Documentation or any other Material Indebtedness, in any such case prior to the expiry of the foregoing reinvestment or repayment periods, the Parent Borrower shall deliver apply the relevant percentage of such Net Cash Proceeds as required above by this paragraph (b) to prepay Term Loans in accordance with Section 2.13(e) on the day immediately preceding the date of such required “offer to purchase” (without regard to the immediately preceding proviso). (c) No later than the tenth Business Day following the delivery of the Section 5.04 Financials under Section 5.04(a) (commencing with the fiscal year ended December 31, 2008), the Parent Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the excess, if any, of (i) the applicable ECF Percentage of Excess Cash Flow for the fiscal year then ended over (ii) the aggregate principal amount of Term Loans and Revolving Loans (to the extent accompanied by a permanent reduction of the Revolving Credit Commitments) prepaid pursuant to Section 2.12 during such fiscal year or on or prior to the date such payment is required to be made (without duplication), in each case to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness). (d) In the event that the Parent Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness (other than any cash proceeds from the issuance or incurrence of Indebtedness permitted pursuant to Section 6.01), the Parent Borrower shall no later than the third Business Day next following the receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(e). (e) Prior to the repayment in full of all Term Loans and all Obligations (other than contingent obligations) relating thereto, all other prepayments required by this Section 2.13 shall be applied pro rata to the repayment of the Term Loans under each Term Loan Facility until paid in full (based on the Dollar Equivalent amount of Term Loans under each Term Loan Facility on the date of prepayment and applied against the remaining scheduled installments of principal due in respect of the Term Loans in the direct order of maturity); provided that to the extent an Event of Default then exists, such prepayment shall instead be applied in accordance with Section 2.17(b). (f) Notwithstanding anything to the contrary contained in this Section 2.13 or elsewhere in this Agreement including without limitation in Section 9.08, the Parent Borrower shall have the option in its sole discretion to give the Lenders with outstanding Term Loans the option to waive their pro rata share of a mandatory prepayment of Term Loans which is to be made pursuant to Section 2.13(b), (c) or (d) (each such repayment a “Waivable Mandatory Prepayment”) upon the terms and provisions set forth in this Section 2.13(f). If the Parent Borrower elects to exercise the option referred to in the immediately preceding sentence the Parent Borrower shall give to the Administrative Agent (i) at written notice of its intention to give the time of each prepayment required under this paragraph (c), Lenders the right to waive a certificate signed by a Financial Officer of Waivable Mandatory Prepayment including in such notice the Borrower setting forth in reasonable detail the calculation of the aggregate amount of such proposed prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three 12:30 p.m. five Business Days prior to the date of the proposed prepayment which notice the Administrative Agent shall promptly forward to all Term Loan Lenders indicating in such notice the amount of such prepayment to be applied to each such Lender’s outstanding Term Loans. The Parent Borrower’s offer to permit the Term Loan Lenders to waive any such Waivable Mandatory Prepayment may apply to all or part of such prepayment, a provided that any offer to waive part of such prepayment must be made ratably to the Term Loan Lenders (based on the Dollar Equivalent amount of Term Loans under each Term Loan Facility on the date of prepayment). In the event that any such Term Loan Lender desires to waive its pro rata share of such Lender’s right to receive any such Waivable Mandatory Prepayment in whole or in part such Lender shall so advise the Administrative Agent no later than 4:00 p.m. on the date which is two Business Days after the date of such notice from the Administrative Agent and the Administrative Agent shall promptly thereafter notify the Parent Borrower thereof which notice shall also include the amount such Lender desires to receive in respect of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise If any Term Loan Lender does not reply to the applicable prepayment Administrative Agent within such two Business Day period such Lender will be deemed not to have waived any part of such prepayment. If any Term Loan Lender does not specify an amount it wishes to receive such Lender will be deemed to have accepted 100% of its share of such prepayment. In the event and a reasonably detailed calculation that any such Lender waives all or part of its share of any such Waivable Mandatory Prepayment the Parent Borrower shall retain 100% of the Net Proceeds therefromamount so waived by such Lender. Notwithstanding anything to the contrary contained above if one or more Term Loan Lenders waives its right to receive all or any part of any Waivable Mandatory Prepayment but less than all the Lenders with outstanding Term Loans waive in full their right to receive 100% of the total Waivable Mandatory Prepayment otherwise required with respect to the Term Loans, then the amount actually applied to the repayment of Term Loans of Lenders which have waived all or any part of their right to receive 100% of such prepayment shall be applied to each then outstanding Borrowing of Term Loans on a pro rata basis so that each Lender with outstanding Term Loans shall after giving effect to the application of the respective repayment maintain the same percentage as determined for such Lender but not the same percentage that the other Term Loan Lenders hold and not the same percentage held by such Lender prior to prepayment of each Borrowing of Term Loans which remains outstanding after giving effect to such application. Notwithstanding anything to the contrary Term Loan Lenders shall not have the right to waive mandatory prepayments under this Section 2.13 except as set forth in this Section 2.13(f).

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings Except as provided in accordance with paragraph (d) below and (ii) deliver to Section 1.1(a)(iv), at any time the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the aggregate outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction balances of the Revolving Credit Commitments, then (i) at or prior to Loan exceeds the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later lesser of (A) the date on which a Responsible Officer of Maximum Amount less the Borrower becomes aware that aggregate outstanding Swing Line Loan at such prepayment will be made time and (B) the date that is three Aggregate Borrowing Base less the aggregate outstanding Swing Line Loan at such time, Borrowers shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. Furthermore, if, at any time, the outstanding balance of the Revolving Loan to any Borrower exceeds such Borrower’s separate Borrowing Base less the outstanding balance of the Swing Line Loan to such Borrower, the applicable Borrower shall immediately repay its Revolving Credit Advances in the amount of such excess (and, to the extent necessary, provide cash collateral for its Letter of Credit Obligations as described above). (ii) If a Cash Dominion Event shall have occurred and be continuing, immediately upon receipt by any Credit Party of proceeds of any asset disposition or any sale of Stock of any Subsidiary of such Credit Party, Borrowers shall prepay the Obligations in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses incurred in connection with such transaction and payable by any Credit Party in connection therewith (in each case, paid to non Affiliates), (B) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, on the assets so disposed, and (C) transfer taxes plus any applicable reserve for income taxes in accordance with GAAP in connection therewith (“Net Proceeds”). Any such prepayment shall, subject to Section 1.3(b)(iv), be applied in accordance with Section 1.3(c). For the avoidance of doubt, no such mandatory prepayment shall be required if at such time of determination, a Cash Dominion Event shall not have occurred and be continuing. (iii) If any Credit Party issues Stock or any Indebtedness (other than Indebtedness permitted by Section 6.3), and the net cash proceeds received by any Credit Party from such Stock or Indebtedness issuance exceeds $1,000,000 in the aggregate, no later than the Business Days prior to Day following the date of receipt of the cash proceeds thereof, the issuing Credit Party shall prepay the Obligations in an amount equal to all such prepaymentproceeds, net of underwriting discounts and commissions and other reasonable costs and expenses paid or payable to non Affiliates in connection therewith; provided, that no such prepayment shall be required, so long as no Event of Default has occurred and is continuing, from the proceeds of any issuance of Stock by a notice Credit Party (i) to any director, officer or other employee of such prepaymentCredit Party pursuant to the stock incentive plan adopted by H&E Delaware prior to, and as in effect on, the Closing Date, (ii) as consideration for any Person (other than any Affiliate of a Credit Party) providing permitted Indebtedness under Section 6.3, (iii) to any other Credit Party, (iv) as consideration to any Person (other than an Affiliate) selling assets or Stock in any Permitted Acquisition or (v) if such proceeds are used within ninety (90) days after receipt thereof to pay the consideration for a Permitted Acquisition (or contracted to be used within such 90-day period pursuant to a legally binding agreement and actually used within ninety (90) days thereafter). Any such prepayment shall, subject to Section 1.3(b)(iv), be applied in accordance with Section 1.3(c). (iv) In the event that Section 1.3(b)(i), (ii) or (iii) shall require any prepayment to be made on a day other than an Interest Payment Date, then upon receipt of such prepayment and to the extent requested by any Borrower, Agent shall hold such amount as cash collateral (provided that the Borrower delivering the same shall have executed and delivered such documents as Agent shall have requested in connection with such cash collateral) and, so long as no Default or Event of Default shall have occurred and be continuing, shall not apply such cash collateral to the prepayment under the applicable paragraph of this Section 1.3 until the next succeeding Interest Payment Date. Such certificate cash collateral shall also describe be invested in reasonable detail Cash Equivalents as directed by such Borrower in accordance with such documents. Interest earned on such cash collateral shall accrue for the facts account of the Borrower providing the same, shall constitute additional cash collateral and circumstances giving rise (assuming no Default or Event of Default shall be continuing) shall be, to the applicable extent remaining, applied to such prepayment event on such next succeeding Interest Payment Date. (v) Notwithstanding anything to the contrary contained herein or in any other Loan Document, so long as the LKE Master Exchange Agreement is in effect or any LKE Transaction is outstanding, the Borrowers shall promptly prepay the Loans in an amount equal to all LKE Proceeds received by any Credit Party or the LKE Qualified Intermediary and a reasonably detailed calculation of shall comply with the Net Proceeds therefrom.cash management provisions related to LKE Joint Accounts as set forth in Annex C.

Mandatory Prepayments. (a) Not later than 100 days after On each date on which the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996Revolving Credit Commitments are reduced or terminated pursuant to Section 2.07 or Section 2.08, the Borrower shall repay or prepay such principal amount of the outstanding Revolving Credit Loans, if any (together with interest accrued thereon and any amounts due under Section 9.07(a)), in an amount equal to the lesser of (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and the amount by which the Revolving Credit Commitments were so reduced or (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer aggregate amount of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger then outstanding Revolving Credit Commitments or Post-Merger Loans, Swing Line Loans and Letter of Credit Obligations. In any event, on any date that the aggregate amount of the then outstanding Revolving Credit Loans, Swing Line Loans and Letter of Credit Obligations exceed the aggregate amount of the Revolving Credit Commitments, the Borrower shall repay or prepay all Revolving Credit Loans as may be necessary so that after such payment the aggregate amount of the then outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility BorrowingsCredit Loans, respectively, on Swing Line Loans and Letter of Credit Obligations does not exceed the date of such termination. In the event of any partial reduction aggregate amount of the Revolving Credit Commitments. Subject to paragraph (b) below, each such payment or prepayment shall be applied to repay or prepay ratably the Revolving Credit Loans of the several Lenders, then the Swing Line Loans of the Swing Line Lender, and finally, the Letter of Credit Obligations. (b) On any date that the aggregate amount, based on the Dollar Equivalent of the then outstanding Alternate Currency Loans, (i) at or prior to the effective date solely because of such reductioncurrency fluctuation, the Administrative Agent shall notify the Borrower exceeds one hundred and the Revolving Credit Lenders five percent (105%) of the Aggregate Revolving Credit Exposure after giving effect thereto and Alternate Currency Commitment or (ii) if for any other reason, exceeds the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationAlternate Currency Commitment, then the Borrower shall, on the date of such reduction or termination, shall repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an Alternate Currency Loans as may be necessary so that after such payment the aggregate amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail then outstanding Alternate Currency Loans, based on the calculation of Dollar Equivalent, does not exceed the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromAlternate Currency Commitment.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year If an Event of Loss with respect to any Aircraft occurs, and apply 75% of such Excess Cash Flow the Company elects or is required (by failing to substitute a Replacement Airframe and Replacement Engines) to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed relevant Loan, the Company shall prepay, at the time required by any Financial Officer the Mortgage, the outstanding principal amount of the Borrower setting forth Loan related to such Aircraft with accrued interest thereon and any Breakage Costs, but without premium or penalty (other than Breakage Costs); provided that the amount, if any, of Excess Cash Flow for such period and Company shall give the calculation thereof, in reasonable detail. (b) In the event Facility Agent notice of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelysuch prepayment as provided in Section 4.04 (and, on the date specified in any such notice, the amount to be prepaid shall become due and payable hereunder). The Company may elect to deposit the gross proceeds of an insurance settlement in respect of such termination. In Event of Loss in the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior Collections Account for application to the effective date of such reduction, relevant Loan on the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and immediately subsequent Payment Date in accordance with Section 4.01(a)(iv). (ii) if If a Disposition of any Aircraft occurs, the Aggregate Revolving Credit Exposure would exceed Company shall prepay the Total Revolving Credit Commitment after giving effect outstanding principal amount of the Loan related to such reduction Aircraft with accrued interest thereon and any Breakage Costs, without premium or terminationpenalty (other than Breakage Costs), then either, at the Borrower shallelection of the Company, concurrently with such Disposition or by depositing the gross sales proceeds in respect of such Disposition in the Collections Account for application to the relevant Loan on the immediately subsequent Payment Date in accordance with Section 4.01(a)(iv); provided that the Company shall give the Facility Agent notice of any such prepayment as provided in Section 4.04 (and, on the date of specified in any such reduction or terminationnotice, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an the amount sufficient to eliminate such excessbe prepaid shall become due and payable hereunder). (ciii) The Borrower If an LTV Prepayment Event with respect to any Aircraft occurs, the Company shall apply 100% of Net Proceeds promptly upon partially prepay the Loan related to such Aircraft, and any accrued interest on such Loan, such that such LTV Prepayment Event is no longer continuing. At its receipt thereof (orelection, if applicable, promptly upon the Company may utilize any amounts being deemed to constitute Net Proceeds as provided EOL Compensation deposited in the definition Collections Account in respect of such termAircraft to effect the prepayment contemplated by this Section 3.03(b)(iii). (iv) to If on any Payment Date, there is a Monthly Excess Amount in respect of a Loan, the Company shall partially prepay Borrowings such Loan, and any accrued interest thereon and any Breakage Costs, but without premium or penalty (other than Breakage Costs) in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower Section 4.01(a)(iv). Such Monthly Excess Amount shall only be required to apply 50% of such Net Proceeds applied pro rata to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the outstanding principal amount of such prepayment Loan to reduce each remaining monthly amortization amount for such Loan, and an updated amortization schedule for such Loan shall be finalized by the Facility Agent by inserting Term SOFR for the Interest Period ending on such Payment Date (iias well as for each prior Interest Period) not later than into the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days Excel spreadsheet entitled ”Minimum Amortization Dynamic Model” prepared by MUFG Bank Ltd. prior to the date Funding Date for such Loan, all of which shall be done in consultation with and the approval of the Lenders and prepared in accordance with Section 3.01, such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts schedule as so prepared being conclusive absent manifest error and circumstances giving rise provided to the applicable prepayment event Company and a reasonably detailed calculation each of the Net Proceeds therefromLenders.

Mandatory Prepayments. (ai) Not later than 100 days If, after giving effect to any termination or reduction of the end Aggregate Maximum Credit Amount pursuant to Section 2.05(b) or reduction of each fiscal year of Borrowerthe Aggregate Elected Revolving Commitment Amount pursuant to Section 2.01(c), commencing with the fiscal year ending December 28total Revolving Credit Exposures exceeds the total Revolving Commitments, 1996, then the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, and Swing Line Loans on the date of such termination. In the event of termination or reduction in an aggregate principal amount equal to such excess, and if any partial reduction excess remains after prepaying all of the Revolving Credit CommitmentsBorrowings and Swing Line Loans as a result of Letter of Credit Obligations, then Cash Collateralize such excess in an amount equal to the greater of (iA) the amount of such Letter of Credit Obligations and (B) the maximum amount that may be available to be drawn at or any time prior to the effective date stated expiry of such reduction, all outstanding Letters of Credit. (ii) (A) Upon any Scheduled Redetermination or Interim Redetermination if there exists a Borrowing Base Deficiency and the Administrative Agent shall notify sends a New Borrowing Base Notice to the Borrower and indicating such Borrowing Base Deficiency (each, a “Borrowing Base Deficiency Notice”), then the Borrower shall within ten (10) Business Days following receipt of such Borrowing Base Deficiency Notice elect whether to: (1) (I) if no Term Loans are then outstanding, prepay the Revolving Credit Lenders Borrowings and Swing Line Loans an amount equal to such Borrowing Base Deficiency and if any excess remains after prepaying all of the Aggregate Revolving Credit Exposure after giving effect thereto Borrowings and Swing Line Loans as a result of Letter of Credit Obligations, Cash Collateralize such excess in an amount equal to the greater of the amount of such Letter of Credit Obligations and the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit; (iiII) if the Aggregate there are any Term Loans and any Revolving Credit Exposure would exceed Loans and/or Letter of Credit Obligations then outstanding, then, at the Borrower’s election (subject to Section 3.03(e)), either: (x) prepay Revolving Credit Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency and if any Borrowing Base Deficiency remains after prepaying such Revolving Credit Borrowings, prepay Term Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency and to the extent that any Borrowing Base Deficiency remains after prepaying all of the Revolving Credit Borrowings and Term Borrowings as a result of Letter of Credit Obligations, Cash Collateralize such excess in an amount equal to the greater of the amount of such Letter of Credit Obligations and the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit; or (y) prepay the Revolving Credit Borrowings (and to the extent that any Borrowing Base Deficiency remains after prepaying all of the Revolving Credit Borrowings as a result of Letter of Credit Obligations, Cash Collateralize such excess in an amount equal to the greater of the amount of such Letter of Credit Obligations and the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit) and the Term Borrowings, on a pro rata basis, in proportion to the total Revolving Credit Exposures and the Total Term Loan Exposures outstanding at such time, in an aggregate amount equal to such Borrowing Base Deficiency; or (III) if there are any Term Loans and any Revolving Credit Commitment Loans and/or Letter of Credit Obligations then outstanding and the Secured Leverage Ratio would not exceed 2.00 to 1.00 after giving effect to such reduction or terminationprepayment, then then, at the Borrower shallBorrower’s election: prepay Term Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency, on the date of if any Borrowing Base Deficiency remains after prepaying such reduction or terminationTerm Borrowings, repay or prepay Revolving Credit Borrowings or cash-collateralize in an aggregate principal amount equal to such Borrowing Base Deficiency and to the extent that any Borrowing Base Deficiency remains after prepaying all of the Term Borrowings and Revolving Credit Borrowings as a result of Letter of Credit Obligations, Cash Collateralize such excess in an amount equal to the greater of the amount of such Letter of Credit Obligations and the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit; (2) execute one or more Security Instruments (or cause a Subsidiary to execute one or more Security Instruments) covering such other Oil and Gas Properties as are reasonably acceptable to the Majority Lenders having present values which, in the reasonable opinion of the Majority Lenders, based upon the Majority Lenders’ goodfaith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base by an amount at least equal to such Borrowing Base Deficiency; or (3) do any combination of the foregoing. If the Borrower fails to make an election within such ten (10) Business Day period after the Borrower’s receipt of the Borrowing Base Deficiency Notice, then Borrower shall be deemed to have selected the prepayment option specified in clause (1) above. To the extent any prepayment of Borrowings and Swing Line Loans is required hereunder, if any Borrowing Base Deficiency remains after prepaying all Borrowings and Swing Line Loans as a result of Letter of Credit Obligations, the Borrower shall Cash Collateralize such excess in an amount sufficient equal to eliminate such excess. (c) The Borrower shall apply 100% the greater of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% amount of such Net Proceeds to the prepayment Letter of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 Credit Obligations and (y) the Borrower shall not maximum amount that may be required available to apply be drawn at any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date stated expiry of such prepayment, a notice all outstanding Letters of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromCredit.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow If at any time the outstanding balance of the Revolving Loan exceeds the lesser of (A) the Maximum Amount and (B) the Borrowing Base, minus, in each case, the outstanding Swing Line Loan at such time, Borrowers shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in ANNEX B to the extent required to eliminate such fiscal year and apply 75% of such Excess Cash Flow excess. Notwithstanding the foregoing, any Overadvance made pursuant to prepay Borrowings in accordance with paragraph (dSECTION 1.1(a)(iii) below and shall be repaid on demand. (ii) deliver Immediately upon receipt by any Credit Party of proceeds of any asset disposition (including condemnation proceeds, but excluding proceeds of asset dispositions permitted by SECTION 6.8) or any sale of Stock of any Subsidiary of any Credit Party, Borrowers shall prepay the Obligations in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by such Credit Party in connection therewith, other than such costs, fees and expenses paid to Affiliates not on an arms' length basis, (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amountextent such Liens constitute Permitted Encumbrances hereunder), if any, of Excess Cash Flow and (D) an appropriate reserve for income taxes required to be paid in accordance with GAAP in connection therewith. Any such period and the calculation thereof, prepayment shall be applied in reasonable detailaccordance with CLAUSE (c) below. (biii) In [RESERVED.] (iv) Until the event of any termination of all Termination Date, Borrowers shall prepay the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, Obligations on the date of such termination. In the event of any partial reduction earlier of the Revolving Credit Commitments, then date which is ten (i10) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure days after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of Borrowers' annual audited Financial Statements for the Borrower becomes aware that such prepayment will be made and immediately preceding Fiscal Year (beginning with the Fiscal Year ending December 31, 2000) are delivered pursuant to ANNEX E or (B) the date on which such annual audited Financial Statements were required to be delivered pursuant to ANNEX E, in an amount equal to fifty percent (50%) of Excess Cash Flow for the immediately preceding Fiscal Year MINUS the aggregate principal amount of all voluntary prepayments of Term Loans made during such Fiscal Year pursuant to SECTION 1.3(A), PROVIDED that such percentage shall be reduced to thirty-five percent (35%) for any Fiscal Year if Borrowers' Leverage Ratio for such Fiscal Year is three Business Days prior 4.00:1 or less (and greater than or equal to 3.00:1), PROVIDED FURTHER that such percentage shall be reduced to zero percent (0%) for any Fiscal Year if Borrowers' Leverage Ratio for such Fiscal Year is 3.00:1 or less. Any prepayments from Excess Cash Flow paid pursuant to this CLAUSE (iv) shall be applied in accordance with CLAUSE (c) below. Each such prepayment shall be accompanied by a certificate signed by Borrower Representative's chief financial officer certifying the date of such prepaymentmanner in which Excess Cash Flow and the resulting prepayment were calculated, a notice of such prepayment. Such which certificate shall also describe be in reasonable detail the facts form and circumstances giving rise substance satisfactory to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromAdministrative Agent.

Mandatory Prepayments. The Loan is subject to mandatory prepayment in certain instances of Insured Casualty or Condemnation (aeach a “Casualty/Condemnation Prepayment”), in the manner and to the extent set forth in Section 7.4.2 hereof. Each Casualty/Condemnation Prepayment, after deducting Lender’s actual out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) Not later than 100 days after the end of each fiscal year of Borrower, commencing in connection with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer settlement or collection of the Borrower setting forth Proceeds or Award, shall be applied in the amountsame manner as repayments under Section 2.3.1 hereof, and if such Casualty/Condemnation Prepayment is made on any date other than a Payment Date, then such Casualty/Condemnation Prepayment shall include interest that would have accrued on the Principal prepaid to but not including the next Payment Date. Provided that no Event of Default is continuing, any such mandatory prepayment under this Section 2.3.2 shall be without the payment of the Yield Maintenance Premium. Provided that no Event of Default is continuing, if anyLender elects to make a Casualty/Condemnation Prepayment, Borrower may, within one hundred twenty (120) days of Excess Cash Flow for Lender’s election to so make such period and Casualty/Condemnation Prepayment, upon prior written notice to Lender, prepay the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction entire remaining principal balance of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders Loan without payment of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction Yield Maintenance Premium or terminationany other fee, then the Borrower shall, on the date of such reduction payment or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) belowpenalty; provided, however, thatthat together with such prepayment, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only also pay to Lender all accrued and unpaid interest and all other sums due and payable under the Loan Documents. Notwithstanding anything to the contrary contained herein, each Casualty/Condemnation Prepayment shall be required to apply 50% applied in inverse order of maturity and shall not extend or postpone the due dates of the monthly installments due under the Note or this Agreement, or change the amounts of such Net Proceeds installments (except to the prepayment extent of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth reduction in reasonable detail the calculation of the amount of such prepayment and (ii) not later than interst payable due to a decrease in the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromoutstanding Principal).

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any the termination of this Agreement and all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Loan Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the each Borrower shall, on the date of such termination, repay or prepay all outstanding Revolving Credit Loans, all outstanding Swingline Loans and all outstanding Agent Loans and Overadvances, and replace or cause to be canceled (or make other arrangements reasonably satisfactory to Issuing Bank with respect to) all outstanding Letters of Credit and LC Guaranties. If, after giving effect to any partial reduction of any Revolving Loan Commitments, the aggregate amount of all outstanding Loans and LC Obligations would exceed the Total Credit Facility, the Canadian Sublimit or terminationthe U.K. Sublimit, as the case may be, the applicable Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings Loans or cash-collateralize outstanding Swingline Loans (or a combination thereof), and, after the Revolving Credit Loans and/or Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements reasonably satisfactory to Issuing Bank with respect to) Letters of Credit and LC Guaranties, in an amount sufficient to eliminate such excess. (cb) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds Except as provided in subsection 1.1.2 with respect to Overadvances, if on any date the definition aggregate amount of applicable Loans and LC Obligations shall exceed an applicable Borrowing Base and Agent provides notice to Borrower Representative of the same, the applicable Borrower shall on such termdate repay or prepay Revolving Credit Loans or Swingline Loans (or a combination thereof), and, after the Revolving Credit Loans and/or Swingline Loans shall have been repaid in full, replace or cause to be canceled (or make other arrangements reasonably satisfactory to Issuing Bank with respect to) Letters of Credit or LC Guaranties, in an amount sufficient to prepay Borrowings in accordance with paragraph (d) beloweliminate such excess; provided, however, that, if any such excess results from a discretionary reduction in the case Borrowing Base by a Collateral Agent pursuant to this Agreement after the Restatement Date including, without limitation, the establishment of Net Proceeds from an Equity Issuanceany reserve, (x) then the Borrower applicable Borrowers shall only be required to apply 50% reduce such excess as provided above within 15 days of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromnotice.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the The Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such terminationtermination of all Revolving Credit Commitments, repay or prepay all of its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) all of its outstanding Letters of Credit. In the event of If, after giving effect to any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationCommitment, then the Borrower shall, on the date of such reduction or terminationreduction, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess. (cb) The Not later than the tenth Business Day following the receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale or Prepayment Property Loss Event, the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds promptly upon its receipt thereof received by the Borrower or such Restricted Subsidiaries with respect thereto (or, if applicable, promptly upon any amounts being deemed subject to constitute Net Proceeds as provided in the definition of such termrestrictions set forth herein) to prepay Borrowings outstanding Term Loans in accordance with paragraph (d) belowSection 2.13(e); provided, however, that, except as provided in the next sentence, if (x) prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intent to reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries and (y) no Event of Default shall have occurred and be continuing at the time of such notice, and no Event of Default under clause (a), (b), (g) or (h) of Article 7 (each, a “Specified Default”) shall have occurred and shall be continuing at the time of proposed reinvestment (unless, in the case of Net Proceeds from an Equity Issuancesuch Specified Default, (x) the Borrower shall only be required such reinvestment is made pursuant to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if a binding commitment entered into at the a time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) when no Specified Default was continuing), then the Borrower shall not be required to apply any prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 12 months after the date of receipt of such Net Cash Proceeds (or, within such 12 month period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 180 days after the expiration of such 12 month period); provided, however, that if any Net Cash Proceeds are not reinvested on or prior to the last day of the applicable application period, such Net Cash Proceeds shall be applied within five (5) Business Days to the prepayment of the Term Loans as set forth above (without regard to the immediately preceding proviso). (c) No later than the tenth Business Day following the delivery of the Section 5.04 Financials (commencing with the fiscal year ended December 31, 2012), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the excess, if any, of (i) the applicable ECF Percentage of Excess Cash Flow for the fiscal year then ended over (ii) the sum of the aggregate principal amount of Term Loans and Revolving Loans (to the extent accompanied by a permanent reduction of the Revolving Credit Commitments) prepaid pursuant to Section 2.12 and Section 2.13(b) plus the aggregate principal amount of Second Lien Loans prepaid pursuant to Section 2.12 and Section 2.13(b) of the Second Lien Credit Agreement, as applicable, during such fiscal year or on or prior to the date such payment is required to be made (without duplication in any succeeding period), in each case to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness). (d) In the event that the Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness (other than any cash proceeds from the issuance or incurrence of Indebtedness permitted pursuant to Section 6.01), the Borrower shall no later than the tenth Business Day next following the receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(e). In addition, if at any time the time Borrower or any of receipt thereof its Restricted Subsidiaries makes a voluntary prepayment, repurchase or redemption with respect to any Additional Pari Passu Notes or any Credit Agreement Refinancing Indebtedness with respect thereto, the Leverage Ratio is Borrower shall, simultaneously therewith, prepay a percentage of the aggregate outstanding principal amount of the Term Loans equal to the percentage of the aggregate principal amount of Additional Pari Passu Notes (or series thereof) or Refinancing Indebtedness so prepaid. (e) All prepayments required by Sections 2.13(b), (c) and (d) shall be applied to the repayment of the Term Loans until paid in full (applied against the remaining scheduled installments of principal due in respect of the Term Loans as directed by the Borrower or, in the absence of such direction, in the direct order of maturity). Mandatory prepayments of Term Loans and any Incremental Term Loans, in each case, required by Sections 2.13(b), (c) and (d) shall be applied ratably among the outstanding Term Loans and Incremental Term Loans. (f) With respect to any prepayment required by Sections 2.13(b), (c) and (d), the Borrower may, in its sole discretion, give the Term Lenders the option to elect not greater than 2.50 to 1.00accept all or a portion of such prepayment. The Borrower shall deliver notify the Administrative Agent of its election to grant such option to the Term Lenders on or before the applicable date set forth in Section 2.13(b), (c) or (d) for such prepayment. Promptly after the receipt of such notice, the Administrative Agent shall provide written notice to the Term Lenders of the option granted by the Borrower. Any Term Lender declining such prepayment shall give written notice thereof to the Administrative Agent (i) at the time of each prepayment required under this paragraph (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) not 1:00 p.m. no later than the later of two (A2) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to after the date of such notice from the Administrative Agent. On such date the Administrative Agent shall then provide written notice to the Borrower of the Lenders declining such prepayment, a notice the amount so declined and the aggregate amount of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise Notwithstanding anything herein to the applicable prepayment event and a reasonably detailed calculation contrary, the Borrower shall prepay the Loans as set forth in Section 2.13(b), (c) or (d) within two (2) Business Days after its receipt of notice from the Administrative Agent of the Net Proceeds therefromaggregate amount of such prepayment, and amounts declined by the Term Lenders shall be applied to the repayment of the Second Lien Loans to the extent required by the Second Lien Credit Agreement.

Mandatory Prepayments. (a) Not Unless a Reinvestment Notice has been given, then no later than 100 days after the end third Business Day following the date of each fiscal year receipt by the Borrower or any of Borrowerits Restricted Subsidiaries of any Net Asset Sale Proceeds (including, commencing with for the fiscal year ending December 28avoidance of doubt, 1996Net Asset Sale Proceeds received by the Borrower or its Restricted Subsidiaries from any Asset Sale of Equity Interests of its Restricted Subsidiaries, of Equity Interests of an MLP, or from the Citrus Drop Down, the SUGS Drop Down or the SUGS Transfer), the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75prepay, without premium or penalty, the Loans with 100% of such Excess Cash Flow to prepay Borrowings Net Asset Sale Proceeds in accordance with paragraph (d) below and (ii) deliver to excess of $25,000,000. On the Administrative Agent a certificate signed by any Financial Officer of 1st Business Day after the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event expiration of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit CommitmentsReinvestment Period, the Borrower shall repay prepay, without premium or prepay all penalty, the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date Loans with any portion of such termination. In the event Net Asset Sale Proceeds in excess of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings $25,000,000 which have not been reinvested in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the preceding sentence. Concurrently with any prepayment of the Loans if immediately prior pursuant to receipt thereof this Section 2.05(b), the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by of a Financial Responsible Officer of the Borrower setting forth in reasonable detail demonstrating the calculation of the amount of such prepayment the applicable Net Asset Sale Proceeds, and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is at least three Business Days prior to the date of such prepayment, a written notice of such prepayment. Such certificate Each notice of prepayment shall also describe 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 2.05(b) shall be subject to Section 3.05, 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. In the event that the Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in reasonable detail such certificate, the facts Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and circumstances giving rise the Borrower shall concurrently therewith deliver to the applicable prepayment event and Administrative Agent a reasonably detailed calculation certificate of a Responsible Officer demonstrating the Net Proceeds therefromderivation of such excess amount.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to If at any time the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the aggregate outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction balances of the Revolving Credit Commitments, then (i) at or prior to Loan exceeds the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later lesser of (A) the date on which a Responsible Officer of Maximum Amount LESS the Borrower becomes aware that aggregate outstanding Swing Line Loan at such prepayment will be made time and (B) the date Aggregate Borrowing Base LESS the aggregate outstanding Swing Line Loan at such time, Borrowers shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. Furthermore, if, at any time, the outstanding balance of the Revolving Loan to any Borrower exceeds such Borrower's separate Borrowing Base LESS the outstanding balance of the Swing Line Loan to such Borrower, the applicable Borrower shall immediately repay its Revolving Credit Advances in the amount of such excess (and, to the extent necessary, provide cash collateral for its Letter of Credit Obligations as described above), PROVIDED, that is three as to any Revolving Advances consisting of H&E Great Northern Advances included in such Revolving Loan balance, "such Borrower's separate Borrowing Base" shall mean the Great Northern Borrowing Base. (ii) Immediately upon receipt by any Credit Party of proceeds of any asset disposition (excluding proceeds of dispositions of Equipment Inventory and P&E permitted by Section 6.8 having an aggregate Net Book Value in any one Fiscal Year, not exceeding $500,000) or any sale of Stock of any Subsidiary of such Credit Party, Borrowers shall prepay the Loans in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by any Credit Party in connection therewith (in each case, paid to non-Affiliates), (B) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, on the assets so disposed and (C) transfer taxes plus an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall, subject to Section 1.3(b)(iv), be applied in accordance with Section 1.3(c). (iii) If any Credit Party issues Stock or any Indebtedness (other than Indebtedness permitted by Section 6.3) in excess of $1,000,000 in the aggregate of such Stock and such Indebtedness, no later than the Business Days prior to Day following the date of receipt of the cash proceeds thereof, the issuing Credit Party shall prepay the Loans in an amount equal to all such prepaymentproceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith; PROVIDED, that no such prepayment shall be required, so long as no Event of Default has occurred and is continuing, from the proceeds of any issuance of Stock by a notice Credit Party (i) to any director, officer or other employee of such prepaymentCredit Party, the total proceeds of which do not exceed $5,000,000 in the aggregate, (ii) in connection with the Related Transactions, (iii) as consideration for any Person (other than any Affiliate of a Credit Party) providing permitted Indebtedness under Section 6.3, (iv) to any other Credit Party or (v) as consideration to any Person (other than an Affiliate) selling assets in any Permitted Acquisition. Any such prepayment shall, subject to Section 1.3(b)(iv), be applied in accordance with Section 1.3(c). (iv) In the event that Section 1.3(b)(i), (ii) or (iii) shall require any prepayment to be made on a day other than an Interest Payment Date, then upon receipt of such prepayment and to the extent requested by any Borrower, Agent shall hold such amount as cash collateral (provided that the Borrower delivering the same shall have executed and delivered such documents as Agent shall have requested in connection with such cash collateral) and, so long as no Default or Event of Default shall have occurred and be continuing, shall not apply such cash collateral to the prepayment under the applicable paragraph of this Section 1.3 until the next succeeding Interest Payment Date. Such certificate cash collateral shall also describe be invested in reasonable detail Cash Equivalents as directed by such Borrower in accordance with such documents. Interest earned on such cash collateral shall accrue for the facts account of the Borrower providing the same, shall constitute additional cash collateral and circumstances giving rise (assuming no Default or Event of Default shall be continuing) shall be, to the applicable extent remaining, applied to such prepayment event and a reasonably detailed calculation of the Net Proceeds therefromon such next succeeding Interest Payment Date.

Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% If at any time the outstanding balance of such Excess Cash Flow to prepay Borrowings in accordance with paragraph the aggregate Revolving Loan (dRevolver A) below exceeds the lesser of (A) the Maximum Amount (Revolver A) and (iiB) deliver the Borrowing Base (Revolver A), LESS, in each case, the aggregate outstanding Swing Line Loan (Revolver A) and Letter of Credit Obligations at such time, Borrowers shall immediately repay the aggregate outstanding Revolving Credit Advances (Revolver A) to the Administrative Agent a certificate signed by extent required to eliminate such excess. If any Financial Officer such excess remains after repayment in full of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger aggregate outstanding Revolving Credit Commitments or Post-Merger Revolving Advances (Revolver A), Borrowers shall provide cash collateral for the Letter of Credit Commitments, Obligations in the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior manner set forth in ANNEX B to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient extent required to eliminate such excess. (cii) The Borrower If at any time the outstanding balance of the aggregate Revolving Loan (Revolver B) exceeds the lesser of (A) the Maximum Amount (Revolver B) and (B) the Borrowing Base (Revolver B), LESS, in each case, the aggregate outstanding Swing Line Loan (Revolver B) at such time, Borrowers shall apply 100% immediately repay the aggregate outstanding Revolving Credit Advances (Revolver B) to the extent required to eliminate such excess. (iii) If at any time the outstanding balance of Net Proceeds promptly the aggregate Acquisition Loan exceeds the Maximum Amount (Acquisition Loan), Borrowers shall immediately repay the aggregate outstanding Acquisition Loan Advances to the extent required to eliminate such excess. (iv) Immediately upon its receipt thereof by any Credit Party of proceeds of any asset disposition (orincluding condemnation proceeds, but excluding proceeds of asset dispositions permitted by SECTION 6.8 (A)) or any sale of Stock of any Subsidiary of any Credit Party, Borrowers shall prepay the Loans in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if applicableany, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such termand (D) to prepay Borrowings an appropriate reserve for income taxes in accordance with paragraph GAAP in connection therewith. Any such prepayment shall be applied in accordance with CLAUSE (dC) below; provided. (v) If Hi-Rise issues Stock or any warrants, howeveroptions or other rights to acquire Stock of Hi-Rise (other than Stock of Hi-Rise and warrants, that, options and other rights to acquire Stock of Hi-Rise issued to Borrowers' employees and consultants or in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply connection with any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (cAcquisition), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not no later than the later Business Day following the date of receipt of the proceeds thereof, Borrowers shall prepay the Loans in an amount equal to seventy-five percent (75%) of all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with CLAUSE (C) below. (vi) Commencing with the Fiscal Year ending December 31, 1999 and until the Termination Date, Borrowers shall prepay the Obligations on the earlier of the date which is ten (10) days after (A) the date on which a Responsible Officer of Borrowers' annual audited Financial Statements for the Borrower becomes aware that such prepayment will be made and immediately preceding Fiscal Year are delivered pursuant to ANNEX E or (B) the date that is three Business Days prior on which such annual audited Financial Statements were required to be delivered pursuant to ANNEX E, in an amount equal to fifty percent (50%) of Excess Cash Flow for the date of immediately preceding Fiscal Year. Each such prepaymentprepayment shall be accompanied by a certificate signed by Borrower Representative's chief financial officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, a notice of such prepayment. Such which certificate shall also describe be in reasonable detail the facts form and circumstances giving rise substance reasonably satisfactory to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromAdministrative Agent.