Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (ai) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% Without the written consent of the Net Cash Proceeds thereof shall be applied on Supermajority Revolving Credit Lenders (and for the date avoidance of such issuance or incurrence toward doubt, without the prepayment need for the consent of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(eany other Lender), if on any date day following the Amendment No. 5 Effective Date, the Borrower or any Group Member shall receive Restricted Subsidiary or Securitization Subsidiary receives any Net Available Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with Specified Senior Indebtedness (other than Specified Senior Indebtedness of the type described in clause (a) of the definition thereof) (excluding Net Available Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount drawings with respect to $500,000,000 of commitments of variable funding notes to the relevant Reinvestment Event extent any and all Securitization Assets in respect thereof are located only in the State of Texas and/or the State of Florida), the Borrower shall prepay or cause to be applied toward the prepayment prepaid an aggregate principal amount of the Term Loans as set forth and/or Other Applicable Indebtedness, in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). Each prepayment of the Term Loans under Section 2.12 shall be accompanied by accrued interest each case, on or prior to the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after the receipt of such distribution is permittedNet Available Cash, equal to: (A) with respect to the Net Available Cash from the first $1,915,000,000 principal (or like) amount of such Specified Senior Indebtedness received after the Amendment No. 5 Effective Date, at least 40.0% (with such percentage required to be met on a cumulative basis with respect to all Net Available Cash described in this clause (A)), of the aggregate amount of such Net Available Cash received by the Borrower or any Restricted Subsidiary or Securitization Subsidiary following the Amendment No. 5 Effective Date and (B) with respect to all additional Net Available Cash from such Specified Senior Indebtedness received after the Amendment No. 5 Effective Date, 100% of such Net Available Cash received by the Borrower or any Restricted Subsidiary or Securitization Subsidiary. (ii) (A) Subject to Section 2.05(b)(ii)(B), and any Customary Intercreditor Agreement, if following the Closing Date (x) the Borrower or any Restricted Subsidiary consummates any non-ordinary course sale, transfer or other disposition of property or assets permitted by Section 7.05(a)(ii), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Available Cash in excess of (x) prior to the Conversion Date, $100.0 million and (y) after the Conversion Date, the greater of $100.0 million and 3.5% of LTM EBITDA in the case of each of, a single Asset Disposition or Casualty Event or series of related Asset Dispositions or Casualty Events, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to 100% of such Net Available Cash (the “Applicable Proceeds”) realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) (I) with respect to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Available Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items intends to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds reinvest in accordance with this paragraph 2.12(e)(iiSection 2.05(b)(ii)(B), (II) will not be required to be applied to repay Loans at until the times provided aggregate amount of Net Available Cash is reinvested in accordance with Section 2.12(b2.05(b)(ii)(B) and may be deducted from any amounts otherwise due under Section 2.12(b). Once within the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans time periods set forth therein or (not later than five (5III) Business Days after such determination) by an amount equal with respect to such portion of such affected amount, except, for the avoidance of doubt, Net Available Cash that is used to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent repay Other Applicable Indebtedness as permitted under Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States2.05(b)(ii)(C). (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If Upon receipt by the Borrower or any Indebtedness of its Subsidiaries of any Net Proceeds with respect to an Asset Disposition, (i) if such Net Proceeds exceed $10,000,000 or (ii) if such Net Proceeds do not exceed $10,000,000 but such Net Proceeds, together with all other Net Proceeds from other, prior Asset Dispositions in the same fiscal year of the Borrower, which, in each case, have not exceeded $10,000,000, exceed $25,000,000, then on the first Business Day after the receipt of Net Proceeds from such Asset Disposition, the Revolving Credit Loans shall be issued or incurred by any Group Member (excluding any Indebtedness incurred prepaid, without an accompanying reduction of the Commitments, in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% of such Net Proceeds (or, in the case of Net Cash Proceeds thereof described in clause (ii) of this paragraph (a), if less, the amount by which such Net Proceeds, together with such other Net Proceeds, exceed $25,000,000). To the extent that the Borrower makes mandatory prepayments with such Net Proceeds under subsection 2.7(a) of the Five Year Facility Credit Agreement, no mandatory prepayment shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(ddue under this subsection 2.7(a). (b) Subject In the event of any Change in Control, if the Majority Banks give the Borrower a notice within 30 days of the announcement of such Change in Control requiring the Borrower to Section 2.12(eprepay the Loans in full, then the Borrower shall prepay the Loans in full on a date determined by the Borrower and notified by the Borrower pursuant to the procedures of subsection 2.6 which is not more than 90 days after such Change in Control. If the Loans are required to be prepaid in full pursuant to this subsection 2.7(b), if on any date any Group Member such Loans shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with be permitted to be reborrowed and the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, Commitments shall be applied on the fifth Business Day after receipt toward the prepayment deemed to be terminated as of the Term Loans as set forth in Section 2.12(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 date of the Term Loans as set forth in Section 2.12(d)such prepayment. (c) [Reserved]If, after giving effect to any termination or reduction of any Commitments pursuant to subsection 2.5 or this subsection 2.7, the outstanding aggregate principal amount of the Loans exceeds the aggregate amount of such Commitments then in effect, the Borrower shall pay or prepay such Loans (including, without limitation, the Bid Loans) on the date of such termination or reduction in an aggregate principal amount at least equal to such excess, together with interest thereon accrued to the date of such payment or prepayment. All prepayments made pursuant to this subsection 2.7(c) shall be applied first to the Revolving Credit Loans until such Loans are paid in full and second to the Bid Loans. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). Each prepayment of the Term Loans under Section 2.12 pursuant to this subsection 2.7 shall be accompanied by payment in full of all accrued interest thereon to and including the date of such prepayment on the amount prepaidprepayment, together with any additional amounts owing pursuant to subsection 2.17. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (7.2, other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)paragraph (g) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d2.11(d). (b) Subject to Section 2.12(e), if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute then, unless a Reinvestment Event or an MF Required DispositionNotice shall be delivered in respect thereof, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth within three (3) Business Day after receipt Days of such date toward the prepayment of the Term Loans as set forth in Section 2.12(d2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any Fiscal Year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(d2.11(d). (c) [Reserved]If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount (the “ECF Application Amount”) equal to (i)(A) such Excess Cash Flow multiplied by (B) the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow) to the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of Excess Cash Flow), toward the prepayment of the Term Loans as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the Fiscal Year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Term Loans under Section 2.12 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If any Capital Stock or Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred Capital Stock issued to a Group Member in accordance with Section 7.2 (other than 7.7 and any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), Indebtedness permitted by Section 7.2) an amount equal to 100% of the Net Cash Proceeds thereof shall be applied by the Borrower on the date of receipt thereof by such issuance or incurrence Group Member toward the prepayment of the Term Loans as set forth in Section 2.12(d2.9(c). (b) Subject to Section 2.12(e), if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute then, unless, a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events Notice shall have been timely delivered in such fiscal year exceed $40,000,000, thenrespect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied by the Borrower no later than the end of the fiscal month in excess of $40,000,000, and an amount equal to all which such Net Cash Proceeds are received thereafter (or, if the aggregate amount of such Net Cash Proceeds is less than $15,000,000, no later than the end of the fiscal month following the fiscal month in which such fiscal year, shall be applied on the fifth Business Day after receipt Net Cash Proceeds are received) toward the prepayment of the Term Loans as set forth in Section 2.12(d2.9(c); provided, provided that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing prepayment requirement pursuant to Reinvestment Notices 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 the prepayment of the Term Loans as set forth in Section 2.12(d2.9(c). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 2.9 shall be applied to made ratably among the prepayment Lenders of the Term Loans. The application of any prepayment made pursuant to this Section 2.9 shall be made, first, to ABR Loans in accordance with Section 2.18(b)and, second, to Eurodollar Loans. Each prepayment of the Term Loans under Section 2.12 2.9 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding prepaid and, if a Eurodollar Loan is prepaid on any provision to day other the contrary in this Agreement, the following amounts shall be excluded from the calculation last day of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by Interest Period applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal Borrower shall also pay amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitmentsowing pursuant to Section 2.18.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 Consolidated Entity (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)as permitted under Section 6.01), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans ratably in accordance with the respective outstanding principal amounts thereof and as otherwise set forth in Section 2.12(d2.14(c); provided that no prepayment shall be required to be made pursuant to this subsection (a) if the Leverage Ratio on the last the day of the fiscal quarter most recently ended is 3.00 to 1.00 or less. (b) Subject to Section 2.12(e), if If on any date any Group Member Consolidated Entity shall receive Net Cash Proceeds from in connection with any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to Receivables Financing Program then such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt such date toward the prepayment of the Term Loans ratably in accordance with the respective outstanding principal amounts thereof and as otherwise set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d2.14(c). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 2.14 shall (i) be applied to the prepayment remaining installments thereof as directed by the Parent Borrower and in accordance with Section 2.21(b) and (ii) be reduced (but not below zero) to the extent of prepayments of the Term Loans in accordance with prepaid pursuant to Section 2.18(b)2.13 at any time during the twelve month period ending on the date such prepayment would otherwise be required under this Section 2.14. Each prepayment of the Term Loans under Section 2.12 Prepayments shall be accompanied by made, first, to ABR Loans and, second, to Eurocurrency Loans and in each case, together with accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding prepaid and the principal amount of Term Loans and accrued interest thereon to be paid by the applicable Borrower pursuant to any provision to such prepayment shall not exceed in the contrary in this Agreement, aggregate the following amounts shall be excluded from the calculation of the amount applicable portion of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If Immediately upon receipt by the Borrower or any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% of the its Subsidiaries of Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Dispositionin excess of $5,000,000 in any Fiscal Year, which, together the Borrower shall prepay the Obligations in accordance with the Net Cash Proceeds received from all other Asset Sales or Recovery Events Section 2.12(e) in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds, except to the extent that such Net Cash Proceeds are reinvested in excess any existing, or related, line of $40,000,000business of the Borrower or any Subsidiary within 180 days of such Asset Sale or Recovery Event (it being understood that such prepayment shall be due immediately upon the expiration of such 180 day period to the extent not reinvested); provided, and that if after giving effect to such Asset Sale or Recovery Event the Loan to Value Ratio exceeds 85% then to the extent necessary to cause the Loan to Value Ratio to be equal to or less than 85% the Borrower shall make such prepayment immediately upon the receipt of such Net Cash Proceeds. (b) Immediately upon the receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds of any issuance of Indebtedness (other than Indebtedness permitted under Section 7.1), the Borrower shall prepay the Obligations in accordance with Section 2.12(e) in an amount equal to all such Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d)Proceeds. (c) [Reserved]Immediately upon the receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds from the issuance of any Capital Stock (other than Capital Stock issued by a Subsidiary to the Borrower or another Subsidiary), the Borrower shall prepay the Obligations in accordance with Section 2.12(e) in an amount equal to such Net Cash Proceeds. (d) Amounts to be applied in connection Within ninety days after the end of each Fiscal Year, commencing with prepayments made pursuant to Section 2.12 the Fiscal Year ending December 31, 2012, the Borrower shall be applied to prepay the prepayment of the Term Loans Obligations in accordance with Section 2.18(b). Each prepayment 2.12(e) Table of Contents in an amount equal to 50% of Consolidated Excess Cash Flow for such Fiscal Year minus the amount of any voluntary prepayments made on the Term Loans under Section 2.12 shall be accompanied by accrued interest to the date of Loan during such prepayment on the amount prepaidperiod. (e) Notwithstanding any provision Any prepayments made by the Borrower pursuant to Sections 2.12(a), (b), (c) or (d) above shall be applied as follows: first, to the contrary principal balance of the Term Loans, until the same shall have been paid in this Agreementfull, pro rata to the following amounts Lenders based on their Pro Rata Shares of the Term Loans, and applied to the principal installments thereof on a pro rata basis; second, to the principal balance of the Swing Line Loans, until the same shall have been paid in full, to the Swingline Lender, third, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments and fourth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be excluded from the calculation of permanently reduced by the amount of Net Cash Proceeds from any Asset Sale prepayments made pursuant to clauses second through fourth above, unless a Default or Recovery Eventan Event of Default has occurred and is continuing and the Required Revolving Lenders so request. (f) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, as applicable: reduced pursuant to Section 2.8 (iincluding after giving effect to the mandatory reduction of Aggregate Revolving Commitments pursuant to Section 2.8(c)) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicableotherwise, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term immediately repay Swingline Loans (not later than five (5) Business Days after such distribution is permitted) by and Revolving Loans in an amount equal to such portion of excess, together with all accrued and unpaid interest on such affected amount, except, for the avoidance of doubt, excess amount and any amounts due under Section 2.19. Each prepayment shall be applied first to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or Swingline Loans to the full extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net thereof, second to the Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, the Borrower shall Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event Collateralize its reimbursement obligations with respect to a Foreign Subsidiary, all Letters of Credit in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall excess plus any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United Statesaccrued and unpaid fees thereon. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (ai) If any Indebtedness shall be issued Loan Party or incurred by any Group Member (excluding of its Subsidiaries receives any Indebtedness incurred in accordance with Section 7.2 Net Cash Proceeds from any Disposition (other than any Credit Disposition permitted under Sections 7.05(b), 7.05(c), 7.05(e), 7.05(f) 7.05(h) or 7.05(i) (which proceeds in the case of Section 7.05(i) shall be subject to a partial reinvestment right in accordance with the second proviso to Section 7.05 addressing Section 7.05(i)) and Dispositions not to exceed $25,000 individually and $1,000,000 in the aggregate during the term of this Agreement), the Borrower shall, subject to Sections 2.02(b)(vi) and 2.02(c), cause to be prepaid an aggregate principal amount of the Loans equal to 100% of all Net Cash Proceeds received therefrom on the date which is six (6) Business Days after the receipt of such Net Cash Proceeds. (ii) If any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds from any Casualty Event, the Borrower shall, subject to Sections 2.02(b)(vi) and 2.02(c), cause to be prepaid an aggregate principal amount of the Loans equal to 100% of all Net Cash Proceeds received therefrom on the date which is six (6) Business Days after the receipt of such Net Cash Proceeds; provided, that so long as no Event of Default shall have occurred and be continuing and the aggregate Net Cash Proceeds from all Casualty Events during the term of this Agreement Refinancing Facilities does not exceed $10,000,000, the Borrower may elect to have the applicable Loan Party or Permitted External Refinancing Debt))Subsidiary reinvest all or a portion of such Net Cash Proceeds in replacement assets within 360 days following receipt of such Net Cash Proceeds; provided, further, that if any such Net Cash Proceeds are no longer intended to be so reinvested or are not reinvested by the end of such period, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess shall be promptly applied to prepayment of $40,000,000the Loans. (iii) If any Loan Party or any of its Subsidiaries incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, and the Borrower shall, subject to Section 2.02(b)(vi) cause to be prepaid an aggregate principal amount of the Loans equal to 100% of all Net Cash Proceeds received thereafter in such fiscal year, shall be applied therefrom on the fifth date which is six (6) Business Day Days after the receipt toward of such Net Cash Proceeds, plus the prepayment of the Term Loans as set forth in Section 2.12(d); providedMake-Whole Premium, 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 Term Loans as set forth in Section 2.12(d)if applicable. (civ) [Reserved]. (dv) Amounts The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be applied in connection with prepayments made pursuant to clauses (i) through (iii) of this Section 2.12 shall be applied to the prepayment 2.02(b) within one (1) Business Day of receipt of the Term Loans in accordance with Section 2.18(b)applicable Net Cash Proceeds pursuant to a Prepayment Notice. Each prepayment of the Term Loans under Section 2.12 such notice shall be accompanied by accrued interest to specify the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts which notice shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than least five (5) Business Days after prior to the date of prepayment) and provide a reasonably detailed calculation of the amount of such distribution is permitted) by an amount equal prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s Prepayment Notice and of such Lender’s Pro Rata Share of the prepayment, in each case, with accrued and unpaid interest on the Loans to be repaid and the Make-Whole Premium, if any, with respect to such portion of such affected amount, except, for Loans. For the avoidance of doubt, (x) the outstanding Loan amount shall include accrued interest and capitalized interest already added to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and Loan balance and (iiy) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds prepayment shall be applied in accordance with this paragraph 2.12(e)(iiSection 8.03 if then applicable. (vi) will not be required to be applied to repay Loans at Notwithstanding the times provided in Section 2.12(b) and foregoing, each Lender may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in decline all or a portion of its reasonable judgment that a distribution Pro Rata Share of any of mandatory prepayment pursuant to this Section 2.02(b) (such affected Net Cash Proceeds would cease to result in adverse tax consequencesdeclined amounts, the Parent “Declined Proceeds’’) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower shall prepay the Term Loans (not no later than five 5:00 p.m. (5New York, New York time) on the date that is three (3) Business Days after such determination) by an amount equal to such portion the date of such affected amount, except, for Lender’s receipt of notice from the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes Administrative Agent regarding such prepayment. Notwithstanding anything Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment to be declined by such Lender. If a Lender fails to deliver a’ Rejection Notice to the contrary in this Section 2.12Administrative Agent within the time frame specified above, in no event shall any Group Member be required or such Rejection Notice fails to repatriate cash of Non-Domestic Subsidiaries to specify the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents principal amount of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal mandatory prepayment to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafterbe declined, then on such second Business Day thereafter, Lender shall be deemed to have accepted the Borrowers shall, without notice or demand, immediately repay total amount of such of mandatory prepayment. Any Declined Proceeds may be retained by the outstanding Revolving Extensions of Credit Borrower and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitmentsused for general corporate purposes and working capital.

Mandatory Prepayments. (ai) If Upon the receipt by (or for the account of) any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% Loan Party of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess respect of $40,000,000any Prepayment Event, and an amount equal to all Net Cash Proceeds received thereafter the Borrowers shall prepay the Loans in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment lesser of (i) the outstanding principal amount of the Loans and (ii) such Net Proceeds in accordance with (and subject to) subsection (b) below. Each such prepayment shall be required to be made not later than the fifth Business Day following receipt of such Net Proceeds; provided that if the Net Proceeds in respect of any Prepayment Amount Event are less than $5,000,000, no such prepayment shall be required until the amount of such Net Proceeds, together with the amount of all other Net Proceeds in respect of Prepayment Events in respect of which no prepayment under this subsection (a) shall have theretofore been made because such Net Proceeds aggregated less than $5,000,000, are equal to the relevant Reinvestment Event at least $5,000,000 (at which time all such Net Proceeds shall be applied toward the to make a prepayment of the Term Loans as set forth in Section 2.12(drequired by this subsection (a)(i)). (cii) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to If at any date the prepayment of Total Outstandings exceed the Term Loans in accordance with Section 2.18(b). Each prepayment of the Term Loans under Section 2.12 shall be accompanied by accrued interest to the date Maximum Facility Availability calculated as of such prepayment on date, then not later than the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreementnext succeeding Business Day, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower Borrowers shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by in an amount equal to or greater than such portion excess (and if the amount of such affected amount, except, for excess is greater than the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the then aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency SublimitLoans, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and shall cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, accordance with Section 2.06(k) to the extent necessary) so that the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not Outstandings no longer exceed the Total Revolving CommitmentsMaximum Facility Availability. (iii) On each Business Day, all amounts collected in the Sweep Account will be applied to the repayment of Loans in accordance with (and subject to) subsections (b) and (d) below.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing DebtIndebtedness incurred in accordance with Section 7.2(i))), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d2.11(e); provided, that the foregoing percentage shall be reduced to 50% if the Consolidated Leverage Ratio as of the last day of the period of four consecutive fiscal quarters most recently ended is less than or equal to 2.0 to 1.0 and the Consolidated Fixed Charge Coverage Ratio as of the last day of the period of four consecutive fiscal quarters most recently ended is greater than 1.0 to 1.0. (b) Subject to Section 2.12(e), if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute then, unless a Reinvestment Event or an MF Required DispositionNotice shall be delivered in respect thereof, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt such date toward the prepayment of the Term Loans as set forth in Section 2.12(d2.11(e); provided, that, notwithstanding the foregoing, (i) up to $1,000,000 of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events may be excluded from the foregoing requirement pursuant to a Reinvestment Notice in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(d2.11(e). (c) [Reserved]If, for any fiscal year of the Borrower, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Loans as set forth in Section 2.11(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are delivered to the Lenders. (d) If on any date any Group Member shall receive Net Cash Proceeds from any capital contribution to, or issuance of Capital Stock of, any Group Member (other than pursuant to any employee stock, stock option compensation plan or an equity investment by the Equity Investors or any of their respective Affiliates to the Borrower), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such capital contribution or issuance toward the prepayment of the Loans as set forth in Section 2.11(e); provided, that the foregoing percentage shall be reduced to 50% to the extent that the Consolidated Leverage Ratio on a pro forma basis after giving effect such contribution or issuance is less than or equal to 2.0 to 1.0. (e) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Term Loans under Section 2.12 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (ef) Notwithstanding No repayment or prepayment pursuant to this Section 2.11 or Section 2.10 shall affect any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from Borrower’s obligations under any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United StatesSwap Agreement. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If any Indebtedness Capital Stock shall be issued by the Borrower or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 of its Restricted Subsidiaries (other than in the case of any Credit Agreement Refinancing Facilities Restricted Subsidiary, an issuance to the Borrower or Permitted External Refinancing Debt)any other Restricted Subsidiary), an amount (i) if the Borrower’s Consolidated Senior Leverage ratio is equal to or greater than 1.50 to 1.00 on the date of such issuance, 100% of the Net Cash Proceeds thereof of such issuance shall be applied on the date of such issuance or incurrence toward to the prepayment of the Term Loans as set forth in Section 2.12(d)Loans, and (ii) if the Borrower’s Consolidated Senior Leverage Ratio is less than 1.50 to 1.00 on the date of such issuance, 50% of the Net Cash Proceeds of such issuance shall be applied on the date of such issuance to the prepayment of the Loans. (b) Subject to Section 2.12(e), if If on any date the Borrower or any Group Member of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Dispositionthen, which, together with the within 180 days of such date of receipt of such Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, thenProceeds, an amount equal to 100% of such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on at the fifth Business Day after receipt toward Borrower’s option to any one or more of the following: (i) the prepayment of the Term Loans as set forth in Loans, or (ii) to purchase assets or property constituting Collateral. The provisions of this Section 2.12(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, 2.06(b) do not constitute a consent to an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(d)Asset Sale not otherwise permitted under this Agreement. (c) [Reserved]In the event that any Loan Party shall receive Net Cash Proceeds from the issuance, incurrence or placement of Indebtedness of any Loan Party, the Borrower shall on such date, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans. (d) Amounts to be applied in connection with All prepayments of Loans made pursuant to this Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). Each prepayment of the Term Loans under Section 2.12 2.06 shall be accompanied by payment of the Applicable Prepayment Premium and all accrued interest to the date of on such prepayment on the amount prepaidLoans. (e) Notwithstanding any provision Prior to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount date that is excluded from 181 days after the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required Closing Date, each Lender shall have ten days to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution accept or reject its pro rata share of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary mandatory prepayments described in this Section 2.122.06. In the event any Lender does not accept its pro rata share within such ten day period, in no event the amounts so rejected shall any Group Member be required offered to repatriate cash of Noneach non-Domestic Subsidiaries rejecting Lender thereunder. Any mandatory prepayments remaining after being reoffered to such non-rejecting Lenders shall be returned by the Administrative Agent to the United States. (f) IfBorrower and used for general working capital purposes, on any date, (i) the aggregate Dollar Equivalents including voluntary prepayments of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving CommitmentsLoans.

Mandatory Prepayments. Subject to subsection (ae) If of this Section, upon the receipt by the Borrower or any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 of its Subsidiaries (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% a Joint Venture Subsidiary) of the Net Cash Proceeds thereof in respect of any Prepayment Event, the Borrower shall be applied on the date of such issuance or incurrence toward the prepayment of prepay the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in Proceeds. Each such fiscal year, prepayment shall be applied required to be made on the fifth Business Day after receipt toward the prepayment last day of the Term Loans reinvestment period for the relevant Prepayment Event as set forth in Section 2.12(d); providedthe definition of "Net Cash Proceeds" or, thatif earlier, notwithstanding the foregoing, date on each Reinvestment Prepayment Date, an amount equal which the Borrower decides to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of prepay the Term Loans as set forth with the Net Cash Proceeds of such Prepayment Event; provided that if the Net Cash Proceeds in Section 2.12(d). respect of any Prepayment Event are less than $25,000,000, no such prepayment shall be required until the amount of such Net Cash Proceeds, together with the amount of all other Net Cash Proceeds in respect of which no prepayment under this subsection (c) [Reserved]. (d) Amounts shall have theretofore been made, are equal to be applied at least $25,000,000. Pending the final application of Major Casualty Proceeds or any cash proceeds in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment respect of the Term Loans an Asset Sale, a Debt Incurrence or an Equity Issuance in accordance with Section 2.18(b). Each prepayment the terms 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) Notwithstanding any provision to the contrary in this Agreement, the following Borrower may temporarily repay Revolving Loans or otherwise invest such amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from in any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount manner that is excluded from the calculation of Net Cash Proceeds in accordance with not prohibited by this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United StatesAgreement. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Casualty Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, Taking shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount occur with respect to any Project, the relevant Reinvestment Event shall be applied toward Borrower, upon the prepayment Borrower’s or the Administrative Agent’s receipt of the Term Loans as set forth applicable Insurance Proceeds or Condemnation Awards, shall prepay the Loan, if required by the provisions of Article X, on the dates and in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made the amounts specified therein without premium, or, if, pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b10.03(j). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Administrative Agent applies Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay the Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary without premium (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiarybut, in each case, such repayments are subject to the extent that provisions of Sections 2.08 and 5.05) but, if the Parent portion of the Outstanding Principal Amount consisting of Base Rate Loans is less than the amount of Insurance Proceeds or Condemnation Awards received, or Net Proceeds retained, as applicable, then the amounts so applied to prepay the Loans shall be applied first to prepay in full the Base Rate Loans without premium and then, at the instruction of the Borrower has determined (provided no Event of Default is then continuing), such Insurance Proceeds, Condemnation Awards or Net Proceeds, as applicable, shall be held in its reasonable judgment that a Controlled Account by the distribution Administrative Agent and applied, until Eurodollar Loans shall have matured, in which case, such Insurance Proceeds, Condemnation Awards or Net Proceeds held in the Controlled Account shall be applied in repayment of such Eurodollar Loans on the next Payment Date or successive Payment Dates until all such funds have been so applied to prepay the Loan (and in such case the amount so held shall continue to bear interest at the rate(s) provided in this Agreement until so applied to prepay the Loan). Nothing in this Section 2.07 shall be deemed to limit any obligation of the Borrower under the Deeds of Trust or any other Security Document, including any obligation to remit to the Cash Trap Account, Project-Level Account, or a Controlled Account pursuant to the Deeds of Trust or any of the other Security Documents the Insurance Proceeds, Condemnation Awards or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred other compensation received in respect of such Net Cash Proceeds any Casualty Event or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United StatesTaking. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If any Indebtedness The Borrower shall be issued or incurred by any Group Member (excluding any Indebtedness incurred prepay the Term Loans in accordance with clause (c) below: (i) within ten Business Days of receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds arising from (A) any Asset Sale permitted under Section 7.2 8.4(g) (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt))Sale of Assets) in excess of $300,000,000, in an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000300,000,000; and (B) any other Asset Sale or any Property Loss Event, and in an amount equal to all 100% of such Net Cash Proceeds; and (ii) within ten Business Days of receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds received thereafter arising from any Debt Issuance (other than any Debt Issuance permitted by this Agreement (other than pursuant to Section 8.1(a)(ii) (Indebtedness)), in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 100% of the Term Loans as set forth in Section 2.12(d)such Net Cash Proceeds. (cb) [Reserved]. If the Net Senior Secured Leverage Ratio as of the last day of any Fiscal Year (dcommencing with the Fiscal Year ended on or around December 31, 2014) Amounts is greater than 2.5 to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied 1.0 and if and to the prepayment of extent that Excess Cash Flow exceeds $20,000,000 for the relevant period, the Borrower shall prepay the Term Loans in accordance with clause (c) below, within ten Business Days after the delivery of Financial Statements pursuant to Section 2.18(b). Each 6.1(b) (Financial Statements) for such Fiscal Year, in an amount equal to (i) 50% of Excess Cash Flow of the Borrower and its Subsidiaries for such Fiscal Year minus (ii) the sum of (x) any optional prepayments of Term Loans made pursuant to Section 2.8(b) (Optional Prepayments) in such Fiscal Year or after the end of such Fiscal Year (and not previously applied by the Borrower in such Fiscal Year to reduce the prepayment required by this clause (b) for the preceding Fiscal Year) but before the date of prepayment under this clause (b) and (y) the amount of any permanent voluntary reductions of the Revolving Credit Commitments hereunder during such Fiscal Year plus the amount of any permanent voluntary reductions of the Revolving Credit Commitments hereunder after the end of such Fiscal Year (and not previously applied by the Borrower in such Fiscal Year to reduce the prepayment required by this clause (b) for the preceding Fiscal Year) but before the date of prepayment under this clause (b) to the extent that an equal amount of Revolving Loans hereunder was simultaneously repaid; provided, however, that (A) any optional prepayments of the Term Loans under Section 2.12 shall be accompanied by accrued interest on or after the date that is 180 days prior to the date Latest Maturity Date, (B) any repayment of such prepayment on the amount prepaidTerm Loans with proceeds of Loan Agreement Refinancing Debt incurred pursuant to Section 8.1(a)(ii) (Indebtedness), (C) any optional prepayments of the Term Loans pursuant to Section 2.8(f) (Optional Prepayments) and (D) any open market purchases by Holdings, the Borrower or any of their respective Subsidiaries pursuant to Section 11.2(j) (Assignments and Participations), shall not be included for purposes of clause (ii)(A) above. (ec) Notwithstanding any provision Subject to the contrary in this Agreement, the following amounts shall be excluded from the calculation provisions of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: Section 2.13(g) (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(bPayments and Computations) and may be deducted from any amounts otherwise due under Section 2.12(bSection 2.22(c), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (ai) If Upon the receipt by Equistar or any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 of its Subsidiaries (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% a Joint Venture Subsidiary) of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess respect of $40,000,000any Prepayment Event, and an amount equal to all Net Cash Proceeds received thereafter the Borrowers shall prepay the Loans in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 lesser of the Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution outstanding principal amount of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of Loans and (ii) such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i(and subject to) will not subsection (c) below. Each such prepayment shall be required to be applied to repay Loans at made not later than the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any third Business Day following receipt of such affected Net Cash Proceeds; provided that if the Net Cash Proceeds is permitted in respect of any Prepayment Event arising from an Asset Sale of Collateral or receipt of Major Casualty Proceeds are less than $10,000,000, no such prepayment shall be required until the amount of such Net Cash Proceeds, together with the amount of all other Net Cash Proceeds in respect of Prepayment Events arising from Asset Sales of Collateral or receipt of Major Casualty Proceeds in respect of which no prepayment under this subsection (b) shall have theretofore been made because such Net Cash Proceeds aggregated less than $10,000,000, are equal to at least $10,000,000. (ii) If at any date the applicable local lawTotal Outstandings exceed the Maximum Facility Availability calculated as of such date, the Parent Borrower shall prepay the Term Loans (then not later than five the next succeeding Business Day, the Borrowers shall be required to take one of the following actions (5as elected by the Borrowers): (A) Business Days after such distribution is permittedprepay the Loans, (B) by deposit cash in the Cash Collateral Account or (C) a combination of (A) and (B), in each case in an amount equal to such portion of such affected amountexcess so that the Total Outstandings no longer exceed the Maximum Facility Availability. So long as either (x) no Default exists or (y) Total Outstandings are zero, except, for any cash so deposited shall be released to the avoidance of doubt, Borrowers if and to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such thatTotal Outstandings, after giving effect theretoto such release, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does would not exceed the Foreign Currency Sublimit or Maximum Facility Amount. (iiiii) During each Sweep Period, all amounts collected in the Total Revolving Extensions Sweep Account will be applied to the repayment of Credit Loans in accordance with (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollarsand subject to) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit subsection (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollarsc) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitmentsbelow.

Mandatory Prepayments. (a) If Subject to paragraph (f) of this Section 2.13, not later than the fifth Business Day following the receipt by Holdings or any Indebtedness of its Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale, the Borrower shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), apply an amount equal to 100% of the Net Cash Proceeds thereof received by Holdings or any of its Subsidiaries with respect thereto (subject to the restrictions set forth herein) to prepay outstanding Loans in accordance with Section 2.13(d); provided, however, that if (i) prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intent to reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrower and the Subsidiaries and (ii) no Event of Default shall have occurred and shall be applied on continuing at the time of such notice, then the Borrower shall not be required to prepay Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within one year after the date of receipt of such issuance Net Cash Proceeds (or, within such one-year period, the Borrower or incurrence toward the prepayment any of the Term Loans as set forth its Subsidiaries enters into a binding commitment to so reinvest in Section 2.12(dsuch Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 180 days after such binding commitment is so entered into). (b) Subject to paragraph (f) of this Section 2.12(e2.13, no later than the earlier of (i) 125 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the fifth Business Day following 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(d) in an aggregate principal amount equal to the excess, if on any, of (i) the applicable ECF Percentage of Excess Cash Flow for the fiscal year then ended over (ii) the aggregate principal amount of Loans prepaid pursuant to Section 2.12 during such fiscal year. (c) Subject to paragraph (f) of this Section 2.13, in the event that Holdings or any date any Group Member of its Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness (other than any Asset Sale cash proceeds from the issuance or Recovery Event that does incurrence of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not constitute a Reinvestment Event or an MF Required Disposition, which, together with later than the fifth Business Day next following) the receipt of such Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000Proceeds, then, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in accordance with Section 2.12(d2.13(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts So long as any Loans are outstanding, mandatory prepayments of outstanding Loans under this Agreement shall be allocated ratably among the Lenders that accept the same. Any 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 Loans required to be applied in connection with prepayments made by the Borrower pursuant to Section 2.12 shall be applied this Section, to the prepayment decline all (but not a portion) of the Term Loans in accordance with Section 2.18(b). Each prepayment of the Term Loans under Section 2.12 shall be accompanied by accrued interest to the date its pro rata share of such prepayment on (such declined amounts, the amount prepaid“Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). Any remaining Declined Proceeds may be retained by the Borrower. (e) Notwithstanding any provision The Borrower shall deliver to the contrary Administrative Agent, at or prior to the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in this Agreement, the following amounts shall be excluded from reasonable detail the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: such prepayment and (iii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiarypracticable, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) least three Business Days after such determination) by an amount equal to such portion prior written notice of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid; provided, however, that if at the contrary in time of any prepayment pursuant to this Section 2.122.13 there shall be outstanding Borrowings of different Types or Eurodollar Borrowings with different Interest Periods, in no event and if some but not all Lenders shall any Group Member have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be required allocated ratably to repatriate cash each outstanding Borrowing of Non-Domestic Subsidiaries the accepting Lenders. All prepayments of Borrowings under this Section 2.13 shall be subject to the United StatesSection 2.16, but shall otherwise be without premium or penalty. (f) IfNotwithstanding anything in this Section 2.13 to the contrary, on any dateuntil the Discharge of First Lien Obligations shall have occurred, (i) no mandatory prepayments of outstanding Loans that would otherwise be required under this Section 2.13 shall be required to be made, except for any portion of any corresponding mandatory prepayment as shall have been rejected by the term lenders under the First Lien Credit Agreement (and that is not applied to reduce outstanding Revolving Loans and Swingline Loans thereunder and as defined therein or to fund a cash collateral account with the Collateral Agent (as defined in the First Lien Credit Agreement) in an amount up to the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated Exposure (as defined in any L/C Foreign Currency exceeds an amount equal to 105% the First Lien Credit Agreement) at such time), in each case in accordance with and as required by Section 2.13(f) of the Foreign Currency SublimitFirst Lien Credit Agreement, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including references to the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second fifth Business Day thereafterfollowing the event giving rise to such mandatory prepayment in paragraphs (a), (b) and (c) above shall be deemed to be the Borrowers shall, without notice or demand, immediately repay such fifth Business Day next following the date of determination that proceeds of the outstanding Revolving Extensions event giving rise to such mandatory prepayment shall be applied to prepayments of the Loans in accordance with Section 2.13(f) of the First Lien Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving CommitmentsAgreement.

Mandatory Prepayments. (i) No later than 10 Business Days following the date of receipt by (x) the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Asset Sale after the Acquisition Effective Date, or (y) the Borrower or any of its Restricted Subsidiaries (or the Collateral Agent as loss payee) of Net Cash Proceeds in respect of any Recovery Event after the Acquisition Effective Date, the Borrower shall prepay the Loans as set forth in Section 2.07(d)(ii) in an amount equal to 100% of such Net Cash Proceeds; provided, that so long as no Event of Default shall have occurred and be continuing, the Borrower may, upon written notice to the Administrative Agent, directly or through one or more of its Restricted Subsidiaries, invest or commit in writing to invest such Net Cash Proceeds within 365 days of receipt thereof in assets useful in the business of the Borrower or any Restricted Subsidiary, which Investment may include the repair, restoration or replacement of the applicable assets thereof or Permitted Acquisitions to the extent such Investments are otherwise permitted under this Agreement; provided, further, that in the event such Net Cash Proceeds are committed in writing to be invested prior to such 365th day, the Borrower may invest such Net Cash Proceeds within 180 days after the expiration of such initial 365-day period. In the event that such Net Cash Proceeds are not reinvested by the Borrower prior to the earlier of (i) the last day of such 180 day period or 365 day period, as the case may be, and (ii) the date of the occurrence of an Event of Default, the Borrower shall prepay the Loans in an amount equal to such Net Cash Proceeds as set forth in Section 2.07(d)(ii). Notwithstanding the foregoing, neither the Borrower nor any of its Restricted Subsidiaries shall be required to repay the Loans with (i) Net Cash Proceeds of any Asset Sale or Recovery Event received on account of any ABL Priority Collateral, to the extent such Net Cash Proceeds are actually used to prepay amounts outstanding under the ABL Facility (with or without any reduction of ABL Commitments) in accordance with and within the time periods required by the ABL Credit Agreement and (ii) Net Cash Proceeds received by a Restricted Subsidiary that is an International Subsidiary to the extent that (a) the repatriation of such Net Cash Proceeds to fund such repayments would, in the good faith judgment of the Borrower, result in material adverse tax consequences to the Borrower or any of its Restricted Subsidiaries (taking into account any foreign tax credit or benefit received in connection with such repatriation) or conflict with applicable law and (b) such adverse tax consequences or legal limitation is not directly attributable to actions taken by the Borrower or any of its Subsidiaries with the intent of avoiding or reducing repayments required pursuant to this Section 2.07(b)(i). (ii) If Staples, Target or any Indebtedness shall be issued of their Restricted Subsidiaries (determined giving pro forma effect to the Transactions) receives (x) after the Closing Date and on or incurred by prior to the Acquisition Effective Date, Net Cash Proceeds in respect of any Group Member Divested Property in excess of $15,000,000 (excluding any Indebtedness incurred in accordance the aggregate for all Divested Properties), then substantially concurrently with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt))the closing of the Acquisition on the Acquisition Effective Date, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,00015,000,000 shall be applied by the Borrower to (1) prepay the Loans (for application as set forth in Section 2.07(d)(iii)) and (2) reduce the intended borrowings under the ABL Facility on the Acquisition Effective Date (without any reduction of ABL Commitments) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and any loans intended to be borrowed under the ABL Facility on the Acquisition Effective Date) and (y) following the Acquisition Effective Date, and Net Cash Proceeds in respect of any Divested Property in excess of $15,000,000 in any calendar year (in the aggregate for all Divested Properties), then no later than 10 Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries of such Net Cash Proceeds, an amount equal to all 100% of such Net Cash Proceeds received thereafter in excess of $15,000,000 shall be applied by the Borrower to prepay (1) the Loans (for application as set forth in Section 2.07(d)(iii)) and (2) any loans then outstanding under the ABL Facility (in accordance with the ABL Credit Agreement and with or without any reduction of ABL Commitments) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and any loans outstanding under the ABL Facility at such fiscal yeartime); provided that, in the case of each of clauses (x) and (y), if after giving pro forma effect to such reduction of borrowings or prepayment of amounts outstanding under the ABL Facility, as applicable, the Excess Availability (as such term is defined in the ABL Credit Agreement in the form attached as Exhibit O) is less than $1,000,000,000, then the portion of such Net Cash Proceeds allocated to reduce borrowings or prepay amounts outstanding under the ABL Facility, as applicable, shall be applied on increased in an amount sufficient to cause the fifth Business Day Excess Availability to equal $1,000,000,000 (and the portion allocated to prepay the Loans shall be reduced accordingly); provided, further, that, in the case of each of clauses (x) and (y), if after receipt toward the giving pro forma effect to such reduction of borrowings or prepayment of amounts outstanding under the Term ABL Facility, 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 that otherwise would have been required to be used to prepay the Loans shall be permitted to be reinvested as if they constituted Net Cash Proceeds from an Asset Sale pursuant to Section 2.07(b)(i), and, if not so reinvested at the end of the applicable period set forth in Section 2.07(b)(i), shall be used to prepay the Loans as set forth in Section 2.12(d2.07(d)(iii); provided, that, notwithstanding . Notwithstanding the foregoing, on each Reinvestment Prepayment Date, neither the Borrower nor any of its Restricted Subsidiaries shall be required to repay the Loans with Net Cash Proceeds in respect of any Divested Property by a Restricted Subsidiary that is an amount equal International Subsidiary to the Reinvestment Prepayment Amount extent that (a) the repatriation of such Net Cash Proceeds to fund such repayments would, in the good faith judgment of the Borrower, result in material adverse tax consequences to the Borrower or any of its Restricted Subsidiaries (taking into account any foreign tax credit or benefit received in connection with such repatriation) or conflict with applicable law and (b) such adverse tax consequences or legal limitation is not directly attributable to actions taken by the Borrower or any of its Subsidiaries with the intent of avoiding or reducing repayments required pursuant to this Section 2.07(b)(ii). For the avoidance of doubt, nothing in this Section 2.07(b)(ii) shall be interpreted to reduce the amount that would otherwise be released from the Escrow Account pursuant to the Escrow Agreement. (iii) On the date of receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds after the Acquisition Effective Date from the issuance or incurrence of any Indebtedness of the Borrower or any Restricted Subsidiary (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.01, but in any event, including Credit Agreement Refinancing Indebtedness), the relevant Reinvestment Event Borrower shall be applied toward prepay the prepayment of the Term Loans as set forth in Section 2.12(d2.07(d)(iv) in an aggregate amount equal to 100% of such Net Cash Proceeds (plus, if applicable, the premium described in Section 2.08(b)); (iv) In the event that there shall be Excess Cash Flow for any fiscal year of the Borrower (commencing with the fiscal year ending February 3, 2018) , no later than 95 days after the end of such fiscal year, the Loans shall be prepaid by the Borrower as set forth in Section 2.07(d)(ii) in an aggregate amount equal to (i) the Applicable ECF Percentage of such Excess Cash Flow (calculated after giving effect to amounts attributable to International Subsidiaries that cannot be repatriated, as set forth in the immediately following sentence), if any, for such fiscal year minus (ii) voluntary prepayments of the Loans in such fiscal year pursuant to Section 2.07(a), other than voluntary prepayments funded with the proceeds of long-term Indebtedness or of equity contributions made to, or Equity Interests issued by, the Borrower. Notwithstanding the foregoing, the Borrower shall not be required to repay the Loans with Excess Cash Flow attributable to any Restricted Subsidiary that is an International Subsidiary to the extent that (a) the repatriation of such Excess Cash Flow to fund such repayments would, in the good faith judgment of the Borrower, result in material adverse tax consequences to the Borrower or any of its Restricted Subsidiaries (taking into account any foreign tax credit or benefit received in connection with such repatriation) or conflict with applicable law and (b) such adverse tax consequences or legal limitation is not directly attributable to actions taken by the Borrower or any of its Subsidiaries with the intent of avoiding or reducing repayments required pursuant to this Section 2.07(b)(iv). (cv) [Reserved]. (d) Amounts In the event that the Collateral Agent delivers written notice to be applied in connection with prepayments made the Escrow Agent pursuant to Section 2.12 3(d) or Section 3(f) of the Escrow Agreement, the Initial Loans and all accrued interest thereon shall be applied to immediately due and payable, and the prepayment of Administrative Agent shall apply all proceeds received from the Term Loans Escrow Account in accordance with Section 2.18(b2.07(d)(iii). Each prepayment ; provided that if the amount of the Term Escrow Property is less than the amount required to prepay the Initial Loans under Section 2.12 shall be accompanied by and all accrued interest thereon in full on such date, Staples will deliver to the Administrative Agent, on the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreementprepayment, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United Statesdeficiency. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If In the event of any incurrence of Indebtedness shall be issued or incurred by any Group Member (excluding other than Indebtedness of any Indebtedness incurred in accordance with Section 7.2 Group Member permitted to be issued under subsection 8.2 (other than with respect to any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debtissuance of Senior Notes permitted under clause (h) thereof)), an amount equal to 100% of the Net Cash Proceeds thereof of such Indebtedness incurrence shall be applied on the date of such issuance or Indebtedness incurrence toward be applied to the prepayment of the Term Loans as set forth in Section 2.12(dsubsection 4.6(d). (b) Subject to Section 2.12(e), if on any date In the event of receipt by any Group Member shall receive of Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with (in excess of $7,500,000 in the Net Cash Proceeds received from aggregate for all other Asset Sales or and Recovery Events per fiscal year) by any Group Member then, unless the Borrower exercises its Reinvestment Rights in such fiscal year exceed $40,000,000, thenrespect thereof, an amount equal to 100% of the Net Proceeds of such Net Cash Proceeds in excess Asset Sale or Recovery Event shall on the date of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall receipt be applied on the fifth Business Day after receipt toward to the prepayment of the Term Loans as set forth in Section 2.12(dsubsection 4.6(d); provided, that, 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 Term Loans as set forth in Section 2.12(dsubsection 4.6(d). (c) [Reserved]If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply toward the prepayment of the Term Loans the ECF Percentage of such Excess Cash Flow less (solely to the extent not funded by the proceeds of Indebtedness) (x) the aggregate amount of all optional prepayments of Term Loans pursuant to subsection 4.5 or subsection 4.23 made during such fiscal year (provided that with respect to any prepayment pursuant to subsection 4.23, the aggregate amount of such prepayment for purposes of this clause shall be the amount of the Borrower’s cash payment in respect of such prepayment) and (y) the aggregate amount of all optional repayments of Revolving Credit Loans pursuant to subsection 4.5 made during such fiscal year that are accompanied by an equivalent permanent reduction in the Revolving Credit Commitments. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in subsection 7.1, for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Amounts Partial prepayments of the Term Loans pursuant to subsection 4.6 shall be applied first, to the next eight installments thereof scheduled to be applied paid in connection with direct order, and second, to the remaining installments on a pro rata basis (other than the repayment to be made on the Term Loan Maturity Date); provided that prepayments made of Eurodollar Loans pursuant to Section 2.12 this subsection 4.6, if not on the last day of the Interest Period with respect thereto, shall, at the Borrower’s option, as long as no Event of Default has occurred and is continuing, be prepaid subject to the provisions of subsection 4.19 or such prepayment (after application to any ABR Loans, in the case of prepayments by the Borrower) shall be deposited with the Administrative Agent as Cash Collateral for such Eurodollar Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied to the prepayment of the Term Eurodollar Loans in accordance with Section 2.18(b). Each prepayment on the last day of the Term respective Interest Periods for such Eurodollar Loans under Section 2.12 shall be accompanied by accrued interest next ending most closely to the date of receipt of such prepayment Net Proceeds. After such application, unless a Default or an Event of Default shall have occurred and be continuing, any remaining interest earned on such Cash Collateral shall be paid to the amount prepaidBorrower. (e) Notwithstanding any provision to the contrary Except as set forth in subsection 4.19, all payments made under this Agreement, the following amounts shall subsection 4.6 will be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale without penalty or Recovery Event, as applicable:premium. (if) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary contained in this Section 2.12subsection 4.6, in no event if any Term Lender shall notify the Administrative Agent (i) on the date of such prepayment, with respect to any Group Member be required to repatriate cash of Non-Domestic Subsidiaries prepayment under subsection 4.6(a) or (b) or (ii) at least one Business Day prior to the United Statesdate of a prepayment under subsection 4.6(c) that it wishes to decline its share of such prepayment, such share (the “Declined Prepayment Amount”) shall be applied by the Borrower to the mandatory prepayment of the Second Lien Loans in accordance with, and to the extent required by, subsection 4.5 of the Second Lien Credit Agreement. (fg) IfUpon the Revolving Credit Termination Date the Borrower shall, on any datewith respect to each then outstanding Letter of Credit, if any, either (i) cause such Letter of Credit to be cancelled without such Letter of Credit being drawn upon or (ii) collateralize the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding Revolving L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal with respect to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters Letter of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, with cash or a letter of credit issued by banks or a bank satisfactory to the aggregate Dollar Equivalents of Administrative Agent on terms reasonably satisfactory to the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving CommitmentsAdministrative Agent.

Mandatory Prepayments. (a) If any Capital Stock or Indebtedness shall be issued or incurred by any Group Member (excluding any Excluded Issuance and any Indebtedness incurred in accordance with permitted by Section 7.2 7.2(a) through (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debts)), ) an amount equal to 50% of such Net Cash Proceeds in the case of Capital Stock and 100% of the Net Cash Proceeds thereof in the case of Indebtedness shall be applied by the Borrower on the date of receipt thereof by such issuance or incurrence Group Member toward the prepayment of the Term Loans as set forth in Section 2.12(d2.9(e). (b) Subject to Section 2.12(e), if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute then, unless a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events Notice shall have been timely delivered in such fiscal year exceed $40,000,000, thenrespect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied by or on behalf of the Borrower no later than the end of the fiscal month in excess of $40,000,000, and an amount equal to all which such Net Cash Proceeds are received thereafter (or, if the aggregate amount of such Net Cash Proceeds is less than $15,000,000, no later than the end of the fiscal month following the fiscal month in which such fiscal year, shall be applied on the fifth Business Day after receipt Net Cash Proceeds are received) toward the prepayment of the Term Loans as set forth in Section 2.12(d2.9(e); provided, that, provided that notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing prepayment requirement pursuant to Reinvestment Notices shall not exceed $100,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(d2.9(e). (c) [Reserved]If, for (i) the period from the first anniversary of the Closing Date through the end of the then current fiscal year of the Borrower or (ii) any fiscal year of the Borrower thereafter, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Loans as set forth in Section 2.9(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Following the establishment of any Receivable Financing Transaction by the Borrower or any of its Domestic Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be promptly applied by or on behalf of the Borrower toward the prepayment of the Loans as set forth in Section 2.9(e). (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 2.9 shall be applied to made ratably among the prepayment Lenders of the Term Loans. The application of any prepayment made pursuant to this Section 2.9 shall be made, first, to ABR Loans in accordance with Section 2.18(b)and, second, to Eurodollar Loans. Each prepayment of the Term Loans under Section 2.12 2.9 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from Exit Fee owing pursuant to Section 2.6(a) (if applicable) and, if a Eurodollar Loan is prepaid on any day other the calculation last day of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by Interest Period applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal Borrower shall also pay amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitmentsowing pursuant to Section 2.18.

Mandatory Prepayments. (ai) If The Borrower shall prepay the outstanding principal amount of the Term Loan within five (5) Business Days of any Indebtedness shall be issued or incurred Disposition by any Group Member (excluding any Indebtedness incurred in accordance with Loan Party or its Subsidiaries pursuant to Section 7.2 6.02(c)(ii) (other than any Credit Agreement Refinancing Facilities (w) the first $250,000 of Net Cash Proceeds received during each Fiscal Year from Dispositions under Section 6.02(c)(ii)(E), (x) a Disposition of the MLP Existing ROFO Assets, MLP New ROFO Assets and MLP Subject Assets to the MLP as described in subclause (G) of Section 6.02(c)(ii), (y) a Disposition of the MLP Specified Sale Equity Interests as described in subclause (H) of Section 6.02(c)(ii) or Permitted External Refinancing Debt(z) a Disposition under Section 6.02(c)(ii)(F)), in an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on received by such Person in connection with such Disposition to the date extent that the aggregate amount of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from by all other Asset Sales or Recovery Events in Loan Parties and their Subsidiaries (and not paid to the Lenders as a prepayment of the Loans) shall exceed, for all such fiscal year exceed Dispositions since the Restatement Effective Date, $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all 25,000,000 (excluding Net Cash Proceeds received thereafter in such fiscal yearrespect of (A) the MLP Subject Assets, shall be applied on (B) the fifth Business Day after receipt toward MLP Existing ROFO Assets, (C) the prepayment MLP New ROFO Assets, (D) the MLP Specified Sale Equity Interest and (E) the first $250,000 of the Term Loans as set forth in Net Cash Proceeds received during each Fiscal Year from Dispositions under Section 2.12(d6.02(c)(ii)(E)); provided, provided that, notwithstanding the foregoing, the Borrower shall prepay the outstanding principal amount of the Term Loan within one (1) Business Day of any sale by any Loan Party or its Subsidiaries of MLP Common Units which on each Reinvestment Prepayment Date, the Restatement Effective Date were MLP Subordinated Units in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment 100% of the Term Loans Net Cash Proceeds received by such Person as set forth a result of such sale. Nothing contained in this subsection (i) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 2.12(d6.02(c)(ii). (cii) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than Within five (5) Business Days after such distribution is permitted) of the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Term Loan in an amount equal to such portion 100% of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes received by such prepayment; and Person in connection therewith. The provisions of this subsection (ii) shall not be deemed to be implied consent to any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary such issuance, incurrence or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required sale otherwise prohibited by the applicable law terms and conditions of this Agreement. (iii) Subject to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(iiSection 2.05(c)(iv) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequencesbelow, the Parent Borrower shall prepay the Term Loans (not later than within five (5) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds in respect of any Casualty Event, the Borrower shall prepay the outstanding principal of the Term Loan in an amount equal to 100% of such Net Cash Proceeds. (iv) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Casualty Event that are required to be used to make prepayments pursuant to Section 2.05(c)(iii), such Net Cash Proceeds shall not be required to be so used to prepay the Term Loan to the extent that such Net Cash Proceeds are used to purchase, acquire, replace, repair, restore, construct or improve properties or assets used or useful in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Borrower delivers a certificate to the Administrative Agent on or prior to the date such prepayment would otherwise be required to be made, certifying as to clause (A) and the amount of such Net Cash Proceeds and stating that such Net Cash Proceeds shall be used to purchase, acquire, replace, repair, restore, construct or improve properties or assets used in such Person’s business and that such purchase, acquisition, replacement, repair, restoration, construction or improvement shall commence within 180 days after the date of receipt of such determinationcertificate, (C) if such Net Cash Proceeds exceed $1,500,000, such Net Cash Proceeds shall be deposited and held in a deposit account maintained with the Administrative Agent, subject to disbursement in accordance with arrangements mutually agreeable (in their reasonable commercial discretion) to the Borrower and the Administrative Agent, provided that it is understood and agreed that such Net Cash Proceeds may be applied to the Secured Obligations if at any time a Default or Event of Default has occurred and is continuing, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above (as such period may be extended by the Administrative Agent in its reasonable commercial discretion) or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if commencement of such work has not occurred, shall be used to make mandatory prepayments in accordance with Section 2.05(c)(iii). Notwithstanding the foregoing, it is understood and agreed that proceeds of business interruption insurance shall not be required to be used to prepay the Term Loan pursuant to this Section 2.05(c). (v) Within ten (10) Business Days after the occurrence of any Dividend Prepayment Event, the Borrower shall (A) notify the Administrative Agent (who shall thereafter notify each Lender) in writing (the “Dividend Prepayment Notice”) of the occurrence of all such Dividend Prepayment Events during such prior month and the aggregate Dividend Prepayment Amount received or issued in respect thereof and reference this Section, (B) offer in such Dividend Prepayment Notice to prepay the outstanding principal amount of the Term Loan in an amount equal to such Dividend Prepayment Amount (the “Dividend Prepayment Event Offer”), and (C) specify in such Dividend Prepayment Notice that each Lender shall have the option, in its sole discretion, to accept all or a portion of such affected amount, except, for the avoidance of doubt, Dividend Prepayment Event Offer by giving written notice to the extent that a Reinvestment Event has occurred in respect Administrative Agent (who shall thereafter notify the Borrower of the total amounts due for payment) of its election to receive its Pro Rata Share of such Net Cash Proceeds or to Dividend Prepayment Amount within ten (10) Business Days after its receipt of such Dividend Prepayment Notice. If a Lender accepts the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary Dividend Prepayment Event Offer in accordance with this Section 2.122.05(c)(v), in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. then within three (f3) If, on any date, (i) the aggregate Dollar Equivalents Business Days of the sum Borrower’s receipt of such acceptance, the Borrower shall prepay such Lender’s portion of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated Term Loan in any L/C Foreign Currency exceeds an amount equal to 105such Lender’s share of such Dividend Prepayment Amount by making such payment to the Administrative Agent for distribution in accordance with Section 2.05(d). If any Lender does not notify the Administrative Agent of its acceptance of any Dividend Prepayment Event Offer within ten (10) Business Days of its receipt of an applicable Dividend Prepayment Notice, then such Lender shall be deemed to have elected, as of such date, not to receive its share of the Dividend Prepayment Amount described in such Dividend Prepayment Notice. To the extent any Lender does not elect to accept a Dividend Prepayment Event Offer in accordance with this Section 2.05(c)(v), the Borrower shall not be required or permitted to offer to pay the amount of such Lender’s share of the applicable Dividend Prepayment Amount to the other Lenders (in their capacity as Lenders under this Agreement). All payments made pursuant to this Section 2.05(c)(v) shall be made in accordance with Section 2.05(d)(ii). (vi) In the event (A) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d‑3 and 13d‑5 under the Exchange Act), directly or indirectly, of more than 30% of any class of the Foreign Currency SublimitCapital Stock of the Parent, or (B) the Board of Directors of the Parent shall cease to consist of a majority of Continuing Directors (each, a “Parent Change of Control Event”), the Borrowers shall, without Borrower shall give the Administrative Agent prompt written notice or demand, immediately repay such (and in any event within two (2) Business Days after any Authorized Officer of the outstanding Foreign Currency Loans and cash collateralize Borrower has knowledge of the occurrence of any outstanding Letters Parent Change of Credit denominated in Control Event) (a “Change of Control Notice”). Within 60 days after any L/C Foreign Currency in an aggregate principal amount such that, after giving effect theretoAuthorized Officer of the Borrower has knowledge of the occurrence of any Parent Change of Control Event, the aggregate Dollar Equivalents Borrower shall prepay to the Administrative Agent in full the Term Loan, accrued and unpaid interest thereon and all other Obligations; provided, that prior to the making of such prepayment in full, each Lender shall have the outstanding principal right, but not the obligation, to notify the Administrative Agent (who shall thereafter notify the Borrower of any amounts not due) in writing of Foreign Currency Loans its election to forego all or a portion of such prepayment (it being understood and agreed that if a Lender does not exceed notify the Foreign Currency Sublimit or (ii) the Total Revolving Extensions Administrative Agent of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding a Lender’s election to forego such prepayment, such Lender shall be deemed to have elected to require such prepayment in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitmentsfull).

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 Consolidated Entity (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)as permitted under Section 6.01), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the USD Term Loans (or, if such Indebtedness is issued or incurred by the Subsidiary Borrower or any of its subsidiaries while the Euro Term Loans are outstanding, shall be applied to prepayment of the Euro Term Loans) ratably in accordance with the respective outstanding principal amounts thereof and as otherwise set forth in Section 2.12(d2.14(c); provided that no prepayment shall be required to be made pursuant to this subsection (a) if the Leverage Ratio on the last the day of the fiscal quarter most recently ended is 2.25 to 1.00 or less. (b) Subject to Section 2.12(e), if If on any date any Group Member Consolidated Entity shall receive Net Cash Proceeds from in connection with any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to Receivables Financing Program then such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt such date toward the prepayment of the USD Term Loans and the Euro Term Loans ratably in accordance with the respective outstanding principal amounts thereof and as otherwise set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d2.14(c). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 2.14 shall (i) be applied to the prepayment of remaining installments thereof as directed by the Term Loans Parent Borrower and in accordance with Section 2.18(b). Each prepayment 2.21(b) and (ii) be reduced (but not below zero) to the extent of prepayments of the USD Term Loans or Euro Term Loans, as applicable, prepaid pursuant to Section 2.13 at any time during the twelve month period ending on the date such prepayment would otherwise be required under this Section 2.12 2.14. Prepayments shall be accompanied by made, first, to ABR Loans and, second, to Eurocurrency Loans and in each case, together with accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding prepaid and the principal amount of Term Loans and accrued interest thereon to be paid by the applicable Borrower pursuant to any provision to such prepayment shall not exceed in the contrary in this Agreement, aggregate the following amounts shall be excluded from the calculation of the amount applicable portion of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other Not later than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after following the receipt toward by the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding Borrower or any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount Subsidiary of Net Cash Proceeds from any Asset Sale or Recovery Event(other than with respect to Current Asset Collateral so long as the ABL Facility is in effect), as applicable: (i) any the Borrower shall prepay outstanding Term Loans in an amount equal to 100% of such Net Cash Proceeds in accordance with Section 2.13(e); provided that the Borrower shall not be required to apply Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary (or series of related Asset Sales) in accordance with this clause (a) to the extent (x) the Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, such Asset Sale (or series of related Asset Sales) do not exceed $2,000,000 or (y) the distribution of which by a Foreign Subsidiary to aggregate Net Cash Proceeds received from all Asset Sales since the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local lawClosing Date do not exceed $5,000,000. Any amount that is excluded from In the calculation case of Net Cash Proceeds received by the Borrower in accordance connection with this Asset Sales contemplated by Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b6.06(s), so long, but only so long, as the applicable local law will proviso in the preceding sentence shall not permit a distribution of those funds by apply and the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under (calculated without giving effect to any reinvestment right set forth in the applicable local law, definition thereof or any required prepayment of the Parent Borrower ABL Facility) of the Asset Sales contemplated by Section 6.06(s) shall prepay be allocated between the ABL Facility and the Term Loans (not later than five (5) Business Days after such distribution is permitted) Facility as contemplated by an amount equal to such portion of such affected amountthe ABL Intercreditor Agreement, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect and then 100% of such Net Cash Proceeds or that would be received by the Collateral Agent on behalf of the Secured Parties pursuant to such allocation shall be applied to prepay the Term Loan in accordance with the first sentence of this clause (a) (without giving effect to the extent Section 2.12(e)(iiproviso thereto) precludes such prepayment; and (ii) any until the Net Total Leverage Ratio is no greater than 3.00:1.00 on a Pro Forma Basis, after which the remaining Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, may either be (i) reinvested pursuant to the extent that reinvestment provisions set forth in the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation definition of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) applied to prepay the Term Loan and to make Restricted Payments (in equal amounts), in each case so long as the Net Total Revolving Extensions of Credit (including Leverage Ratio remains no greater than 3.00:1.00 on a Pro Forma Basis. Dividends distributed pursuant to the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) preceding sentence shall not exceed $50,000,000 over the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such life of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving CommitmentsTerm Facility.

Mandatory Prepayments. Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale Prepayment Event (aincluding pursuant to a sale and leaseback transaction and by way of merger or consolidation) If of any Indebtedness shall be issued property or incurred by asset of any Group Member Company (excluding including the sale, transfer or other disposition of Equity Interests of any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)such Company), an amount equal the Borrower shall apply or cause to be applied 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term received with respect thereto to prepay outstanding Loans as set forth in accordance with Section 2.12(d2.11(f). ; provided that (bi) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000are Non-Core Asset Sale Proceeds, and an amount equal to all such Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans after (and only after) the prepayment in full of the Second Lien Loans under the Second Lien Credit Agreement (and the Borrower shall apply such Net Cash Proceeds to the Second Lien Loans in accordance with Section 2.18(bthe Second Lien Credit Agreement as in effect on the date hereof). Each ; (ii) with respect to Net Cash Proceeds that are not Non-Core Asset Sale Proceeds, to the extent that, after giving effect to the application of such Net Cash Proceeds to the 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b2.11(b), so longthe Consolidated Total Leverage Ratio would be less than 2.75:1.00, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or shall be applied pro rata to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, prepayment of the Loans and to the extent that prepayment of the Parent Borrower has determined Second Lien Loans under the Second Lien Credit Agreement as in its reasonable judgment that effect on the distribution of any of or all such items to date hereof (and the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be prepaid under this subsection (b) shall be reduced by the amount so applied to repay Loans at the times provided in Section 2.12(bprepayment of the Second Lien Loans); and (iii) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of if such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in are Specified Asset Sale Proceeds, prepayment under this Section 2.12, in no event 2.11(b) shall any Group Member not be required to repatriate cash of Non-Domestic Subsidiaries to the United Statesrequired. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If Following any Indebtedness Casualty or Condemnation, on the next occurring Payment Date following the date on which Lender actually receives any Net Proceeds, if Lender is not obligated to make such Net Proceeds available to Borrower for Restoration, Borrower shall be issued prepay, or incurred by any Group Member (excluding any Indebtedness incurred authorize Lender to apply Net Proceeds as a prepayment of, the Outstanding Principal Balance of the Note in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to one hundred percent (100% %) of such Net Proceeds, and provided that no Event of Default has occurred and is continuing, such prepayment to be made without payment of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(d)Yield Maintenance Premium; provided, thathowever, notwithstanding the foregoingif an Event of Default has occurred and is continuing, on each Reinvestment Prepayment Date, an amount equal Lender may apply such Net Proceeds to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the Debt (until paid in full) in any order or priority in its sole discretion. Any partial prepayment of the Term Loans as set forth in under this Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 2.4.2 shall be applied to the prepayment last payments of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise principal due under Section 2.12(b), so long, but only so long, as the applicable local law will Loan and shall not permit a distribution of those funds by in any event reduce or otherwise change the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepaymentMonthly Debt Service Payment Amount. Notwithstanding anything to the contrary set forth herein, and provided no Event of Default has occurred and is continuing, in the event of a partial prepayment as set forth in this Section 2.122.4.2, in no event shall any Group Member be required to repatriate cash for a period of Non-Domestic Subsidiaries to one hundred eighty (180) days following such partial prepayment, Borrower may prepay the United States. (f) Ifremaining Outstanding Principal Balance, without payment of the Yield Maintenance Premium, provided and on any date, condition that: (i) the aggregate Dollar Equivalents Borrower shall provide Lender with not less than thirty (30) days irrevocable prior written notice of the sum of date upon which Borrower shall prepay the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.Debt; and

Mandatory Prepayments. (ai) If any Indebtedness shall be issued or incurred Upon the issuance by any Group Member (excluding Borrower of any Indebtedness incurred in accordance with Section 7.2 (of its Stock to any Person other than another Borrower (or the receipt of any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)capital contribution by any Borrower from any Person other than another Borrower), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after therefrom immediately upon receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d)thereof by any Borrower. (cii) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to Immediately upon the prepayment receipt by any Borrower of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary Sale, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds, provided, however, that (A) sales of Subject Assets shall be subject to the terms in the immediately succeeding clauses (iii) and (iv); (B) with respect to Asset Sales (other than Subject Assets which are addressed in clause (iii) and (iv) below) permitted pursuant to clauses (c), (d), (e), (f), (g), (i), (j), or (k) of Section 6.8 hereof, the Borrowers shall not be required to make any prepayment of Loans with any Net Cash Proceeds received from any Recovery Event such Asset Sales; (C) with respect to a Foreign Subsidiary, as applicableAsset Sales permitted by Section 6.8(a) (other than Subject Assets which are addressed in clause (iii) and (iv) below), the distribution Borrowers shall not be required to make prepayments of Loans with any Net Cash Proceeds received from such Asset Sales unless and until the gross proceeds from such Asset Sales, in the aggregate, exceed $2,000,000; and (D) with respect to Asset Sales permitted by Section 6.8(b) (other than Subject Assets which by a Foreign Subsidiary are addressed in clause (iii) and (iv) below), the Borrowers shall not be required to make prepayments of Loans with any Net Cash Proceeds received from such Asset Sales unless and until the Parent Borrower gross proceeds from such Asset Sales, in the aggregate, exceed $3,000,000. (iii) Upon the sale of any Subject Asset (excluding Subject Assets consisting of (x) spare parts (which are addressed in clause (iv) below) and (y) up to eight (8) A319 aircraft), Borrowers shall prepay an aggregate principal amount of Loans equal to (A) if such Subject Asset is an A319 or a Domestic Subsidiary A320 aircraft, 50% of the greater of (y) Net Cash Proceeds of such Subject Asset and (z) the Orderly Liquidation Value of such Subject Asset; and (B) if such Subject Asset is an A318 aircraft, 50% of the Net Cash Proceeds of such Subject Asset. (iv) Upon the sale of any spare part or any holder rotable or expendable that either (x) is outside the ordinary course of Capital Stock of such Foreign Subsidiary is prohibited business or delayed by applicable local law. Any amount that is excluded from the calculation of (y) generates Net Cash Proceeds in accordance with this Section 2.12(e)(ian aggregate amount in any month in excess of $100,000, Borrowers shall prepay an aggregate principal amount of Loans equal to (A) will not be required to be applied to repay Loans at 50% of the times provided in Section 2.12(bgreater of (y) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for asset and (z) the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect Orderly Liquidation Value of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; andasset. (iiv) Immediately upon the receipt by any Borrower of any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequencesProperty Loss Event, the Parent Borrower Borrowers shall prepay the Term an aggregate principal amount of Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect 100% of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United StatesProceeds. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If any Indebtedness The Borrower shall be issued or incurred by any Group Member (excluding any Indebtedness incurred prepay the Term Loans in accordance with clause (c) below: (i) within ten Business Days of receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds arising from (A) any Asset Sale permitted under Section 7.2 8.4(g) (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt))Sale of Assets) in excess of $300,000,000, in an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000300,000,000; and (B) any other Asset Sale or any Property Loss Event, and in an amount equal to all 100% of such Net Cash Proceeds; and (ii) within ten Business Days of receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds received thereafter arising from any Debt Issuance (other than any Debt Issuance permitted by this Agreement (other than pursuant to Section 8.1(a)(ii) (Indebtedness)), in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 100% of the Term Loans as set forth in Section 2.12(d)such Net Cash Proceeds. (cb) [Reserved]. If the Net Senior Secured Leverage Ratio as of the last day of any Fiscal Year (dcommencing with the Fiscal Year ended on or around December 31, 2014) Amounts is greater than 2.5 to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied 1.0 and if and to the prepayment of extent that Excess Cash Flow exceeds $20,000,000 for the relevant period, the Borrower shall prepay the Term Loans in accordance with clause (c) below, within ten Business Days after the delivery of Financial Statements pursuant to Section 2.18(b). Each 6.1(b) (Financial Statements) for such Fiscal Year, in an amount equal to (i) 50% of Excess Cash Flow of the Borrower and its Subsidiaries for such Fiscal Year minus (ii) the sum of (x) any optional prepayments of Term Loans made pursuant to Section 2.8(b) (Optional Prepayments) in such Fiscal Year or after the end of such Fiscal Year (and not previously applied by the Borrower in such Fiscal Year to reduce the prepayment required by this clause (b) for the preceding Fiscal Year) but before the date of prepayment under this clause (b) and (y) the amount of any permanent voluntary reductions of the Revolving Credit Commitments hereunder during such Fiscal Year plus the amount of any permanent voluntary reductions of the Revolving Credit Commitments hereunder after the end of such Fiscal Year (and not previously applied by the Borrower in such Fiscal Year to reduce the prepayment required by this clause (b) for the preceding Fiscal Year) but before the date of prepayment under this clause (b) to the extent that an equal amount of Revolving Loans hereunder was simultaneously repaid; provided, however, that (A) any optional prepayments of the Term Loans under Section 2.12 shall be accompanied by accrued interest on or after the date that is 180 days prior to the date Latest Maturity Date, (B) any repayment of such prepayment on the amount prepaidTerm Loans with proceeds of Loan Agreement Refinancing Debt incurred pursuant to Section 8.1(a)(ii) (Indebtedness), (C) any optional prepayments of the Term Loans pursuant to Section 2.8(e) (Optional Prepayments) and (D) any open market purchases by Holdings, the Borrower or any of their respective Subsidiaries pursuant to Section 11.2(j) (Assignments and Participations), shall not be included for purposes of clause (ii)(A) above. (ec) Notwithstanding any provision Subject to the contrary in this Agreement, the following amounts shall be excluded from the calculation provisions of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: Section 2.13(g) (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(bPayments and Computations) and may be deducted from any amounts otherwise due under Section 2.12(b2.22(c), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If Not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale or Casualty Event, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans. (b) On each occasion that an Equity Issuance occurs at Valuation of less than $2,000,000,000, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Equity Issuance, apply 100% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans. (c) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness shall be issued for money borrowed of any Loan Party or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 subsidiary of a Loan Party (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the 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 the such Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the to prepay outstanding Term Loans as set forth in Section 2.12(d)Loans. (bd) Subject to Section 2.12(e), if on In the event that any date any Group Member Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does Extraordinary Receipt, the Borrower shall, substantially simultaneously with (and in any event not constitute a Reinvestment Event or an MF Required Disposition, which, together with later than the third Business Day next following) the receipt of such Net Cash Proceeds received from all other Asset Sales or Recovery Events in by such fiscal year exceed $40,000,000Loan Party, then, apply an amount equal to 100% of such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the prepay outstanding Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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 prepaidLoans. (e) Notwithstanding any provision The Borrower shall deliver to the contrary Administrative Agent, at the time of each prepayment required under this Section, (i) a certificate signed by a Financial Officer of the Borrower setting forth in this Agreement, the following amounts shall be excluded from reasonable detail the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: such prepayment and (iii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect practicable, at least three days’ prior written notice of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything 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 the contrary in be prepaid. All prepayments of Borrowings under this Section 2.12shall be subject to Section 2.05(c) and Section 2.16, in no event but shall any Group Member otherwise be required to repatriate cash of Non-Domestic Subsidiaries to without premium or penalty, and shall be accompanied by accrued and unpaid interest on the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, to be prepaid to but excluding the aggregate Dollar Equivalents date of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitmentspayment.

Mandatory Prepayments. (ai) If Upon the occurrence of a Southern Event of Default, the Borrower shall prepay, (A) with respect to all Projects which have not yet achieved Substantial Completion, all Project Debt then outstanding with respect to such Projects; and (B) with respect to each Substantially Completed Project the Buydown Date for which has not then occurred, such portion of Project Debt then outstanding with respect to such Substantially Completed Project as is equal to the Buydown Amount for such Substantially Completed Project, in each case, in accordance with clause (c) below. (ii) Upon the occurrence of the Buydown Date for any Indebtedness Project, the Borrower shall be issued prepay (A) if Substantial Completion of such Project has not then been achieved, all Project Debt then outstanding with respect to such Project; or incurred by (B) if Substantial Completion of such Project has then been achieved, such portion of such Project Debt as is equal to the Buydown Amount for such Project, in each case, in accordance with clause (c) below. (iii) On the date (the "Sale Prepayment Date") which is either (1) the earlier of (A) the date falling six (6) months after any Group Member Sale; and (excluding B) the prepayment date specified in a prepayment notice from the Borrower with respect to the Sale Proceeds from such Sale, or (2) the date specified in sub-clauses (B), (D) or (F) below, if applicable, to the extent any Indebtedness incurred Sale Proceeds from such Sale have not been reinvested in a Similar Asset in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)5.01(m), an amount equal the Borrower shall use such Sale Proceeds to 100% of prepay the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth then outstanding Project Debt (but in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events no event more than in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds Sale Proceeds) to the extent necessary to result in excess of $40,000,000the minimum and average Portfolio Adjusted Base Case Projections, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied calculated on the fifth Business Day after receipt toward the prepayment assumption that all Recourse Debt of the Term Loans Borrower and the Relevant Subsidiaries outstanding immediately following such prepayment is repaid in full on or prior to the end of the Remaining Base Case Period, with such Debt being prepaid or repaid (as set forth the case may be) in Section 2.12(dthe following order of priority: (A) Completed Project Advances, if any, on a pro rata basis, together with interest thereon; (B) to the extent of any such Sale Proceeds remaining thereafter, Commercial Paper, if any, then outstanding with respect to Completed Projects, on the maturity date thereof and on a pro rata basis, together with interest thereon (if any); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal (C) to the Reinvestment Prepayment Amount extent of any such Sale Proceeds remaining thereafter, Advances, if any, then outstanding with respect to the relevant Reinvestment Event shall be applied toward Asset the sale of which resulted in such Sale Proceeds, on a pro rata basis, together with interest thereon; (D) to the extent of any such Sale Proceeds remaining thereafter, Commercial Paper, if any, then outstanding with respect to such Asset, on the maturity date thereof and on a pro rata basis, together with interest thereon; (E) to the extent of any such Sale Proceeds remaining thereafter, all other Advances, if any, then outstanding, on a pro rata basis, together with interest thereon; and (F) to the extent of any such Sale Proceeds remaining thereafter, all other Commercial Paper, if any, then outstanding, on the maturity date thereof and on a pro rata basis, together with interest thereon. Contemporaneously with (AA) such prepayment of Advances, the Term Loans as set forth Project Limit for the relevant Project shall automatically be reduced by the amount of such prepayment; and (BB) such repayment of Commercial Paper, each of the Project Limit for the relevant Project and the CP Commitments of the Lenders with respect to such Commercial Paper, if any, shall automatically be reduced (on a pro rata basis) by the amount of such repayment. (iv) Upon any Loss with respect to a Completed Project, the Borrower shall repay, if required, the relevant Project Debt then outstanding in accordance with Section 2.12(d5.01(l). (cv) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than Within five (5) Business Days after such distribution is permittedreceipt of the proceeds of any Refinancing relating to any Project, and upon at least three (3) by an amount equal to such portion Business Days' notice (in the case of such affected amount, except, for Eurodollar Rate Advances) or upon at least one Business Day's notice (in the avoidance case of doubt, Base Rate Advances) to the extent that a Reinvestment Event has occurred in respect Agent stating the proposed date and aggregate principal amount of the payment, apply such Net Cash Proceeds or proceeds to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event repay Project Debt then outstanding with respect to a Foreign Subsidiarysuch Project, in each caseand interest thereon, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(iiclause (c) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United Statesbelow. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If at any Indebtedness time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall be issued forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (b) If (x) at any time during a Cash Dominion Period or incurred by (y) in respect of any Group Member (excluding Disposition that would result in the occurrence of a Cash Dominion Period, any Indebtedness incurred Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in accordance with Section 7.2 respect of any Current Asset Collateral outside of the ordinary course of business (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing DebtCurrent Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of the such Net Cash Proceeds thereof shall be applied on (and, to the date of extent such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Dispositionexceed the aggregate principal amount of Loans outstanding, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events Collateralize Letters of Credit in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal up to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment 101% of the Term Loans as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an aggregate maximum drawable amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(dsuch Letters of Credit). (c) [Reserved].Subject to Section 3.5 hereof, all such payments in respect of the Loans pursuant to this Section 2.9 shall be without premium or penalty. All interest accrued on the principal amount of the Loans paid pursuant to this Section 2.9 shall be paid, or may be charged by the Administrative Agent to any loan account(s) of the Borrower, at the Administrative Agent’s option, on the date of such payment. Interest shall accrue and be due, until the next Business Day, if the amount so paid by the Borrower to the bank account designated by the Administrative Agent for such purpose is received in such bank account after 3:00 p.m. (d) Amounts At all times after the occurrence and during the continuance of Cash Dominion Period and notification thereof by the Administrative Agent to be applied the Borrower (subject to the provisions of Section 10.3 and to the terms of the Security Agreement), on each Business Day, at or before 1:00 p.m., the Agent shall apply all Same Day Funds credited to the Concentration Account and all amounts received pursuant to Section 2.9(b), first to pay any fees or expense reimbursements then due to the Administrative Agent, the Issuers and the Lenders (other than in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this AgreementCash Management Obligations, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred Obligations in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower Secured Hedge Agreements or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing Revolving Commitment Increases), pro rata, second to use commercially reasonable efforts to take pay interest due and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred payable in respect of such Net Cash Proceeds or any Loans (including Swing Loans) and any Protective Advances that may be outstanding, pro rata, third to prepay the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything principal of any Protective Advances that may be outstanding, pro rata, and fourth to prepay the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents principal of the sum of the aggregate Loans (including Swing Loans) and to Cash Collateralize outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters Letter of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such thatObligations, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitmentspro rata.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred Not later than the tenth Business Day following the receipt by any Group Member (excluding Loan Party or Restricted Subsidiary of Net Cash Proceeds in respect of any Indebtedness incurred Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 7.2 2.13(e). (b) No later than 15 days 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 Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to (A) (i) if the Total Leverage Ratio for such Excess Cash Flow Period is greater than 4.00 to 1.00, 50% of Excess Cash Flow for the Excess Cash Flow Period then ended, (ii) if the Total Leverage Ratio for such Excess Cash Flow Period is equal to or less than 4.00 to 1.00 but greater than 3.00 to 1.00, 25% of Excess Cash Flow for the Excess Cash Flow Period then ended or (iii) if the Total Leverage Ratio for such Excess Cash Flow Period is equal to or less than 3.00 to 1.00, 0% of Excess Cash Flow for the Excess Cash Flow Period then ended over (B) the Optional Prepayment Amount for such Excess Cash Flow Period; provided, further that if on the date of such prepayment the Liquidity Conditions would not be satisfied immediately after giving effect to such prepayment, the amount of the prepayment to be made on such date shall be reduced to the maximum amount (which shall not be less than zero) that would result in the Liquidity Conditions being satisfied, and the remaining amount of such prepayment shall not be due and payable on such date but shall be deferred (without penalty) until the next succeeding Business Day on which the Liquidity Conditions would be satisfied immediately after giving effect to such prepayment amount. (c) In the event that any Loan Party or a Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness (other than any Credit Agreement cash proceeds from the issuance of Indebtedness permitted pursuant to Section 6.01, except for Permitted Pari Passu Priority Refinancing Facilities or Debt, Permitted External Junior Priority Refinancing Debt and Permitted Unsecured Refinancing Debt)), the Borrower shall, substantially simultaneously with the receipt of such Net Cash Proceeds by such Loan Party or such Restricted Subsidiary, apply an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds plus the applicable Prepayment Premium to prepay outstanding Loans in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in accordance with Section 2.12(d2.13(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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.[reserved] (e) Notwithstanding any provision Mandatory prepayments of outstanding Loans under this Agreement shall be allocated pro rata between the Closing Date Loans and Incremental Loans (unless the applicable Incremental Facility Amendment specifies less favorable treatment for the Incremental Loans). (f) Except as otherwise provided herein, the Borrower shall deliver to the contrary Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in this Agreement, the following amounts shall be excluded from reasonable detail the calculation of the amount of Net Cash Proceeds from such prepayment and (ii) to the extent reasonably practicable, at least three Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty (except for any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event applicable Prepayment Premium with respect to a Foreign Subsidiary, as applicable, mandatory prepayments pursuant to Section 2.13(c)) and shall be accompanied by accrued and unpaid interest on the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any principal amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied prepaid to repay Loans at but excluding the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution date of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United Statespayment. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a1) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an An amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock its Subsidiaries in excess of $12,500,000 (or the Equivalent Amount in any other currency) in any Financial Year (whether individually or in aggregate and taking into account any proceeds received in another currency at the Equivalent Amount at the time such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(iproceeds are received) will not be required to shall be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution repayment of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted Accommodations Outstanding under the applicable local law, Credit Facility (and the Parent Borrower Commitment shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) be permanently reduced by an amount equal to such portion by which the Net Proceed of such affected amountDisposition exceed $12,500,000), except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, except to the extent that the Net Proceeds from such Disposition of Assets are reinvested (other than in cash or Cash Equivalents) or used in the Business by the Parent Borrower has determined in and its reasonable judgment that Subsidiaries within 180 days of the distribution date of such Asset Sale. (2) An amount equal to the Net Proceeds from the issuance of any Equity Interests (other than the Net Proceeds of an Excluded Equity Issuances) by the Parent shall be applied forthwith upon receipt by or all such items on behalf of the Parent or any of its Subsidiaries to the repayment of Accommodations Outstanding under the Credit Facility (and the Commitment shall be permanently reduced by the amount of such Net Proceeds). For the purposes hereof “Net Proceeds of an Excluded Equity Issuances” means the Net Proceed of an Equity Issuance which are used to fund a Permitted Acquisition or Capital Expenditures permitted hereunder. (3) An amount equal to the Net Proceeds from the incurrence of any Funded Debt by Parent Borrower or any Domestic Subsidiary of its Subsidiaries, other than Funded Debt permitted by Section 9.02(1), shall be applied forthwith upon receipt by or on behalf of the Parent or any holder of Capital Stock its Subsidiaries to the repayment of Accommodations Outstanding under the Credit Facility (and the Commitment shall be permanently reduced by the amount of such Foreign Subsidiary would have Net Proceeds). (4) An amount equal to the Net Proceeds of any adverse tax consequence (insurance maintained by the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required or any of its Subsidiaries (other than business interruption insurance) received by the applicable law to avoid Parent or any such adverse tax consequence). Any of its Subsidiaries in an amount that is excluded from the calculation in excess of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to $1,000,000 on account of each separate loss, damage or injury shall be applied forthwith upon receipt thereof, to repay Loans at the times provided in Section 2.12(b) repayment of Accommodations Outstanding under the Credit Facility (and may the Commitment shall be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) permanently reduced by an amount equal to such portion by which the Net Proceed of such affected amount, except, for the avoidance of doubt, Disposition exceed $1,000,000) except to the extent that a Reinvestment Event has occurred in respect (y) such Net Proceeds shall have been expended by the Parent or its applicable Subsidiary for the repair or replacement of the affected property within 180 days of receipt of such Net Cash Proceeds or and the Parent shall have furnished to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything Agent evidence satisfactory to the contrary in this Section 2.12Agent of such expenditure, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. or (f) If, on any date, (iz) the aggregate Dollar Equivalents Parent or one or more of its Subsidiaries has Committed to expend such Net Proceeds for the repair or replacement of the sum affected property within 180 days of receipt of such Net Proceeds and such Net Proceeds are actually used for the repair or replacement of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% affected property within 365 days of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitmentsreceipt thereof.

Mandatory Prepayments. (a) If Promptly (but in any Indebtedness shall be issued or incurred event within two (2) Business Days) upon receipt by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% of the Loan Parties or any of their respective Subsidiaries of Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event Event, the Borrower shall prepay (or an MF Required Disposition, which, together cause to be prepaid) the Obligations in accordance with the Net Cash Proceeds received from all other Asset Sales or Recovery Events Section 2.12(f) in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign SubsidiaryProceeds, in each case, to the extent that such Net Cash Proceeds are not reinvested in assets (excluding current assets as classified in accordance with GAAP) within one hundred eighty (180) days after the Parent Borrower has determined date of such Asset Sale or Recovery Event. (b) Promptly (but in its reasonable judgment that any event within two (2) Business Days) upon the distribution of receipt by any of or all such items to the Parent Borrower Loan Parties or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation their respective Subsidiaries of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from of any amounts otherwise due issuance of Indebtedness (other than Indebtedness permitted under Section 2.12(b7.1). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans Obligations in accordance with Section 2.12(f) in an amount equal to such Net Cash Proceeds. (not later than c) Beginning with the Fiscal Year ending December 31, 2021, within five (5) Business Days after financial statements have been delivered pursuant to Section 5.1(a) and the related Compliance Certificate has been delivered pursuant to Section 5.1(c), the Borrower shall prepay the Obligations in accordance with Section 2.12(f) in an amount equal to: (i) fifty percent (50.0%) of Consolidated Excess Cash Flow, less the aggregate principal amount of all voluntary prepayments made with respect to any Term Loan during such determinationperiod, if the Consolidated Net Leverage Ratio as of the last day of the Fiscal Year covered thereby is greater than or equal to 2.00:1.00; and (ii) zero percent (0.0%), if the Consolidated Net Leverage Ratio as of the last day of the Fiscal Year covered thereby is less than 2.00:1.00. (d) Promptly (but in any event within two (2) Business Days) upon the receipt by any Loan Party or any of their respective Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Obligations in accordance with Section 2.12(f) in an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds. (e) Immediately upon the receipt by the Borrower of any Cure Proceeds or in accordance with Section 8.3, the Borrower shall prepay the Obligations in accordance with Section 2.12(f) in an amount equal to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United StatesCure Proceeds. (f) IfAny prepayments made by the Borrower pursuant to Sections 2.12(a), (b), (c), (d) or (e) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders, and all fees and reimbursable expenses of the Issuing Bank, then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective Pro Rata Shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective Pro Rata Shares of such interest and fees; fourth, to the principal balance of the Term Loans and the Acquisition Revolving Loans as of the Acquisition Revolving Commitment Termination Date that are subject to quarterly installment payments pursuant to Section 2.09(b) (if any), on any datea pro rata basis, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares thereof, and applied to the remaining principal installments thereof (iincluding the Maturity Date thereof) in inverse order of maturity; fifth, to the aggregate Dollar Equivalents principal balance of the sum Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; sixth, ratably to the principal balance of the aggregate outstanding principal amounts of Foreign Currency Working Capital Revolving Loans and any outstanding L/C Obligations denominated Acquisition Revolving Loans that are not yet subject to quarterly installment payments pursuant to Section 2.9(b), if any, until the same shall have been paid in any L/C Foreign Currency exceeds an amount equal full, pro rata to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans Lenders based on their respective Working Capital Revolving Commitments and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Acquisition Revolving Commitments, as applicable; and seventh, to Cash Collateralize the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount in cash equal to the LC Exposure as of such thatdate, plus any accrued and unpaid fees thereon. The Acquisition Revolving Commitments and the Working Capital Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fifth through seventh above, unless a Default or an Event of Default has occurred and is continuing and the Required Acquisition Revolving Lenders or Required Working Capital Revolving Lenders, as applicable, so request. (g) If, at any time, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, the Acquisition Revolving Credit Exposure of all Lenders exceeds the Aggregate Acquisition Revolving Commitments, or the Working Capital Revolving Credit Exposure of all Lenders exceeds the Aggregate Working Capital Revolving Commitments, in each case, as reduced pursuant to Section 2.8 or otherwise, the Borrower shall immediately repay Swingline Loans, Acquisition Revolving Loans and Working Capital Revolving Loans, as applicable, in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each prepayment shall be applied, first, to the Swingline Loans to the full extent thereof, second, to the Base Rate Loans and LIBOR Index Rate Loans to the full extent thereof, and finally, to Eurodollar Loans to the full extent thereof. If, after giving effect theretoto prepayment of all Swingline Loans and Revolving Loans, the Total Revolving Extensions Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments or the Working Capital Revolving Credit Exposure exceeds the Aggregate Working Capital Revolving Commitments, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit (including the Dollar Equivalents of in an amount equal to such excess, plus any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitmentsaccrued and unpaid fees thereon.

Mandatory Prepayments. (a) If Not later than the tenth Business Day following the receipt by the Borrower or any Indebtedness of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale or Property Loss Event, the Borrower shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), apply an amount equal to 100% of the Net Cash Proceeds thereof received by the Borrower or any of its Restricted Subsidiaries with respect thereto, (subject to the restrictions set forth herein) to prepay outstanding Term Loans in accordance with Section 2.13(d); provided, however, that, the foregoing percentage shall be reduced to (i) 50% if the Total Net Leverage Ratio is less than or equal to 6.00 to 1.00 but greater than 5.00 to 1.00 and (ii) 0% if the Total Net Leverage Ratio is less than or equal to 5.00 to 1.00, in each case, determined by reference to the most recently delivered Pricing Certificate at the time of receipt of such Net Cash Proceeds; and provided, further, that if (A) 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 (including any Related Business Assets) and (B) no Event of Default shall have occurred and be continuing at the time of such proposed reinvestment, 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 Borrower shall not be required to prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 365 days after the date of receipt of such Net Cash Proceeds (or, within such 365 day period, the 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 on the date of such issuance or incurrence toward within five Business Days to the prepayment of the Term Loans as set forth above (without regard to the immediately preceding proviso) and (II) if, as a result of any Prepayment Asset Sale or Property Loss Event, the Borrower would be required to prepay or make an “offer to purchase” the Specified Senior Indebtedness pursuant to the terms of the Specified Senior Indebtedness 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 (a) to prepay Term Loans in accordance with Section 2.12(d2.13(d) on the day immediately preceding the date of such required “offer to purchase” (without regard to the immediately preceding proviso). (b) Subject 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(d) 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 prepaid pursuant to Section 2.12(e2.12 and “Revolving Loans” (to the extent accompanied by a permanent reduction of the “Revolving Credit Commitments” each as defined under the Revolving Credit Agreement) during such fiscal year or on or prior to the date such payment is required to be made (without duplication), if on in each case to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness). (c) In the event that the Borrower or any date any Group Member of its Restricted Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness (other than any Asset Sale cash proceeds from the issuance or Recovery Event that does not constitute a Reinvestment Event or an MF Required Dispositionincurrence of Indebtedness permitted pursuant to Section 6.01), which, together with the Borrower shall no later than the third Business Day following the receipt of such Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000Proceeds, then, apply an amount equal to 100% of such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the prepay outstanding Term Loans in accordance with Section 2.18(b2.13(d). Each prepayment . (d) Prior to the repayment in full of all Term Loans and all Obligations (other than contingent obligations) relating thereto, all prepayments required by this Section 2.13 shall be applied to the repayment of the Term Loans under Section 2.12 shall be accompanied by accrued interest to until paid in full (based on the principal amounts of such Term Loans 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 on the amount prepaidshall instead be applied in accordance with Section 2.17(b). (e) Notwithstanding any provision anything to the contrary contained in this AgreementSection 2.13 or elsewhere in this Agreement including in Section 9.08, the following amounts Borrower shall have the option in its sole discretion to give the Lenders the option to waive their pro rata share of a mandatory prepayment of Term Loans which is to be excluded from made pursuant to Section 2.13(a), (b) or (c) (each such repayment a “Waivable Mandatory Prepayment”) upon the calculation terms and provisions set forth in this Section 2.13(e). If the Borrower elects to exercise the option referred to in the immediately preceding sentence the Borrower shall give to the Administrative Agent written notice of its intention to give the Lenders the right to waive a Waivable Mandatory Prepayment including in such notice the aggregate amount of such proposed prepayment not later than 12:30 p.m. five Business Days prior to the date of the proposed prepayment which notice the Administrative Agent shall promptly forward to all Lenders indicating in such notice the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required prepayment to be applied to repay Loans at each such Lender’s outstanding Term Loans. The Borrower’s offer to permit the times provided in Section 2.12(b) and Lenders to waive any such Waivable Mandatory Prepayment may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing apply to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any or part of such affected Net Cash Proceeds is permitted under prepayment, provided that any offer to waive part of such prepayment must be made ratably to the applicable local law, Term Loan Lenders (based on the Parent Borrower shall prepay principal amount of the Term Loans (not on the date of prepayment). In the event that any such 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 five (5) 4:00 p.m. on the date which is two Business Days after such distribution is permitted) by an amount equal to such portion the date of such affected amount, except, for notice from the avoidance of doubt, Administrative Agent and the Administrative Agent shall promptly thereafter notify the Borrower thereof which notice shall also include the amount such Lender desires to the extent that a Reinvestment Event has occurred receive in respect of such Net Cash Proceeds or prepayment. If any Lender does not reply to the extent Section 2.12(e)(ii) precludes Administrative Agent within such two Business Day period such Lender will be deemed not to have waived any part of such prepayment; and (ii) . If any Net Cash Proceeds from 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 Asset Sale by a Foreign Subsidiary such Lender waives all or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in part of its reasonable judgment that the distribution share of any of or all such items to Waivable Mandatory Prepayment the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay retain 100% of the Term Loans (not later than five (5) Business Days after amount so waived by such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepaymentLender. Notwithstanding anything to the contrary contained above if one or more Lenders waives its right to receive all or any part of any Waivable Mandatory Prepayment but less than all the Lenders 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 Lenders shall not have the right to waive mandatory prepayments under this Section 2.13 except as set forth in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States2.13(e). (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (ai) If As promptly as reasonably practicable, but in any Indebtedness event within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) commencing with the Fiscal Year ending December 31, 2011, the Borrower shall cause to be prepaid an aggregate principal amount of Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements (commencing with the first full Fiscal Year ending after the Closing Date) minus (B) the sum of (1) all voluntary prepayments of Term Loans during such Fiscal Year (2) all voluntary prepayments of Revolving Credit Loans during such Fiscal Year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, and (3) all mandatory prepayment of the Term Loans pursuant to clause (iv) of this Section 2.04(b); provided that the ECF percentage shall be issued reduced to 25% in the event the Total Leverage Ratio is less than 3.50:1.00 but not less than 2.50:1.00, and shall be reduced to 0% in the event the Total Leverage Ratio is less than 2.50:1.00. (ii) As promptly as practicable, but in any event within five (5) Business Days after issuance thereof, the Borrower shall cause to be prepaid an aggregate principal amount of Loans equal to 50% of Net Cash Proceeds from the issuance of any capital contribution to, or incurred the issuance of any Equity Interests (other than Disqualified Equity Interests) of, the Borrower, if any; provided that such percentage shall be reduced to 0% in the event the Total Leverage Ratio is less than 3.50:1.00. (iii) Subject to Section 2.04(b)(iii)(B), if (x) the Borrower or any Subsidiary Disposes of any property, or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Group Member the Borrower or such Subsidiary of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% (excluding any Indebtedness incurred such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided, that, no such prepayment shall be required pursuant to this Section 2.04(b)(iii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 7.2 2.04(b)(iii)(A) (which notice may only be provided if no Event of Default has occurred and is then continuing). (A) With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within twelve (12) months following receipt of such Net Cash Proceeds; provided that (i) so long as an Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default is continuing) and (ii) if any Credit Agreement Refinancing Facilities Net Cash Proceeds are not so reinvested by the deadline specified above or Permitted External Refinancing Debt))if any such Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to 100% the Asset Percentage of the any such Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward to the prepayment of the Term Loans as set forth in this Section 2.12(d)2.04. (bB) Subject On each occasion that the Borrower must make a prepayment of the Loans pursuant to this Section 2.12(e2.04(b)(iii), if on the Borrower shall, as promptly as reasonably practicable, but in any event within five Business Days after the date any Group Member shall receive Net Cash Proceeds from any Asset Sale of realization or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to receipt of such Net Cash Proceeds (or, in excess the case of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made required pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b2.04(b)(iii)(A). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, promptly as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so longreasonably practicable, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of in any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than event within five (5) Business Days after the deadline specified therein, or of the date the Borrower reasonably determines that such distribution is permitted) by Net Cash Proceeds are no longer intended to be or cannot be so reinvested, as the case may be), make a prepayment, of the principal amount of Term Loans in an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect Asset Percentage of such Net Cash Proceeds realized or to the extent Section 2.12(e)(ii) precludes such prepayment; andreceived. (iiiv) If the Borrower or any Subsidiary incurs or issues any (A) Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03 or (B) Disqualified Equity Interests, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds from received therefrom as promptly as reasonably practicable, but in any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiaryevent, in each case, prior to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that date which is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after the receipt of such determinationNet Cash Proceeds. (v) by The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Borrowings comprising part of the same Borrowings and the L/C Advances and Cash Collateralize amounts under Letters of Credit in an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(iamount by which (A) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts amount of Foreign Currency Loans (x) Revolving Credit Borrowings and any outstanding (y) L/C Obligations denominated Advances plus the aggregate Available Amount of any Letter of Credit then outstanding exceeds (B) the Revolving Credit Facility on such Business Day. (vi) The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the Cash Collateral Account, an amount sufficient to cause the aggregate amount on deposit in the Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Sublimit on such Business Day. (vii) (A) Each prepayment of Loans pursuant to clauses (i), (ii), (iii) and (iv) of this Section 2.04(b) shall be applied first, with respect to the Term Loans and to the installments thereof in direct order of maturity for the next 12 months and thereafter ratably to the remaining installments thereof and second, to prepay any outstanding Revolving Credit Loans (without any reduction of commitments); and (B) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares subject to clause (v) of this Section 2.04(b). (viii) Prepayments of the Revolving Credit Facility made pursuant to clauses (v) and (vi) of this Section 2.04(b) shall be applied first to prepay to L/C Foreign Currency exceeds an amount equal Credit Extensions then outstanding until such advances are paid in full, second, applied to 105prepay Revolving Credit Loans then outstanding comprising part of the same Borrowings until such Loans are paid in full and third, to Cash Collateralize 102% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such Available Amount of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated then outstanding; provided, that, the remaining amount (if any) after the prepayment in full of the Loans and extensions of credit then outstanding and the 102% Cash Collateralization of the of the aggregate Available Amount of Letters of Credit then outstanding may be retained by the Borrower. Upon the drawing of any Letter of Credit for which funds are on deposit in the Cash Collateral Account, such funds shall be applied to reimburse the applicable L/C Foreign Currency Issuer or the Revolving Credit Lenders, as applicable. Each such prepayment shall be paid to the Revolving Credit Lenders in accordance with their respective Pro Rata Shares. (ix) In the event that the Merger does not occur prior to or on the date that is 90 days after the Closing Date, the Borrower shall cause, within three Business Day after such date, to be prepaid an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding Term Loans equal to 100% of the Escrow Proceeds. Prepayment of Loans pursuant to this clause (ix) shall be applied first, with respect to the Term Loans ratably based on the then aggregate outstanding principal amounts thereof in direct order of Foreign Currency Loans does not exceed maturity for the Foreign Currency Sublimit or next succeeding twelve (ii12) the Total Revolving Extensions months and, second, ratably to any remaining installments pro rata in direct order of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitmentsmaturity.

Mandatory Prepayments. (a) If On each date on which the Commitments are reduced pursuant to Section 2.07 or Section 2.08, the Borrower shall repay or prepay such principal amount of the outstanding Loans, if any Indebtedness shall be issued or incurred by (together with interest accrued thereon and any Group Member (excluding any Indebtedness incurred in accordance with amount due under Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt8.05(a)), an as may be necessary so that after such payment the aggregate unpaid principal amount equal to 100% of the Net Cash Proceeds thereof shall be applied on Loans does not exceed the date of such issuance or incurrence toward the prepayment aggregate amount of the Term Loans Commitments as set forth in Section 2.12(d)then reduced. (b) Subject to On each date on which the aggregate principal amount of the Loans outstanding exceeds the Borrowing Base on such date, the Borrower shall repay or prepay such principal amount of the outstanding Loans (together with interest thereon and any amount due under Section 2.12(e8.05(a), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event ) as may be necessary so that after such payment the aggregate unpaid principal amount of the Loans does not constitute a Reinvestment Event or an MF Required Disposition, which, together with exceed the Net Cash Proceeds received from all other Asset Sales or Recovery Events in Borrowing Base on such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d)date. (c) [Reserved]Each such payment or prepayment pursuant to paragraph (a), (b) or (d) shall be applied ratably to the Loans of the Banks outstanding on the date of payment or prepayment in the following order of priority: (i) first, to Swing Loans, (ii) secondly to Syndicated Loans which are Base Rate Loans; and (iii) thirdly, to Euro-Dollar Loans. (d) Amounts to be applied In the event of a Change in connection with prepayments Control, the Borrower shall notify the Agent and the Banks thereof within 3 Business Days of the occurrence thereof, and shall include in such notification relevant information pertaining thereto. Within 14 Business Days after demand by the Agent, made in writing at the request of the Required Banks within 60 days of the Agent's receipt of the aforesaid notice from the Borrower, the Borrower shall prepay in full the aggregate unpaid principal amount of the Loans, all accrued and unpaid interest thereon, any amounts due under Section 8.05(a), and all other accrued and unpaid amount hereunder, and the Commitments thereupon shall terminate pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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 prepaid2.08. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. The Borrower shall make a prepayment of the outstanding principal amount of the Term Loan (a “Term Loan Mandatory Prepayment”) until paid in full in cash and then to prepayments of the CapEx Loan (a “CapEx Loan Mandatory Prepayment) until paid in full in cash upon the occurrence of any of the following events, at the following times and in the following amounts. Each prepayment of the Term Loan shall be applied to the scheduled installments of the Term Loan (pro rata among all Advances of the Term Loan) in inverse order of maturity (excluding the final payment thereon) and thereafter the Borrower shall make a prepayment to the outstanding principal amount of the CapEx Loan until paid in full in inverse order of maturity pro rata among all Advances of the CapEx Loan (excluding the final payment thereon), and any remaining amounts shall be applied to the outstanding Revolving Loan without a reduction to the Revolving Loan Commitment. (a) If any Indebtedness shall be issued Concurrently with the receipt by the Borrower or incurred by any Group Member (excluding Subsidiary of any Indebtedness incurred in accordance with Section 7.2 Net Cash Proceeds from all Asset Dispositions (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)Asset Dispositions covered in clause (c) below), the Net Cash Proceeds of which are in excess of Two Hundred and Fifty Thousand and 00/100 Dollars ($250,000.00) in the aggregate for all Asset Dispositions in any calendar year, in an amount equal to 100% of the such Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d)Proceeds. (b) Subject to Section 2.12(e), if on Concurrently with the receipt by the Borrower or Holdings of any date any Group Member shall receive Net Cash Proceeds from any Asset Sale issuance of Debt (other than Debt permitted to be incurred under Section 9.1), Debt securities. (c) Unless an insurance company directly pays any contractor or Recovery Event that does not constitute a Reinvestment Event subcontractor providing services in connection with an insured loss, all insurance or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such condemnation Net Cash Proceeds in excess of Two Hundred and Fifty Thousand and 00/100 Dollars ($40,000,000250,000.00) per claim shall be deposited in an interest bearing deposit account at the Bank in the name of the Borrower (the “Proceeds Account”) promptly upon receipt thereof by the Borrower or the Bank. Within 120 days after such receipt the Borrower may expend, and an amount equal or commit to expend, some or all of the funds in the Proceeds Account for rebuilding, repairing or replacing the property for which such insurance or condemnation Net Cash Proceeds received thereafter were paid. All funds in such fiscal year, the Proceeds Account that have not been committed to be so expended by the 120th day after receipt shall be distributed by the Bank and applied on by it to reduce Term Loan until reduced to zero, and then to the fifth Business Day CapEx Loan until reduced to zero and all funds remaining in the Proceeds Account upon completion of such rebuilding, repairing or replacement shall be distributed by the Bank and applied by it to reduce Term Loan until reduced to zero, then to the CapEx Loan until reduced to zero and then to the Revolving Loan until reduced to zero. If no Event of Default has occurred and is continuing, then all amounts remaining in the Proceeds Account after receipt toward the prepayment Term Loan has been reduced to zero and then to the CapEx Loan until reduced to zero shall be promptly delivered to the Borrower by the Bank. The foregoing notwithstanding, the Bank shall have the right to debit the Proceeds Account in the amount of, and apply the debit amount to pay, any of the Term Loans Obligations that are not paid when due as set forth in Section 2.12(d); provided, that, notwithstanding provided herein or at any time after the foregoing, on each Reinvestment Prepayment Date, occurrence and during the continuation of an amount equal Event of Default. The Borrower hereby assigns and grants to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment Bank a first priority Lien in any such Proceeds Account as security for payment and performance of the Term Loans as set forth Obligations. Expenditures by the Borrower for such rebuilding, repairing or replacement in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation excess of the amount of the insurance or condemnation Net Cash Proceeds from shall be deemed Capital Expenditures. The Bank is hereby authorized to participate in any Asset Sale proceeding for the condemnation or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution other taking of any of such affected Net Cash Proceeds is permitted under the applicable local law, Borrower’s property and the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal from time to such portion of such affected amount, except, for the avoidance of doubt, time will deliver to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or Bank all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required instruments reasonably requested by the applicable law Bank to avoid any permit such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United Statesparticipation. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If any Indebtedness Payor shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d).prepay amounts outstanding under this Note: (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, i. on each Reinvestment Prepayment Note Interest Payment Date, in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment sum of the Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiarythe Quarterly Prepayment Threshold (as defined herein) for the applicable Fiscal Quarter (less the amount of, as applicableand only after, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of interest paid in such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(bFiscal Quarter), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and plus (ii) any Net Cash Proceeds from portion of the Quarterly Prepayment Threshold for any Asset Sale by previous Fiscal Quarter which Payor failed to use to pay interest or make a Foreign Subsidiary or Net Cash Proceeds from mandatory prepayment for any Recovery Event with respect reason pursuant to a Foreign Subsidiary, this Note; in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution such amount constitutes Distributable Cash; and ii. with 100% of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded Net Equity Proceeds from the calculation sale or issuance of any common Equity Interests of the Partnership received by Payor after the date hereof so long as no Default or Event of Default has occurred and is continuing or would result therefrom and Payor is in pro forma compliance with the financial covenants set forth in the Credit Agreement treating such payment as a Restricted Junior Payment pursuant to Section 6.4(c) of the Credit Agreement; provided, that Payor shall be permitted to retain without mandatory prepayment up to Twenty-Five Million Dollars ($25,000,000) of Net Cash Equity Proceeds in accordance with received after the date hereof (such Net Equity Proceeds, “Specified Net Equity Proceeds”); provided, further, that Payor, at its option, may prepay all or part of the principal amount of this paragraph 2.12(e)(ii) will not be required Note outstanding from time to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of time without penalty or premium using such affected Specified Net Cash Proceeds would cease to result in adverse tax consequencesEquity Proceeds; provided, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amountfurther, exceptthat, for the avoidance of doubt, Payor shall be permitted to use Net Equity Proceeds to prepay Loans outstanding under the Credit Agreement to the extent that a Reinvestment Event has occurred extent, and in respect such amounts as, necessary to cause Payor to be in pro forma compliance with the financial covenants set forth in the Credit Agreement for purposes of such Net Cash Proceeds or making Restricted Junior Payments pursuant to the extent Section 2.12(e)(i6.4(c) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving CommitmentsAgreement.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in In accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)2.1(f)(iii), an amount equal (A) during a Sweep Event, the Borrower shall apply Actual Net Cash Flow remaining after making the transfers required pursuant to 100% Sections 3.5(d)(1) through 3.5(d)(4) of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied CADA to the prepayment of the Term Loans in accordance with Section 2.18(b). Each 3.5(d)(5) of the CADA until such time the Sweep Event is remedied, provided that in the event that a Sweep Event is caused by the occurrence of a Bankruptcy Event of SolarCity as set forth in clause (c) of the definition of such term, such Sweep Event cannot be remedied and such Sweep Event shall continue until the Discharge Date; (B) during a Subject Fund Sweep Event, the Borrower shall apply Actual Net Cash Flow remaining after making the transfers required pursuant to Sections 3.5(d)(1) through 3.5(d)(4) of the CADA to the prepayment of Loans that were advanced in respect of the Term Loans Subject Fund Borrowing Base for the applicable Subject Fund in accordance with Section 3.5(d)(5) of the CADA until the earlier of (x) such time the Subject Fund Sweep Event is remedied or (y) such time such Subject Fund becomes a Watched Fund; (C) upon receipt of any Equity Contributions for the purpose of curing a Default under Section 2.12 8.1(i), the Borrower shall be accompanied by accrued interest to cause the date proceeds of such Equity Contributions to be applied as a prepayment on of outstanding principal of the Loans in an amount not less than the amount prepaid. required to satisfy the Applicable Threshold, (eD) Notwithstanding upon receipt of any provision to the contrary in this AgreementEquity Contributions under Section 5.19, the following amounts Borrower shall cause the proceeds of such Equity Contribution to be excluded from applied as a prepayment of outstanding principal of the calculation of Loans in an amount not less than the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: applicable Correction Payment Amount; and (iE) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, upon receipt of the distribution proceeds of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation refinancing of Net Cash Proceeds Flows of one or more Subject Funds in accordance with this Section 2.12(e)(i2.10(b) will not be required in an amount to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred were advanced and are outstanding in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United StatesSubject Funds. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If On the next occurring Payment Date following the date on which Borrower or Grantor actually receives any Indebtedness shall be issued Net Proceeds, if Lender is not obligated to make such Net Proceeds available to Borrower or incurred by any Group Member (excluding any Indebtedness incurred Grantor pursuant to this Agreement for the restoration of the Property, Borrower shall, at Lender's option, prepay the outstanding principal balance of the Note in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to one hundred percent (100% %) of the such Net Cash Proceeds thereof Proceeds. No Prepayment Consideration or other penalty or premium shall be due in connection with any prepayment made pursuant to this Section 2.3.2. Any partial prepayment under this Section shall be applied on to the date last payments of such issuance or incurrence toward principal due under the prepayment of the Term Loans as set forth in Section 2.12(d)Loan. (b) Subject On the date on which Borrower tenders a Casualty/Condemnation Prepayment pursuant to Section 2.12(e)6.4(e) below, if such tender shall include (a) all accrued and unpaid interest and the principal indebtedness being prepaid, including interest on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in outstanding principal amount of the applicable Note through the last day of the month within which such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000tender occurs, and an amount equal (b) any other sums due hereunder relating to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans applicable Note. Except as set forth in this Section 2.12(d2.3.2(b); provided, thatother than following an Event of Default, notwithstanding the foregoing, on each Reinvestment no Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event Consideration or other penalty or premium shall be applied toward the prepayment of the Term Loans as set forth due in Section 2.12(d)connection with any Casualty/Condemnation Prepayment. (c) [Reserved]. (d) Amounts Pursuant to be applied in connection with prepayments made pursuant that certain Contribution Agreement dated as of July 21, 2004 Inland Capital HC, L.L.C., a Delaware limited liability company, which is wholly-owned by Indemnitor, has a contingent obligation to Section 2.12 shall be applied make a capital contribution to the prepayment Capital Centre Holding, LLC of the Term Loans in accordance with Section 2.18(b). Each prepayment of the Term Loans under Section 2.12 shall be accompanied by accrued interest up to the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary $6,947,764 (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans ("Earnout") not later than five the date which is two (52) Business Days years from the Closing Date (the "Earnout Date") based upon certain additional leasing at the Property after such distribution is permitted) by an amount equal the Closing Date. On or before the Earnout Date, Grantor shall deliver evidence acceptable to such Lender reflecting that portion of such affected amountthe Earnout that has been paid. If less than the entire Earnout has been paid. Lender, exceptat Grantor's expense, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by obtain an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents appraisal of the sum of Property from an appraiser satisfactory to Lender. If the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents ratio of the outstanding principal amounts balance of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or Loan to the fair market value of the Property reflected in such appraisal is greater than 55% (iias determined by Lender), then Grantor shall prepay (together with the applicable Prepayment Consideration) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding an amount that will result in a currency other than Dollars) exceed loan to value ratio of 55% (the Total Revolving Commitments"Earnout Prepayment"). Indemnitor by its execution of this Loan Agreement below, irrevocably and unconditionally guarantees payment of the Earnout Prepayment required under this provision when due as a primary obligor. The foregoing guaranty is an irrevocable, absolute, continuing guaranty of payment and performance, is not merely a guaranty of collection, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of may be enforced by Lender and any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such subsequent holder of the outstanding Revolving Extensions Note and shall not be discharged by the assignment or negotiation of Credit and cash collateralize any outstanding Letters all or part of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving CommitmentsNote.

Mandatory Prepayments. (a) If the Borrower or any Indebtedness of its Subsidiaries shall be issued issue or incurred by sell any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 Capital Stock (other than Capital Stock issued to (i) directors, officers or employees pursuant to a stock-option or compensation plan or (ii) the Borrower or a Subsidiary of the Borrower) or issue, sell or incur any Credit Agreement Refinancing Facilities Indebtedness (other than Excepted Indebtedness), then no later than the earlier of (x) the next Interest Payment Date and (y) 30 days after the issuance or Permitted External Refinancing Debt))sale of such Capital Stock or the issuance, sale or incurrence of such Indebtedness, an amount equal to 100% of the Net Cash Proceeds thereof therefrom shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d)Loans. (b) Subject to Section 2.12(e), if on If the Borrower or any date any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event Event, then as soon as practicable and in any event no later than the earlier of (x) the next Interest Payment Date and (y) 30 days after the receipt by the Borrower or an MF Required Disposition, which, together with the relevant Subsidiary of the Net Cash Proceeds received from all other such Asset Sales Sale or Recovery Events in Event, such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d)Loans. (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made The application of any prepayment pursuant to Section 2.12 2.08 shall be applied made, first, to the prepayment of the Term Alternate Base Rate Loans in accordance with Section 2.18(b)and, second, to Eurodollar Loans. Each prepayment of the Term Loans under Section 2.12 2.08 (except in the case of Alternate Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment and any amounts payable pursuant to Section 2.22 on the amount prepaid. (ed) Notwithstanding any provision All prepayments of Loans pursuant to the contrary in this Agreement, the following amounts Section 2.08 shall be excluded from without the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds payment by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal premium or penalty except for amounts payable pursuant to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States2.22. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If Not later than thirty (30) Business Days following receipt by the Borrower or any Indebtedness of its Restricted Subsidiaries of Net Cash Proceeds of any Disposition or Recovery Event, the Borrower shall be issued or incurred by any Group Member (excluding any Indebtedness incurred prepay the Obligations in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth 2.12(c) in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds; provided that such prepayment shall not be required (i) if the Borrower has notified the Administrative Agent prior to the expiration of such 30-Business Day period that such Net Cash Proceeds are to be used to repair or replace the property subject to such Disposition or Recovery Event or to acquire other property useful in excess the business of $40,000,000the Borrower or its Subsidiaries, and either such use or acquisition shall occur, or a binding commitment for such use or acquisition shall have been entered into, within one year of the date of such Disposition or Recovery Event, (ii) if the aggregate amount of such Net Cash Proceeds that arc not reinvested or committed for such reinvestment in accordance with the foregoing clause (i) hereof is less than or equal to (x) with respect to the Net Cash Proceeds of Dispositions, $10,000,000 in any Fiscal Year and (y) with respect to the Net Cash Proceeds of Recovery Events, $1,000,000 in any Fiscal Year and (iii) in the event such Disposition occurs outside of the United States, if the Borrower has reasonably determined that the repatriation of such Net Cash Proceeds, and the related prepayment required pursuant to this clause (a), would cause a material adverse tax consequence on the Borrower; provided further that if the Borrower shall fail to reinvest such Net Cash Proceeds within such one-year period but shall have notified the Administrative Agent prior to the expiration of such one-year period in writing of an Investment that the Borrower has committed to make with such Net Cash Proceeds, then such one-year reinvestment period shall be extended for an additional 180 days. (b) Promptly upon (but in any event no later than one (1) Business Day following) the receipt by the Borrower or any of its Subsidiaries of any Cure Amounts, the Borrower shall prepay the Obligations in accordance with Section 2.12(c) in an amount equal to all such Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d)Proceeds. (c) [Reserved]Any prepayments made by the Borrower pursuant to Sections 2.12(a) or (b) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective Pro Rata Shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective Pro Rata Shares of such interest and fees; fourth, to the principal balance of the Term Loans, the Add-On Term Loans and the Incremental Term Loan A on a ratable basis, until all of the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of each respective Term Loan, the Add-On Term Loans and the Incremental Term Loan A and applied to the principal installments of the Term Loans, the Add-On Term Loans and the Incremental Term Loan A on a pro rata basis; fifth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender, sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments and seventh, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fifth through seventh above, unless a Default or an Event of Default has occurred and is continuing and Lenders (excluding any Defaulting Lender) holding more than 50% of the Revolving Commitments so request. (d) Amounts to be applied in connection with prepayments made If at any time (i) the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, (ii) the Revolving Dollar Credit Exposure of all Dollar Lenders exceeds the aggregate Dollar Commitments or (iii) the Revolving Multicurrency Credit Exposure of all Multicurrency Lenders exceeds the aggregate Multicurrency Commitments, as reduced pursuant to Section 2.12 2.8 or otherwise, the Borrower shall be applied to immediately, upon the prepayment earlier of demand from the Administrative Agent or knowledge of a Responsible Officer of the Term Borrower, repay Swingline Loans in accordance with Section 2.18(b). Each prepayment of the Term Loans under Section 2.12 shall be accompanied by accrued interest to the date of (if such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event excess is with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(bMulticurrency Commitment) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Revolving Loans (not later than five (5) Business Days after such distribution is permitted) by in an amount equal to such portion of excess, together with all accrued and unpaid interest on such affected amount, except, for the avoidance of doubt, excess amount and any amounts due under Section 2.19. Each prepayment shall be applied first to the extent that a Reinvestment Event has occurred in Swingline Loans (if such excess is with respect of such Net Cash Proceeds or to the Multicurrency Commitment) to the full extent Section 2.12(e)(iithereof, second, within the affected Class, first to the Base Rate Loans to the full extent thereof, and then to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, (i) precludes such prepayment; and the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments or (ii) any Net the Revolving Multicurrency Credit Exposure of all Lenders exceeds the aggregate Multicurrency Commitments, the Borrower shall Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event Collateralize its reimbursement obligations with respect to a Foreign Subsidiary, all Letters of Credit in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall excess plus any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United Statesaccrued and unpaid fees thereon. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If 5.4.1 ConcurrentlySolely to the extent prior to a Qualified IPO, concurrently with any Indebtedness shall be issued or incurred issuance of Equity Interests by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 a Borrower (other than any Credit Agreement Refinancing Facilities issuances of Equity Interests to the Equity Sponsor and other investors existing on the Closing Date, issuances to management or Permitted External Refinancing Debt)employees under employee stock option or similar benefit plan in existence from time to time or issuances in connection with Section 10.3.3 hereunder), Borrowers shall prepay the Obligations in an amount equal to 50% of the Net Proceeds of such issuance; provided, for the avoidance of doubt, that Net Proceeds from the issuance of Equity Interests by the IPO Issuer in connection with a Qualified IPO shall not be used to prepay the Obligations, if any; 5.4.2 Within five (5) Business Days of receipt of Net Proceeds of any non-ordinary course sale or other disposition of assets (including as a result of casualty or condemnation (subject to Section 8.6.2) and excluding sales or other dispositions of Inventory, surplus, obsolete or worn-out Property, Property no longer used or useful in such Obligor’s business) by any Obligor in excess of $250,000 in any Fiscal Year (with only the amount in excess of the annual amount being subject to prepayment), Borrowers shall prepay the Obligations in an amount equal to 100% of the Net Cash Proceeds thereof of such disposition; provided, however, that Net Proceeds that are reinvested (or committed in writing to be reinvested) in replacement assets (including acquisitions of other entities) useful in the business of any Obligor within 365 days (and if so committed in writing to reinvestment within such 365-day period, reinvested within 90 days), shall be excluded; provided, however, that in each case, until the same has been reinvested or the reinvestment period has expired, such Net Proceeds shall be applied on as follows: (a) FIRST, (i) to the date extent necessary to prevent the then outstanding Term Loan One from exceeding the Term Loan One Formula Amount (as adjusted to give effect to the loss in value of the Real Estate or Equipment that is the subject of such issuance or incurrence toward Disposition), to a restricted deposit account maintained by the prepayment Borrowers that is subject to the Agent’s first priority lien (other than Permitted Liens) and treated only for purposes of the Term Loans Loan One Formula Amount as set forth an offset to the principal amount of the Term Loan One, and (ii) to the extent necessary to prevent the then outstanding Term Loan Two from exceeding the Term Loan Two Formula Amount (as adjusted to give effect to the loss in Section 2.12(dvalue of the Real Estate or Equipment that is the subject of such Disposition)., to a restricted deposit account maintained by the Borrowers that is subject to the Agent’s first priority lien (other than Permitted Liens) and treated only for purposes of the Term Loan Two Formula Amount as an offset to the principal amount of the Term Loan Two; (b) Subject SECOND, to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment repayment of the Term Revolver Loans as set forth in Section 2.12(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 then outstanding (without a corresponding reduction of the Term Revolver Commitments) until the Revolver Loans as set forth are paid in Section 2.12(d).full; (c) [Reserved]LAST, to the Borrowers for their general business purposes. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than 5.4.3 Within five (5) Business Days after such distribution is permitted) by of the receipt of any Extraordinary Receipts in excess of $250,000 in the aggregate in any Fiscal Year, Borrowers shall prepay the Obligations in an amount equal to such portion 100% of such affected amountproceeds, exceptnet of fees, for the avoidance costs and expenses incurred in collecting such Extraordinary Receipts and taxes paid or payable as a result thereof or as a result of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal Extraordinary Receipts to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.Person;

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred Not later than the third Business Day following the receipt of Net Cash Proceeds by any Group Member (excluding any Indebtedness incurred Loan Party in respect of one or more Asset Sales in an aggregate amount in excess of $2,000,000, the Borrower shall apply the Pro Rata Share of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 7.2 2.13(e), it being understood and agreed that the Borrower shall make an offer to the holders of the Senior Secured Notes to purchase the Senior Secured Notes in an aggregate amount equal to the remaining balance of such Net Cash Proceeds in accordance with the terms of the Senior Secured Note Indenture. For purposes hereof, “the Pro Rata Share” of Net Cash Proceeds received with respect to any Asset Sale at any time means the percentage of the aggregate principal amount of the Loans and the Senior Secured Notes outstanding at such time represented by the aggregate principal amount of the Loans outstanding at such time. (a) 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 September 30, 2011, 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 prepay outstanding Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to (x) 50% of Excess Cash Flow for the fiscal year then ended minus (y) voluntary prepayments of Loans under Section 2.12 during such fiscal year but only to the extent that such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness; provided that such percentage shall be reduced to 25% if the Leverage Ratio as of the last day of the immediately preceding four fiscal quarters was less than 3.2:1. (b) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01, except for Section 6.01(b)(ii) as to which the mandatory prepayment requirement of this Section 2.13(c) shall apply), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds to prepay outstanding Loans in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in accordance with Section 2.12(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 Term Loans as set forth in Section 2.12(d2.13(e). (c) [Reserved]In the event that Super Holdco or any Loan Party shall receive Net Cash Proceeds in respect of any purchase price adjustment relating to the Acquisition (a “Purchase Price Adjustment”), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by any such Person, cause an amount equal to 100% of such Net Cash Proceeds to be applied to prepay outstanding Loans in accordance with Section 2.13(e). (d) Amounts to be applied in connection with Mandatory prepayments made pursuant to Section 2.12 of outstanding Loans under this Agreement shall be allocated pro rata between the Term Loans and the Other Term Loans and applied to pro rata against the prepayment remaining scheduled installments of principal due in respect of the Term Loans in accordance with Section 2.18(b). Each prepayment of and the Other Term Loans under Section 2.12 shall be accompanied by accrued interest Sections 2.11(a)(i) and (ii) respectively, except to the date extent the terms of such prepayment on the amount prepaidany Incremental Term Loans provide for a less favorable treatment of any Other Term Loans. (e) Notwithstanding any provision The Borrower shall deliver to the contrary Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in this Agreement, the following amounts shall be excluded from reasonable detail the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: such prepayment and (iii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiarypracticable, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) least three Business Days after such determination) by an amount equal to such portion prior written notice of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything Each notice of prepayment shall specify the prepayment date, the Type of each Term Loan being prepaid and the principal amount of each Term Loan (or portion thereof) to the contrary in be prepaid. All prepayments of Borrowings under this Section 2.122.13 shall be subject to Section 2.16, in no event but shall any Group Member otherwise be required to repatriate cash of Non-Domestic Subsidiaries to without premium or penalty, and shall be accompanied by accrued and unpaid interest on the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, to be prepaid to but excluding the aggregate Dollar Equivalents date of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitmentspayment.

Mandatory Prepayments. (a) If Upon receipt by Holdings, the Borrower or any Indebtedness of its Subsidiaries of (i) Net Cash Proceeds arising from an Asset Sale, Recovery Event or Debt Issuance, the Borrower shall be issued immediately prepay the Loans (or incurred by any Group Member (excluding any Indebtedness incurred provide cash collateral in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), respect of Letters of Credit) in an amount equal to 100% of the such Net Cash Proceeds; or (ii) Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). arising from an Equity Issuance (b) Subject to Section 2.12(eother than Permitted Cure Securities), if on any date any Group Member the Borrower shall receive Net Cash Proceeds from any Asset Sale immediately prepay the Loans (or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events provide cash collateral in such fiscal year exceed $40,000,000, then, respect of Letters of Credit) in an amount equal to 50% of such Net Cash Proceeds Proceeds; provided, however, that in excess the case of $40,000,000, and an amount equal to all any Net Cash Proceeds received thereafter constituting the Reinvestment Deferred Amount with respect to a Reinvestment Event, the Borrower shall prepay the Loans (or provide cash collateral in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment respect of the Term Loans as set forth Letters of Credit) in Section 2.12(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any, on the Reinvestment Prepayment Date with respect to the relevant such Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this AgreementEvent; provided, the following amounts shall be excluded from the calculation of however, that the amount of Net Cash Proceeds received in the same Fiscal Year from one or more Reinvestment Events that may be specified as Reinvestment Deferred Amounts in one or more Reinvestment Notices shall not exceed $30,000,000 in the aggregate for all such Net Cash Proceeds so received. Any such mandatory prepayment shall be applied in accordance with Section 2.9(c) below. (b) If the Consolidated Leverage Ratio for the last day of any Asset Sale Fiscal Year is greater than or Recovery Eventequal to 5.0 to 1.0, as applicable: the Borrower shall prepay the Loans, on a date no later than 5 days after the earlier of (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect the date on the Financial Statements of the Borrower referred to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary in Section 5.1(a) for such Fiscal Year are required to be delivered to the Parent Borrower Lenders and (ii) the date such financial statements are actually delivered, in an amount equal to 50% (provided that, (A) such amount shall be reduced to 25% if the Consolidated Leverage Ratio on the date pursuant to this Section 2.9(b) is less than 5.0 to 1.0, but greater than or a Domestic Subsidiary or any holder equal to 4.0 to 1.0 and (B) no mandatory prepayment shall be required pursuant to this Section 2.9(b) if the Consolidated Leverage Ratio on the date pursuant to this Section 2.9(b) is less than 4.0 to 1.0) of Capital Stock of Excess Cash Flow for such Foreign Subsidiary is prohibited or delayed by applicable local lawFiscal Year. Any amount that is excluded from such mandatory prepayment shall be applied in accordance with Section 2.9(c) below. (c) Any prepayments made by the calculation of Net Cash Proceeds Borrower required to be applied in accordance with this Section 2.12(e)(i2.9(c) will not shall be applied as follows: first, to prepay the outstanding principal balance of the Term Loans, until such Term Loans shall have been prepaid in full; second, to repay the outstanding principal balance of the Swing Line Loans, until such Swing Line Loans shall have been repaid in full; third, to repay the outstanding principal balance of the Revolving Loans, until such Revolving Loans shall have been paid in full; and then, to provide cash collateral for any Letter of Credit Obligations in the manner set forth in Section 7.3 until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein. All prepayments of the Term Loans made pursuant to this Section 2.9 shall be applied to reduce ratably the remaining installments of such outstanding principal amounts of the Term Loans of both Tranches on a pro rata basis. All repayments of Revolving Loans and Swing Line Loans required to be made pursuant to Section 2.9(a) or (b) (or which would be required to be applied to repay made had the outstanding Revolving Loans at and Swing Line Loans equaled the times Revolving Credit Commitments then in effect) shall result in a permanent reduction of the Revolving Credit Commitments as provided in Section 2.12(b2.5(b). (d) and may be deducted from If at any amounts otherwise due under Section 2.12(b), so long, but only so long, as time the applicable local law will not permit a distribution of those funds by aggregate Revolving Credit Outstandings exceed the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate aggregate Available Revolving Credit Commitments at such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local lawtime, the Parent Borrower shall forthwith prepay the Term Swing Line Loans (not later than five (5) Business Days after such distribution is permitted) by first and then the Revolving Loans then outstanding in an amount equal to such portion excess. If any such excess remains after repayment in full of such affected amountthe aggregate outstanding Swing Line Loans and Revolving Loans, except, the Borrower shall provide cash collateral for the avoidance Letter of doubt, to Credit Obligations in the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided manner set forth in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines 7.3 in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion excess. (e) If at any time the aggregate Revolving Credit Euro Outstandings exceed $15,000,000, the Borrower shall forthwith prepay the Revolving Euro Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of such affected amountthe aggregate outstanding Revolving Euro Loans, except, the Borrower shall provide cash collateral for the avoidance Letter of doubt, Credit (Euro) Obligations in the manner set forth in Section 7.3 in an amount equal to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United Statesexcess. (f) If, on any date, (i) the aggregate Dollar Equivalents No mandatory prepayment of the sum Tranche A (Euro) Term Loans will be required as a result of any changes in the rate of exchange for Dollars and euro. (g) No later than the time at which the Borrower makes any mandatory prepayment to the Administrative Agent pursuant to this Section 2.9, the Borrower shall notify the Administrative Agent in writing of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, such mandatory prepayment and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitmentsreason therefor.

Mandatory Prepayments. The Borrower shall make prepayments of the outstanding amount of Term Loan One and Term Loan Two (ain addition to the scheduled principal installments) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred upon not less than one Business Day's prior notice to the Agent, in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount amounts equal to either or both of the following: (i) 75% of Excess Cash Flow of the Borrower for any fiscal year ending December 31, 2001 or thereafter, minus the aggregate principal amount of all voluntary prepayments of Term Loan One and Term Loan Two made during such fiscal year; and (ii) 100% of the Net Cash Sales Proceeds thereof received by the Borrower or any Subsidiary from Asset Sales permitted by this Agreement or (if not permitted by this Agreement) consented to by the Agent and the Required Lenders. In the case of clause (i), the prepayment shall be applied made within 10 days after the Agent's receipt of the annual audited financial statements of the Borrower, but in no event later than 130 days after the end of each fiscal year of the Borrower; provided that no such prepayment based on the date of such issuance or incurrence toward the prepayment Excess Cash Flow of the Term Loans Borrower for any fiscal year shall be required if the Leverage Ratio as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with of the Net Cash Proceeds received from all other Asset Sales or Recovery Events in end of such fiscal year exceed $40,000,000, then, an amount is less than or equal to such Net Cash Proceeds in excess 3.00 to 1.00. In the case of $40,000,000clause (ii), and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, the prepayment shall be applied on made not later than 30 days after the fifth Business Day after receipt toward the prepayment consummation of the Term Loans as set forth in Asset Sale. If such prepayment constitutes a repayment of a Eurodollar Advance on a date which is not the last day of a Eurodollar Interest Period, the Borrower shall not be required to pay any amounts that would otherwise be due under this Agreement (including without limitation, Section 2.12(d); provided, that, notwithstanding 3.4) for the foregoing, on each Reinvestment Prepayment Date, an amount equal repayment of a Eurodollar Rate Advance prior to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment last day of the Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 Eurodollar Interest Period. Any such mandatory prepayment shall be applied to the principal installments payable on Term Loan One in the inverse order of maturity; once Term Loan One is repaid in full, any such mandatory prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided principal installments payable on Term Loan Two in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution inverse order of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United Statesmaturity. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal In addition to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, payments due and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on owing from the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal Borrowers to the Reinvestment Prepayment Amount Bank with respect to the relevant Reinvestment Event Acquisition Line of Credit, the Borrowers shall pay to the Bank, on an annual basis until all Obligations with respect to the Acquisition Line of Credit are repaid in full, the amount equal to fifty percent (50%) of the Borrowers’ “Excess Cash Flow” for the previous Fiscal Year, which amount shall be applied toward due within thirty (30) days of notice from the prepayment Bank to the Borrowers of the Term Loans Bank’s determination of the amount due from the Borrowers, following the Bank’s receipt of the Borrowers’ annual financial statements for such Fiscal Year, as set forth in required under Section 2.12(d). (c10(h) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 of this Loan Agreement. Such payments shall be applied to the prepayment outstanding principal balance of the Term Loans Acquisition Line of Credit in accordance with Section 2.18(b). Each prepayment inverse order 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) Notwithstanding maturities, without premium or penalty, except for any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, “Break Funding Indemnification” as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b)7 of the Convertible Line of Credit Note, so longin the event such payment is made other than at the end of the then applicable Libor-Rate Period. For purposes of this calculation, but only so long“Excess Cash Flow” means “EBITDA”, as defined in Section 12 of this Loan Agreement, less the applicable local law will not permit a sum of interest paid, current maturities, taxes paid, distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, dividends made for the avoidance payment of doubttax liabilities, to the extent that a Reinvestment Event has occurred unfunded capital expenditures and changes in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; “Working Capital”, and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case“Working Capital” means current assets, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence)minus cash, minus current liabilities. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary All other terms used in this Section 2.12, 4(d) that are not specifically defined herein or in no event Section 12 of this Loan Agreement shall any Group Member be required have the meanings commonly ascribed to repatriate cash of Non-Domestic Subsidiaries to the United Statesthem under Generally Accepted Accounting Principles (“GAAP”). (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in In accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)2.1(f)(iii), an amount equal (A) during a Sweep Event, the Borrower shall apply Actual Net Cash Flow remaining after making the transfers required pursuant to 100% Sections 3.5(d)(1) through 3.5(d)(4) of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied CADA to the prepayment of the Term Loans in accordance with Section 2.18(b). Each 3.5(d)(5) of the CADA until such time the Sweep Event is remedied, provided that in the event that a Sweep Event is caused by the occurrence of a Bankruptcy Event of SolarCity as set forth in clause (c) of the definition of such term, such Sweep Event cannot be remedied and such Sweep Event shall continue until the Discharge Date; (B) during a Subject Fund Sweep Event, the Borrower shall apply Actual Net Cash Flow remaining after making the transfers required pursuant to Sections 3.5(d)(1) through 3.5(d)(4) of the CADA to the prepayment of Loans that were advanced in respect of the Term Loans Subject Fund Borrowing Base for the applicable Subject Fund in accordance with Section 3.5(d)(5) of the CADA until the earlier of (x) such time the Subject Fund Sweep Event is remedied or (y) such time such Subject Fund becomes a Watched Fund; (C) upon receipt of any Equity Contributions for the purpose of curing a Default under Section 2.12 8.1(i), the Borrower shall be accompanied by accrued interest to cause the date proceeds of such Equity Contributions to be applied as a prepayment on of outstanding principal of the Loans in an amount not less than the amount prepaid. required to satisfy the Applicable Threshold, (eD) Notwithstanding upon receipt of any provision to the contrary in this AgreementEquity Contributions under Section 5.19, the following amounts Borrower shall cause the proceeds of such Equity Contribution to be excluded from applied as a prepayment of outstanding principal of the calculation of Loans in an amount not less than the amount of Net Cash Proceeds from any Asset Sale applicable Correction Payment Amount or Recovery Eventthe amount of the required Equity Contribution under Section 5.19(b) or (c), as applicable: ; and (iE) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, upon receipt of the distribution proceeds of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation refinancing of Net Cash Proceeds Flows of one or more Subject Funds in accordance with this Section 2.12(e)(i2.10(b) will not be required in an amount to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred were advanced and are outstanding in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United StatesSubject Funds. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If any Indebtedness Unless the Required Lenders shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e)otherwise agree, if on any date the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute and the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a Reinvestment Event or an MF Required Dispositionpro forma basis after giving effect to such Asset Sale, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year would exceed $40,000,0006.25 to 1.00, then, an amount equal to unless a Reinvestment Notice shall be delivered in respect thereof, 100% of such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on or prior to the fifth Business Day 10th day after receipt toward such date to the prepayment of the Term Loans as set forth in Section 2.12(daccordance with Sections 2.7(d) and 2.13); providedprovided that the percentage in this Section 2.7(a) shall be reduced to (i) 50% to the extent the Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to such Asset Sale is less than or equal to 5.75 to 1.00 but greater than 5.25:1.00 and (ii) 25% to the extent the Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to such Asset Sale is less than or equal to 5.25 to 1.00, provided further, 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 to the prepayment of Term Loans in accordance with Sections 2.7(d) and 2.13. (b) [Reserved]. (c) Unless the Required Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (including the Securitization Manager and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements) (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence to the prepayment of the Term Loans as set forth Loans, in Section 2.12(d). (caccordance with Sections 2.7(d) [Reserved]and 2.13. (d) Amounts to be applied in connection with prepayments any prepayment made pursuant to Section 2.12 2.7 shall be applied to the prepayment of the Term Loans. The application of any prepayment pursuant to Section 2.7 shall be made, first, to Base Rate Loans in accordance with Section 2.18(b)and, second, to Eurodollar Loans. Each prepayment of the Term Loans under Section 2.12 2.7 (except in the case of Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any dateCalculation Date, (i) the aggregate Dollar Equivalents of the sum Equivalent of the aggregate outstanding principal amounts of Foreign Currency Revolving Credit Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency Alternative Currencies exceeds an amount equal to 105% of the Foreign Alternative Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Dollar Equivalent of the sum of the aggregate principal amount of all Revolving Extensions Credit Loans then outstanding and the L/C Obligations then outstanding exceeds an amount equal to 105% of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Credit Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers Borrower shall, following notice thereof from the Administrative Agent, without notice or demanddemand therefor, immediately promptly, but in any event within 5 days after such notice, repay such of the outstanding Revolving Extensions Credit Loans in the amount of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitmentsexcess.

Mandatory Prepayments. (a) If In the event that the Borrower receives any Indebtedness shall be issued or incurred by Net Cash Proceeds (including into escrow) of any Group Member (excluding issuance of any Indebtedness incurred in accordance with Section 7.2 Equity Interest (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)Excluded Equity Interest Issuance), an amount equal to in each case on or after the Effective Date, then 100% of the such Net Cash Proceeds thereof shall be applied on applied, not later than three Business Days following the date receipt by the Borrower of such issuance or incurrence toward Net Cash Proceeds, to prepay the prepayment of the Term Loans as set forth in Section 2.12(d2.09(c). (b) Subject to Section 2.12(e), if on In the event that the Borrower or any date of its Subsidiaries receives any Group Member shall receive Net Cash Proceeds from (including cash equivalents) of any Prepayment Asset Sale in respect of which Barclays Bank PLC or Recovery Event that does not constitute a Reinvestment Event one of its Affiliates has advised the Borrower or an MF Required Dispositionsuch Subsidiary in relation thereto as sell-side advisor, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to then 100% of such Net Cash Proceeds in excess shall be applied, not later than three Business Days following the receipt by the Borrower or any such Subsidiary of $40,000,000, and an amount equal to all such Net Cash Proceeds received thereafter in such fiscal yearProceeds, shall be applied on to prepay the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d2.09(c). (c) [Reserved]. The Borrower shall promptly (dand not later than the second Business Day following receipt thereof) Amounts notify the Administrative Agent, which shall be substantially in the form of Exhibit H or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), of the receipt by the Borrower or, as applicable, any of its Subsidiaries, of such Net Cash Proceeds referred to in clauses (a) and (b) above. Each such notice shall not be revocable by the Borrower, shall specify the prepayment or reduction date and the principal amount of the Loans or Commitments to be applied in connection with prepayments made prepaid or reduced, as the case may be, and shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Promptly after receiving a notice of prepayment or reduction pursuant to this Section 2.12 2.09, the Administrative Agent shall notify each Lender of the contents thereof and of such Lender’s ratable share (if any) of such prepayment or reduction. Each prepayment or reduction under this Section 2.09 shall be applied ratably to the prepayment of the Loans (including any Incremental Term Loans in accordance with Section 2.18(b)Loans) and Commitments. Each prepayment of the Term Loans under Section 2.12 Prepayments shall be accompanied by accrued interest to the date interest. Each prepayment of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with Loans under this Section 2.12(e)(i) will 2.09 shall not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United Statesreborrowed. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If Upon receipt by: (i) the Borrower or a Domestic Loan Party of Net Cash Proceeds arising from an Asset Sale, or any Indebtedness JD Entity of Net Cash Proceeds arising from a Debt Issuance or repayment of any Intercompany Term Note, the Borrower shall promptly pay to the Administrative Agent an amount equal to 100% of such Net Cash Proceeds to be issued held in the Mandatory Prepayment Account; (ii) a JD Entity (that is not the Borrower or incurred by any Group Member a Domestic Loan Party) of Net Cash Proceeds arising from an Asset Sale, the Borrower shall promptly pay to the Administrative Agent, within fifteen (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt))15) days of receipt thereof, an amount equal to 100% of the such Net Cash Proceeds thereof shall to be applied on held in the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d).Mandatory Prepayment Account; (biii) Subject to Section 2.12(e), if on any date any Group Member shall receive a JD Entity of Net Cash Proceeds arising from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required DispositionProperty Loss Event, whichAcquisition Indemnity Reimbursement, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000Borrower shall promptly pay to the Administrative Agent, thenwithin three (3) days of receipt thereof, an amount equal to 100% of such Net Cash Proceeds to be held in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(d)Mandatory Prepayment Account; 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 Term Loans as set forth in Section 2.12(d).and (civ) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount a JD Entity of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicablean Equity Issuance, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall promptly prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by in an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect (A) 75% of such Net Cash Proceeds or if the Leverage Ratio is greater than 3.5 to the extent Section 2.12(e)(ii) precludes such prepayment; and 1 (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to the extent that a Reinvestment Event has occurred in respect Section 6.1 (Financial Statements)) or (B) 50% of such Net Cash Proceeds if such Leverage Ratio is less than or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of 3.5 to 1 (determined for the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.Financial Statements));

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding other than any Indebtedness permitted to be incurred by any such Person in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt6.1)), concurrently with, and as a condition to closing of such transaction, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in clause (f) of this Section 2.12(d)2.6. (b) Subject to clause (d) of this Section 2.12(e2.6, if, for any Excess Cash Flow Period, there shall be Excess Cash Flow in an amount greater than $10,000,000,25,000,000, the Company Borrower shall prepay the Loans as set forth in clause (f) of this Section 2.6 in an amount equal to the excess of (i)the ECF Percentage of the amount by which such Excess Cash Flow exceeds $10,000,000 over (ii) 25,000,000, provided that such amount shall, at the option of the Company Borrower, be reduced on a dollar-for-dollar basis for such fiscal year by (to the extent not funded with the proceeds of Indebtedness constituting “long term indebtedness” under GAAP (other than Indebtedness in respect of any revolving credit facility), if the aggregate amount of: (1) all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction permitted hereunder and (2) voluntary prepayments of Loans made by the Borrower during the Specified Period for such Excess Cash Flow Period, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Loans as set forth in clause (f) of this Section 2.6. . Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than 10 Business Days after the date on which the financial statements of the Company Borrower referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders. (c) Subject to clause (d) of this Section 2.6, if, on any date date, the Borrower or any Group Member Restricted Subsidiary shall receive Net Cash Proceeds from (x) any Asset Sale or any Recovery Event in excess of $10,000,00020,000,000 in any fiscal year or (y) any Sale Leaseback Transaction in excess of $15,000,00020,000,000 in any fiscal year, then, unless no Default or Event of Default has occurred and is continuing and the Company Borrower has determined in good faith that does not constitute such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event Event”), then 100% of such Net Cash Proceeds (such percentage as it may be reduced as described below, the “Disposition Percentage”) shall be applied within five Business Days of such date to prepay (A) outstanding Loans in accordance with this Section 2.6 and (B) at the Company Borrower’s option, outstanding Indebtedness that is secured by the Collateral on a pari passu basis incurred (x) as Permitted First Priority Refinancing Debt or an MF Required Disposition(y) pursuant to Section 6.1(b)(vi)(I) (collectively, which, together “Other Applicable Indebtedness”); provided that the Disposition Percentage with respect to the Net Cash Proceeds received from all other of any Asset Sales or Recovery Events in Sale shall be (x) 50% the Total Net First Lien Leverage Ratio as of the last day of such fiscal year exceed $40,000,000, then, an amount is less than or equal to 3.50 to 1.00 and greater than 3.00 to 1.00 and (y) 25% if the Total Net First Lien Leverage Ratio as of the last day of such Net Cash Proceeds in excess of $40,000,000fiscal year is less than or equal to 3.00 to 1.00, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided, provided further that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event any Asset Sale or Recovery Event, shall be applied toward to prepay the prepayment of the Term outstanding Loans as set forth in clause (f) of this Section 2.12(d2.6. Any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect of such Asset Sale or Recovery Event is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate outstanding principal amount of Loans and Other Applicable Indebtedness at such time) of such Net Cash Proceeds relative to Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Loans. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding). (d) Notwithstanding anything to the contrary in this Agreement (including clauses (b) and (c) [Reserved]above), to the extent that any of or all the Net Cash Proceeds of any Asset Sale or Recovery Event by a Foreign Subsidiary (a “Foreign Disposition”) or Excess Cash Flow attributable to Foreign Subsidiaries (or foreign branches of Domestic Subsidiaries) are prohibited or delayed by applicable local law from being repatriated to the United States (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors) or such repatriation would result in material adverse Tax consequences, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in this Section 2.6 but may be retained by the applicable Foreign Subsidiary or branch so long, but only so long, as such applicable local law will not permit repatriation to the United States or such material adverse Tax consequences would continue to result from such repatriation (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under such applicable local law or material adverse Tax consequences would no longer result from such repatriation, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than 10 Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.6. (de) The Company Borrower shall deliver to the Administrative Agent notice of each prepayment required under this Section 2.6 not less than five Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date and (ii) the principal amount of each Loan (or portion thereof) to be prepaid. The Administrative Agent will promptly notify each applicable Lender of such notice and of each such Lender’s Pro Rata Share of the prepayment. Each such Lender may reject all of its Pro Rata Share of the prepayment (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company Borrower no later than 5:00 P.M., New York City time, one (1) Business Day after the date of such Lender’s receipt of such notice from the Administrative Agent. Each Rejection Notice from a given Lender shall specify the principal amount of the prepayment to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the prepayment to be rejected, any such failure will be deemed an acceptance of the total amount of such prepayment. Any Declined Proceeds may be retained by the Company Borrower. The Company Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.6, a certificate signed by a Responsible Officer of the Company Borrower setting forth in reasonable detail the calculation of the amount of such prepayment. (f) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 2.6 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b2.12(b). The application of any prepayment of Loans pursuant to this Section 2.6 shall be made on a pro rata basis regardless of Type. Each prepayment of the Term Loans under this Section 2.12 2.6 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If any Capital Stock or Indebtedness shall be issued or incurred by any Group Member (excluding any Excluded Issuance and any Indebtedness incurred in accordance with permitted by Section 7.2 7.2(a) through (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debts)), ) an amount equal to the Equity Sweep Percentage of such Net Cash Proceeds in the case of Capital Stock and 100% of the Net Cash Proceeds thereof in the case of Indebtedness shall be applied by the Borrower on the date of receipt thereof by such issuance or incurrence Group Member toward the prepayment of the Term Loans as set forth in Section 2.12(d2.9(e). (b) Subject to Section 2.12(e), if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute then, unless a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events Notice shall have been timely delivered in such fiscal year exceed $40,000,000, thenrespect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied by or on behalf of the Borrower promptly but no later than the end of the fiscal month following the fiscal month in excess of $40,000,000, and an amount equal to all which such Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt are received) toward the prepayment of the Term Loans as set forth in Section 2.12(d2.9(e); provided, that, provided that notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing prepayment requirement pursuant to Reinvestment Notices shall not exceed $150,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(d2.9(e). (c) [Reserved]If, for (i) the period from the first anniversary of the Closing Date through the end of the then current fiscal year of the Borrower or (ii) any fiscal year of the Borrower thereafter, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans as set forth in Section 2.9(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Following the establishment of any Receivable Financing Transaction by the Borrower or any of its Domestic Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be promptly applied by or on behalf of the Borrower toward the prepayment of the Term Loans as set forth in Section 2.9(e). (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 2.9 shall be applied to made ratably among the prepayment Lenders of the Term Loans. The application of any prepayment made pursuant to this Section 2.9 shall be made, first, to ABR Loans in accordance with Section 2.18(b)and, second, to Eurodollar Loans. Each prepayment of the Term Loans under Section 2.12 2.9 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding prepaid and, if a Eurodollar Loan is prepaid on any provision to day other the contrary in this Agreement, the following amounts shall be excluded from the calculation last day of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by Interest Period applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal Borrower shall also pay amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitmentsowing pursuant to Section 2.18.

Mandatory Prepayments. (a) If Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Indebtedness Asset Sale (other than (i) any Asset Sale the Net Cash Proceeds of which are not greater than $250,000 from any single event or series of related events and (ii) Asset Sales the aggregate Net Cash Proceeds of which are not greater than $10,000,000 in any fiscal year of the Borrower), the outstanding Loans shall be issued or incurred by any Group Member (excluding any Indebtedness incurred prepaid in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), 2.13(e) in an aggregate principal amount equal to 100% of the such Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d)Proceeds. (b) Subject 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 2.12(e5.04(a), outstanding Loans shall be prepaid 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 no such prepayment shall be required if on the Consolidated Leverage Ratio as of the end of such fiscal year shall be less than 3.85 to 1.00. (c) In the event that the Borrower or any date any Group Member Subsidiary shall receive Net Cash Proceeds from (i) the issuance of any Asset Sale Additional Subordinated Notes or Recovery Event that does not constitute a Reinvestment Event (ii) the issuance or an MF Required Disposition, which, together with the Net Cash Proceeds received from all incurrence of any other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000Indebtedness for money borrowed (other than Indebtedness for money borrowed permitted pursuant to Section 6.01), then, an amount equal to substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds, 100% of such Net Cash Proceeds shall be used (i) to fund the consideration for a Permitted Acquisition, (ii) to prepay outstanding Loans in excess of $40,000,000accordance with Section 2.13(e), and and/or (iii) to prepay outstanding revolving loans under the Existing Credit Agreement, without reducing the commitments to provide such revolving loans, in an aggregate principal amount equal to all 100% of such Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]Proceeds. (d) Amounts In the event that there shall occur any Casualty or Condemnation and, pursuant to the applicable Mortgage, the Casualty Proceeds or Condemnation Proceeds, as the case may be, are required to be applied in connection with prepayments made pursuant used to Section 2.12 prepay the Loans, then the outstanding Loans shall be applied to the prepayment of the Term Loans prepaid in accordance with Section 2.18(b). Each prepayment of the Term Loans under Section 2.12 shall be accompanied by accrued interest 2.13(e) in an aggregate principal amount equal to the date 100% of such prepayment on Casualty Proceeds or Condemnation Proceeds, as the amount prepaidcase may be. (e) Notwithstanding Subject to paragraph (h) below, each prepayment of outstanding Loans required to be made pursuant to any provision paragraph of this Section 2.13 shall be made by the Borrower pro rata among the then-outstanding Powerscreen Loans and Cedarapids Loans, and shall be applied (i) first against the remaining scheduled installments of principal due in respect of Powerscreen Loans and Cedarapids Loans under Sections 2.11(a) and (b), respectively, in the next twelve months in the order of maturity and (ii) second, pro rata against such remaining scheduled installments of principal. (f) The Borrower shall deliver to the contrary Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in this Agreement, the following amounts shall be excluded from reasonable detail the calculation of the amount of Net Cash Proceeds from such prepayment and (ii) to the extent practicable, at least three Business Days' prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (g) To the extent possible consistent with Section 2.13(e), amounts to be applied pursuant to this Section 2.13 to the prepayment of Loans shall be applied first to prepay outstanding ABR Loans. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurocurrency Loans immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any Asset Sale cash deposited in the Prepayment Account to prepay Eurocurrency Loans on the last day of the applicable Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Loans have been prepaid or Recovery Eventuntil all the allocable cash on deposit with respect to the Loans has been exhausted. For purposes of this Agreement, as applicable: 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 (g). 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 Eurocurrency Borrowings to be prepaid; provided, however, that (i) the Administrative Agent shall not be required to make any Net Cash Proceeds from investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any Asset Sale by 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 Foreign Subsidiary Default or Net Cash Proceeds from Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Administrative Agent for any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary losses relating to the Parent Borrower or a Domestic Subsidiary or any holder investments so that the amount available to prepay Eurocurrency Borrowings on the last day of Capital Stock of such Foreign Subsidiary the applicable Interest Period is prohibited or delayed by applicable local law. Any not less than the amount that is excluded from would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments (which shall be for the calculation account of Net Cash Proceeds the Borrower, to the extent not necessary for the prepayment of Eurocurrency Loans in accordance with this Section 2.12(e)(i2.13), the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Section 8.02, 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 Secured Parties, a security interest in its Prepayment Account to secure the Obligations. This paragraph (g) will shall not be required construed to be applied to repay Loans at alter the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions application required by the applicable law to eliminate such limitationsSection 2.13(e). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. From and after the Third Closing, the Borrower shall pay or cause to be paid each of the following amounts to the Senior Lender in a prepayment of principal of the Third Closing Notes together with the accrued interest thereon through the date of such prepayment: (ai) If any Indebtedness of the Companies shall, directly or indirectly, receive any payment in Cash and Cash Equivalents on account of any public issuance of any debt or equity security or on account of any private issuance of any debt or equity security which when aggregated with all such other private issuances since December 31, 1994 exceeds $60,000,000, the Borrower shall be issued immediately pay, or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), cause the Companies to pay an amount equal to 100% all such proceeds received less Permitted Closing Expenses until the outstanding principal amounts of the Net Cash Proceeds thereof shall be applied Loans are reduced to an aggregate amount equal to 50% or less of the Aggregate Asset Value of all the Companies' Assets. (ii) An amount equal to the aggregate of all amounts received by any of the Companies during each fiscal quarter in respect of payments of principal of Mortgage Notes (but as to each Mortgage Note not in excess of the Minimum Release Price) or any other promissory notes payable to any of the Companies other than the Harvxx Xxxes and the Intercompany Notes, on the earlier to occur of the last day of the fiscal quarter of the Borrower and the date on which the aggregate amount of such payments received by the Companies since the date of such issuance or incurrence toward the then most recent prepayment exceeds $250,000. Interest received by any of the Term Loans as set forth Companies in Section 2.12(d)respect of the principal of the Mortgage Notes or of other promissory notes payable to any of the Companies may be retained by the Company receiving the same. (biii) Subject to Section 2.12(e)If the Borrower or any of the Companies shall sell or refinance any Asset and in connection therewith shall seek the release of the Required Lien or Intercompany Lien on such Asset, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000any, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an the amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth Minimum Release Price in Section 2.12(d)connection with that Asset; provided, thathowever, notwithstanding that in the foregoingcase of any sale of a Hotel Property in which a portion of the total consideration to the Companies is deferred or consists of a Future Mortgage Note, as provided in subsection 6.10(b), such amount shall be an amount at least equal to twenty-five percent (25%) of the applicable Minimum Release Price. (iv) If the Borrower exercises its Extension Option, on each Reinvestment Prepayment the Initial Termination Date, an the amount equal of $10,000,000 as a prepayment of principal, which amount shall be increased pursuant to the Reinvestment Prepayment Amount Schedule 1.7 with respect to Acquisition Loans which are cross-collateralized with the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b)Third Closing 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.39 -31-

Mandatory Prepayments. (a) If Not later than the tenth Business Day following the receipt by the Borrower or any Indebtedness of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale or Property Loss Event, the Borrower shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), apply an amount equal to 100% of the Net Cash Proceeds thereof received by the Borrower or any of its Restricted Subsidiaries with respect thereto, to prepay outstanding Term Loans in accordance with Section 2.13(e); provided, however, that, the foregoing percentage shall be reduced to (i) 50% if the Total Net Leverage Ratio is less than or equal to 6.00 to 1.00 but greater than 5.00 to 1.00 and (ii) 0% if the Total Net Leverage Ratio is less than or equal to 5.00 to 1.00, in each case, determined by reference to the most recently delivered Compliance Certificate at the time of receipt of such Net Cash Proceeds; and provided, further, that if (A) 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 (including any Related Business Assets) and (B) no Event of Default shall have occurred and be continuing at the time of such proposed reinvestment, 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 Borrower shall not be required to prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 365 days after the date of receipt of such Net Cash Proceeds (or, 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 reinvestment or repayment period, such Net Cash Proceeds shall be applied on the date of such issuance or incurrence toward within five Business Days to the prepayment of the Term Loans as set forth above (without regard to the immediately preceding proviso) and (II) if, as a result of any Prepayment Asset Sale or Property Loss Event, the Borrower would be required to prepay or make an “offer to purchase” the Senior Notes (pursuant to the terms of the 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 (a) to prepay Term Loans in accordance with Section 2.12(d2.13(e) on the day immediately preceding the date of such required “offer to purchase” (without regard to the immediately preceding proviso). (b) 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 ending December 31, 2016), 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 prepaid pursuant to Section 2.12 and “Revolving Loans” (to the extent accompanied by a permanent reduction of the “Revolving Credit Commitments” (each as defined under the Revolving Credit Agreement)) 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). (c) Subject to Section 2.12(e2.12(d), if on in the event that the Borrower or any date any Group Member of its Restricted Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness (other than any Asset Sale cash proceeds from the issuance or Recovery Event that does not constitute a Reinvestment Event or an MF Required Dispositionincurrence of Indebtedness permitted pursuant to Section 6.01), which, together with the Borrower shall no later than the third Business Day following the receipt of such Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000Proceeds, then, apply an amount equal to 100% of such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the prepay outstanding Term Loans in accordance with Section 2.18(b2.13(e). Each prepayment . (d) [Reserved.] (e) Prior to the repayment in full of all Term Loans and all Obligations (other than contingent obligations for which a claims has not been made) relating thereto, (i) all prepayments required by this Section 2.13 shall be applied to the repayment of the Term Loans under until paid in full (applied against the remaining scheduled installments of principal due in respect of such 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 2.12 2.17(b). (f) Notwithstanding anything to the contrary contained in this Section 2.13 or elsewhere in this Agreement including in Section 9.08, the Borrower shall have the option in its sole discretion to give the Lenders the option to waive their pro rata share of a mandatory prepayment of Term Loans which is otherwise required to be accompanied by accrued interest made pursuant to Section 2.13(a), (b) or (c) (each such mandatory prepayment, a “Waivable Mandatory Prepayment”) upon the terms and provisions set forth in this Section 2.13(f). If the Borrower elects to exercise the option referred to in the immediately preceding sentence, the Borrower shall give to the Administrative Agent written notice of its intention to give the Lenders the right to waive a Waivable Mandatory Prepayment including in such Prepayment Notice the aggregate amount of such proposed prepayment not later than 12:30 p.m. five Business Days prior to the date of the proposed prepayment which notice the Administrative Agent shall promptly forward to all Lenders indicating in such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of notice the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required prepayment to be applied to repay Loans at each such Lender’s outstanding Term Loans. The Borrower’s offer to permit the times provided in Section 2.12(b) and Lenders to waive any such Waivable Mandatory Prepayment may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing apply to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any or part of such affected Net Cash Proceeds is permitted under prepayment, provided that any offer to waive part of such prepayment must be made ratably to the applicable local law, Lenders (based on the Parent Borrower shall prepay principal amount of the Term Loans (not on the date of prepayment). In the event that any such 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 five (5) 4:00 p.m. on the date which is two Business Days after such distribution is permitted) by an amount equal to such portion the date of such affected amount, except, for notice from the avoidance of doubt, Administrative Agent and the Administrative Agent shall promptly thereafter notify the Borrower thereof which notice shall also include the amount such Lender desires to the extent that a Reinvestment Event has occurred receive in respect of such Net Cash Proceeds or prepayment. If any Lender does not reply to the extent Section 2.12(e)(ii) precludes Administrative Agent within such two Business Day period such Lender will be deemed not to have waived any part of such prepayment; and (ii) . If any Net Cash Proceeds from 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 Asset Sale by a Foreign Subsidiary such Lender waives all or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in part of its reasonable judgment that the distribution share of any of or all such items to Waivable Mandatory Prepayment the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay retain 100% of the Term Loans (not later than five (5) Business Days after amount so waived by such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepaymentLender. Notwithstanding anything to the contrary contained above, if one or more Lenders waives its right to receive all or any part of any Waivable Mandatory Prepayment but less than all the Lenders waive in this Section 2.12, in no event shall any Group Member be required full their right to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105receive 100% of the Foreign Currency Sublimittotal Waivable Mandatory Prepayment otherwise required with respect to the Term Loans, then the Borrowers 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, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, to the aggregate Dollar Equivalents application of the respective repayment, maintain the same percentage as determined for such Lender but not the same percentage that the other Lenders hold and not the same percentage held by such Lender prior to prepayment of each Borrowing of Term Loans which remains outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect theretoto such application. Notwithstanding anything to the contrary, Lenders shall not have the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding right to waive mandatory prepayments under this Section 2.13 except as set forth in a currency other than Dollars) do not exceed the Total Revolving Commitmentsthis Section 2.13(f).

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d2.12(e). (b) Subject to Section 2.12(e), if If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute then, unless a Reinvestment Event or an MF Required DispositionNotice shall be delivered in respect thereof, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on within ten (10) Business Days after the fifth Business Day after date of such receipt toward the prepayment of the Term Loans as set forth in Section 2.12(d2.12(e); provided, that, provided that notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $1,000,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(d2.12(e). (c) [Reserved]If on any date any Group Member shall receive Net Cash Proceeds from any Extraordinary Receipt, then fifty percent (50%) of such Net Cash Proceeds shall be applied within ten (10) Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(e); (d) If, for any fiscal year of the Borrower (commencing with the fiscal year ending July 31, 2015), there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply 25% of such Excess Cash Flow toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e). Each such prepayment shall be made on a date (each an “Excess Cash Flow Application Date”) occurring no later than ten (10) Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (de) 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 inverse order of maturity and in accordance with Section Sections 2.3 and 2.18(b) (provided that any Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”), in which case the Declined Amount shall be distributed to the prepayment, on a pro rata basis, of the Term Loans held by Lenders that have elected to accept such Declined Amounts. Each prepayment of the Term Loans under this Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. The Borrower shall deliver to the Administrative Agent a notice of each prepayment of Term Loans in whole or in part pursuant to this Section 2.12 not less than two (2) 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 Lender to (x) decline or accept its share of such prepayment and (y) to accept Declined Amounts. Any 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 two (2) Business Days prior to the Mandatory Prepayment Date. (ef) Notwithstanding any provision The Borrower shall deliver to the contrary Administrative Agent, at the time of each prepayment required under this Section 2.12, a certificate signed by a Responsible Officer setting forth in this Agreement, the following amounts shall be excluded from reasonable detail the calculation of the amount of Net Cash Proceeds from any Asset Sale such prepayment or Recovery Eventreduction. Each notice of prepayment shall specify the prepayment or reduction date, as applicable:the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. (ig) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not No prepayment fee shall be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred payable in respect of such Net Cash Proceeds or any mandatory prepayments made pursuant to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. Subject to Section 2.12(e), prepayment will be made on the 2024 Term B Loans on or prior to 105 days following the end of each fiscal year of the Parent Borrower, commencing with the first full fiscal year ending after the Amendment No. 3 Effective Date in an amount equal to (i) the ECF Percentage, multiplied by (ii) the Excess Cash Flow for such fiscal year, less (iii) to the extent the Parent Borrower (in its sole discretion) elects not to have such amounts reduce Excess Cash Flow, without duplication, any amounts described in clauses (b)(i) through (b)(x) of the definition of “Excess Cash Flow”. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery EventEvent and the amount of Excess Cash Flow, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary Subsidiary, or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary or Excess Cash Flow attributable to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds or Excess Cash Flow in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) or 2.12(c), as applicable, and may be deducted from any amounts otherwise due under Section 2.12(b) or 2.12(c), as applicable, so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds or Excess Cash Flow, as applicable, is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or Excess Cash Flow, as applicable, or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary Subsidiary, or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary or Excess Cash Flow attributable to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds or Excess Cash Flow in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) or 2.12(c), as applicable, and may be deducted from any amounts otherwise due under Section 2.12(b) or 2.12(c), as applicable. Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds or Excess Cash Flow, as applicable, would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or Excess Cash Flow, as applicable, or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments. (g) Each 2024 Term B Lender may reject all (but not less than all) of its applicable share of any mandatory prepayment (such declined amounts, the “Mandatory Prepayment Declined Proceeds”) of 2024 Term B Loans required to be made pursuant to this Section 2.12 by providing written notice (each, a “Mandatory Prepayment Rejection Notice”) to the Administrative Agent and the Parent Borrower not later than 5:00 p.m., New York City time, one (1) Business Day after the date of such 2024 Term B Xxxxxx’s receipt of notice from the Administrative Agent regarding such prepayment. If a 2024 Term B Lender fails to deliver a Mandatory Prepayment Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of the total amount of such mandatory prepayment of 2024 Term B Loans. Any Mandatory Prepayment Declined Proceeds shall be retained by the Parent Borrower. (h) If the Escrow Release Date has not occurred on or prior to the date that is twelve (12) months after the Amendment No. 3 Effective Date, the Parent Borrower shall, notwithstanding anything in this Agreement or any other Loan Document to the contrary, immediately repay an amount, which shall constitute payment in full of such 2024 Term B Loans at maturity, equal to (x) the amount that the 2024 Term B Lenders funded into the Escrow Account plus (y) all interest and fees on the 2024 Term B Loans accrued and unpaid as of the date of the repayment. All amounts in the Escrow Account shall be applied toward prepayment of the 2024 Term B Loans described in this clause (h) and any remaining amounts due and payable with respect to the 2024 Term B Loans after the application of amounts in the Escrow Account shall be paid by the Parent Borrower.

Mandatory Prepayments. (a) If In the event that the Borrower actually receives any Indebtedness shall be issued Net Cash Proceeds arising from any Equity Issuance or incurred by the Borrower or any other member of the Consolidated Group Member (excluding actually receives any Indebtedness incurred in accordance with Section 7.2 Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any Credit Agreement Refinancing Facilities committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(a)(iv) above) or Permitted External Refinancing Debt))Asset Sale, in each case after the Closing Date, then the Borrower shall prepay the Advances in an amount equal to 100% of the such Net Cash Proceeds thereof not later than three Business Days following the receipt by the Borrower or any such Subsidiary of such Net Cash Proceeds. The Borrower shall be applied on promptly (and not later than the date of such issuance or incurrence toward receipt thereof) notify the prepayment Administrative Agent of the Term Loans receipt by the Borrower or, as set forth in Section 2.12(d). (b) Subject to Section 2.12(e)applicable, if on any date any Group Member shall receive other member of the Consolidated Group, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale or Recovery Event that does not constitute Sale, and such notice shall be accompanied by a Reinvestment Event or an MF Required Disposition, which, together with reasonably detailed calculation of the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b)Proceeds. Each prepayment of the Term Loans under Section 2.12 Advances shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of such prepayment on the amount prepaid. (e) Notwithstanding any provision Eurocurrency Rate Advances, any amounts due to the contrary in this AgreementLenders under Section 9.04(c). Notwithstanding the foregoing, the following amounts shall be excluded from the calculation of the amount of mandatory repayments with respect to Net Cash Proceeds from any Debt Issuances or Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale Sales received by a Foreign Subsidiary or Net Cash Proceeds from of the Borrower not organized in the United States (including any Recovery Event with respect to a Foreign SubsidiaryState thereof and the District of Columbia, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(ibut excluding its territories and possessions) will shall not be required to be applied to repay Loans at the times provided in Section 2.12(b) if and may be deducted from any amounts otherwise due under Section 2.12(b), for so long, but only so long, long as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, has determined in good faith that repatriation to the extent that a Reinvestment Event has occurred in respect Borrower of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; would have adverse tax consequences (and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each casethe case of Debt Issuances, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause is material) or would violate applicable local law or the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any organizational documents of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United StatesSubsidiary. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred Additionally, upon receipt by any Group Member Borrower or any Subsidiary of any Borrower or Parent of (excluding i) with respect to the Borrowers and their respective Subsidiaries, any Indebtedness incurred in accordance with Section 7.2 Unapplied Insurance or Condemnation Proceeds (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)except as to Inventory), an amount equal Asset Sale Proceeds, and (ii) with respect to 100% of the Net Cash Proceeds thereof Borrowers, their Subsidiaries and Parent, Equity Sale Proceeds, Borrowers shall be applied on the date of such issuance or incurrence toward the make a mandatory prepayment of the Term Loans as set forth below in Section 2.12(d). (b) Subject the amount thereof, subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Lender's right to otherwise apply such payments after the occurrence and during the continuance of an Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b)Default. Each prepayment of the Term Loans under Section 2.12 such payment shall be accompanied by accrued interest on such principal amount. Each such payment shall be applied to reduce, first, the remaining regularly scheduled principal installments of the Term B Loan in inverse order of their maturity until the Term B Loan is paid in full, and second, the remaining regularly scheduled principal installments of the Term A Loan in inverse order of their maturity until the Term A Loan is paid in full. Notwithstanding the foregoing to the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreementcontrary, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicableEquity Sale Proceeds, the distribution first $1,000,000 of which by a Foreign Subsidiary any Equity Sale Proceeds shall be applied to the Parent Borrower or Term B Loan as aforesaid, the next $4,000,000 (minus the amount by which Borrowing Availability (calculated as of the date such Equity Sale Proceeds are received) in the aggregate for all Borrowers is less than $1,000,000, which amount shall be applied to the Revolving Loans as a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds mandatory prepayment in accordance with Section 7.3) of Equity Sale Proceeds and any excess Equity Sale Proceeds not applied to the Term B Loan may be retained by the Borrowers and the Parent for uses consistent with this Section 2.12(e)(i) will not be required to Agreement and the Related Documents, the next $1,000,000 of Equity Sale Proceeds shall be applied to repay Loans at the times provided Term A Loan as aforesaid, and any Equity Sale Proceeds in Section 2.12(b) and excess of $6,000,000 may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds retained by the Foreign Subsidiary (Borrowers and the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause for uses consistent with the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution terms of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, Agreement and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving CommitmentsRelated Documents.

Mandatory Prepayments. (a) If at any Indebtedness time the Loan Balance exceeds the lesser of the Maximum Facility Amount and the Commitment Amount then in effect, the Borrower shall be issued immediately prepay the amount of such excess for application on the Loan Balance. (b) Subject to the terms of the applicable DIP Order, on the second Business Day following receipt by the Borrower or incurred by any Group Member (excluding Subsidiary of Net Cash Proceeds of any Indebtedness incurred in accordance with Section 7.2 Asset Sale or a series of related Asset Sales (other than (a) Net Cash Proceeds from Permitted Asset Sales, (b) an aggregate amount of $1,000,000 of the Net Cash Proceeds from any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debtall other Asset Sales or (c) as set forth in the proviso below) (the “Specified Asset Sale Proceeds”)), the Borrower shall offer to prepay the Loans in an amount equal to 100% of the Net Cash Proceeds thereof received therefrom; provided that, so long as no Event of Default has occurred and is continuing, no prepayment shall be applied on required under this Section 2.12(b) to the date extent that such Net Cash Proceeds are reinvested in long term productive assets of the general type useful in the business of the Borrower and its Subsidiaries within thirteen (13) weeks after receipt of such issuance or incurrence toward Net Cash Proceeds (“Permitted Reinvestment Sale Proceeds”). For the prepayment avoidance of doubt, the Term Loans as Specified Asset Sale Proceeds and Permitted Reinvestment Sale Proceeds shall be utilized in accordance with the Budget covenant set forth in Section 2.12(d)6.22, including the Permitted Variances, in all respects. (bc) Subject to Section 2.12(e)the terms of the applicable DIP Order, if on or prior to the third Business Day following receipt by the Borrower or any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Subsidiary of Net Cash Proceeds in excess of $40,000,0001,000,000 from any insurance proceeds or condemnation awards, and the Borrower shall prepay the Loans in an amount equal to all 100% of the Net Cash Proceeds received thereafter in such fiscal yeartherefrom; provided that, so long as no Event of Default has occurred and is continuing, no prepayment shall be applied on required under this Section 2.12(c) to the fifth Business Day extent that such Net Cash Proceeds are reinvested in long term productive assets of the general type useful in the business of the Borrower and its Subsidiaries within thirteen (13) weeks after receipt toward of such Net Cash Proceeds in accordance with the prepayment of the Term Loans as Budget covenant set forth in Section 2.12(d); provided6.22, thatincluding the Permitted Variances, 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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]all respects. (d) Amounts to be applied in connection with prepayments made In the event that the Borrower or any Subsidiary issues or incurs any post-petition Indebtedness, other than any cash proceeds from the incurrence of Indebtedness permitted pursuant to Section 2.12 shall be applied 6.1, or Capital Stock, the Borrower shall, subject to the prepayment terms of the Term applicable DIP Order, substantially simultaneously with (and in any event not later than the Business Day following) the receipt of such Net Cash Proceeds by the Borrower or any Subsidiary, prepay the Loans in accordance with Section 2.18(b). Each prepayment an amount equal to 100% of the Term Loans such Net Cash Proceeds received therefrom. (e) All prepayments of Borrowings under this Section 2.12 shall be accompanied by the concurrent payment of the accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of such prepayment on the amount prepaidpayment. (ef) Notwithstanding any provision Mandatory prepayments of Loans under this Agreement shall be applied on a pro rata basis as follows, in each case subject to the contrary Carve Out: (i) first, to pay accrued and unpaid interest on, and accrued and unpaid expenses in this Agreementrespect of, the following Obligations, to the extent due and payable in accordance with the Loan Documents; (ii) second, to repay any principal amounts or other obligations which have been advanced and are outstanding under the DIP Facility; and (iii) third, any excess after payment in full of all Obligations shall be excluded from paid to the Borrower or any Subsidiary as appropriate or to such other Person who may be lawfully entitled to receive such excess. (g) The Borrower shall deliver to the Administrative Agent, (i) at the time of each prepayment required under this Section 2.12, a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) prepayment and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock at least one Business Day prior written notice of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions prepayment required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with under this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.Section

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 Consolidated Entity (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)as permitted under Section 6.01), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans ratably in accordance with the respective outstanding principal amounts thereof and as otherwise set forth in Section 2.12(d2.14(c); provided that no prepayment shall be required to be made pursuant to this subsection (a) if the Leverage Ratio on the last the day of the fiscal quarter most recently ended is 3.00 to 1.00 or less. (ba) Subject to Section 2.12(e), if If on any date any Group Member Consolidated Entity shall receive Net Cash Proceeds from in connection with any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to Receivables Financing Program then such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt such date toward the prepayment of the Term Loans ratably in accordance with the respective outstanding principal amounts thereof and as otherwise set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d2.14(c). (c) [Reserved]. (db) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 2.14 shall (i) be applied to the prepayment remaining installments thereof as directed by the Parent Borrower and in accordance with Section 2.21(b) and (ii) be reduced (but not below zero) to the extent of prepayments of the Term Loans in accordance with prepaid pursuant to Section 2.18(b)2.13 at any time during the twelve month period ending on the date such prepayment would otherwise be required under this Section 2.14. Each prepayment of the Term Loans under Section 2.12 Prepayments shall be accompanied by made, first, to ABR Loans and, second, to Eurocurrency Loans and in each case, together with accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding prepaid and the principal amount of Term Loans and accrued interest thereon to be paid by the applicable Borrower pursuant to any provision to such prepayment shall not exceed in the contrary in this Agreement, aggregate the following amounts shall be excluded from the calculation of the amount applicable portion of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (ai) If The Borrower shall prepay the outstanding principal amount of the Term Loan within five (5) Business Days of any Indebtedness shall be issued or incurred Disposition by any Group Member (excluding any Indebtedness incurred in accordance with Loan Party or its Subsidiaries pursuant to Section 7.2 6.02(c)(ii) (other than any Credit Agreement Refinancing Facilities (w) the first $250,000 of Net Cash Proceeds received during each Fiscal Year from Dispositions under Section 6.02(c)(ii)(E), (x) a Disposition of the MLP Existing ROFO Assets, MLP New ROFO Assets and MLP Subject Assets to the MLP as described in subclause (G) of Section 6.02(c)(ii), (y) a Disposition of the MLP Specified Sale Equity Interests as described in subclause (H) of Section 6.02(c)(ii) or Permitted External Refinancing Debt(z) a Disposition under Section 6.02(c)(ii)(F)), in an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of received by such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied Person in connection with prepayments made pursuant to Section 2.12 shall be applied such Disposition to the prepayment of extent that the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the aggregate amount of Net Cash Proceeds from any Asset Sale or Recovery Event, received by all Loan Parties and their Subsidiaries (and not paid to the Lenders as applicable: a prepayment of the Loans) shall exceed for all such Dispositions since the Effective Date $25,000,000 (i) any excluding Net Cash Proceeds from any Asset received in respect of (A) the MLP Subject Assets, (B) the MLP Existing ROFO Assets, (C) the MLP New ROFO Assets, (D) the MLP Specified Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, Equity Interest and (E) the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation first $250,000 of Net Cash Proceeds received during each Fiscal Year from Dispositions under Section 6.02(c)(ii)(E)). Nothing contained in this subsection (i) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with this Section 2.12(e)(i6.02(c)(ii). (ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than Within five (5) Business Days after such distribution is permitted) of the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Term Loan in an amount equal to such portion 100% of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes received by such prepayment; and Person in connection therewith. The provisions of this subsection (ii) shall not be deemed to be implied consent to any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary such issuance, incurrence or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required sale otherwise prohibited by the applicable law terms and conditions of this Agreement. (iii) Subject to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(iiSection 2.05(c)(iv) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequencesbelow, the Parent Borrower shall prepay the Term Loans (not later than within five (5) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds in respect of any Casualty Event, the Borrower shall prepay the outstanding principal of the Term Loan in an amount equal to 100% of such Net Cash Proceeds. (iv) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Casualty Event that are required to be used to make prepayments pursuant to Section 2.05(c)(iii), such Net Cash Proceeds shall not be required to be so used to prepay the Term Loan to the extent that such Net Cash Proceeds are used to purchase, acquire, replace, repair, restore, construct or improve properties or assets used or useful in such Person's business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Borrower delivers a certificate to the Lenders on or prior to the date such prepayment would otherwise be required to be made, certifying as to clause (A) and the amount of such Net Cash Proceeds and stating that such Net Cash Proceeds shall be used to purchase, acquire, replace, repair, restore, construct or improve properties or assets used in such Person's business and that such purchase, acquisition, replacement, repair, restoration, construction or improvement shall commence within 180 days after the date of receipt of such determinationcertificate, (C) if such Net Cash Proceeds exceed $1,500,000, such Net Cash Proceeds shall be deposited and held in deposit accounts maintained with each of Hapoalim and IDB (to the extent each is a Lender) based on their Pro Rata Shares, subject to disbursement in accordance with arrangements mutually agreeable (in their reasonable commercial discretion) to the Borrower and such Lenders, provided that it is understood and agreed that such Net Cash Proceeds may be applied to the Obligations if at any time a Default or Event of Default has occurred and is continuing, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Lenders pursuant to clause (B) above (as such period may be extended by the Required Lenders in their reasonable commercial discretion) or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if commencement of such work has not occurred, shall be used to make mandatory prepayments in accordance with Section 2.05(c)(iii). Notwithstanding the foregoing, it is understood and agreed that proceeds of business interruption insurance shall not be required to be used to prepay the Term Loan pursuant to this Section 2.05(c). (v) Within ten (10) Business Days after the occurrence of any Dividend Prepayment Event, the Borrower shall (A) notify each Lender in writing (the "Dividend Prepayment Notice") of the occurrence of such Dividend Prepayment Event and the aggregate Dividend Prepayment Amount received or issued in respect thereof and reference this Section, (B) offer in such Dividend Prepayment Notice to prepay the outstanding principal amount of the Term Loan in an amount equal to such Dividend Prepayment Amount (the "Dividend Prepayment Event Offer"), and (C) specify in such Dividend Prepayment Notice that each Lender shall have the option, in its sole discretion, to accept all or a portion of such affected amount, except, for the avoidance of doubt, Dividend Prepayment Event Offer by giving written notice to the extent that a Reinvestment Event has occurred in respect Borrower of its election to receive its Pro Rata Share of such Net Cash Proceeds or to Dividend Prepayment Amount within ten (10) Business Days after its receipt of such Dividend Prepayment Notice. If such Lender accepts the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary Dividend Prepayment Event Offer in accordance with this Section 2.122.05(c)(v), in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. then within three (f3) If, on any date, (i) the aggregate Dollar Equivalents Business Days of the sum Borrower's receipt of such acceptance, the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated Borrower shall prepay such Lender's Term Loan in any L/C Foreign Currency exceeds an amount equal to 105such Lender's share of such Dividend Prepayment Amount. If any Lender does not notify the Borrower of its acceptance of any Dividend Prepayment Event Offer within ten (10) Business Days of its receipt of an applicable Dividend Prepayment Notice, then such Lender shall be deemed to have elected, as of such date, not to receive its share of the Dividend Prepayment Amount described in such Dividend Prepayment Notice. To the extent any Lender does not elect to accept a Dividend Prepayment Event Offer in accordance with this Section 2.05(c)(v), the Borrower shall not be required or permitted to offer to pay the amount of such Lender's share of the applicable Dividend Prepayment Amount to the other Lenders (in their capacity as Lenders under this Agreement). All payments made pursuant to this Section 2.05(c)(v) shall be made in accordance with Section 2.05(d)(ii). (vi) In the event (A) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than Permitted Investors becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 30% of any class of the Foreign Currency SublimitCapital Stock of the Parent, or (B) the Board of Directors of the Parent shall cease to consist of a majority of Continuing Directors (each, a "Parent Change of Control Event"), the Borrowers shall, without Borrower shall give the Lenders prompt written notice or demand, immediately repay such (and in any event within 2 Business Days after any Authorized Officer of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents Borrower has knowledge of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents occurrence of any Revolving Extensions Parent Change of Credit outstanding in Control Event) (a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments."

Mandatory Prepayments. (ai) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt))The Borrower shall, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward and in the prepayment amount of the Term Loans receipt by the Borrower or any of its Subsidiaries as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with which the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess transfer of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal funds to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth Borrower would not result in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount adverse tax consequences of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any other than the Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or of the Divestiture in an amount not to exceed $12,000,000 and other than to the extent that (x) the Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited Asset Sale are less than $1,000,000 for any single transaction or delayed by applicable local law. Any amount that is excluded from series of related transactions or (y) the calculation of Net Cash Proceeds of all Asset Sales after the date hereof are less than $30,000,000 in the aggregate), repay the Loans in an aggregate amount equal to the amount of such Net Cash Proceeds (rounded downward to the nearest $5,000,000 increment, with such rounded amount applied in accordance with the proviso to this Section 2.7.C.(i)); provided, that, if the Borrower has previously made a mandatory prepayment of Loans in accordance with this Section 2.12(e)(i) will not 2.7.C.(i), no further mandatory prepayment shall be required to be applied to repay Loans at until the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution amount of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted of the nature described above again exceed $5,000,000. (ii) If the Bridge Loans have been, or substantially contemporaneously with the receipt of Net Cash Proceeds as described in this paragraph (ii) will be, repaid or prepaid in full, the Borrower shall, on the date and in the amount of the receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds from (a) the incurrence or issuance of debt (including pursuant to a public offering, a private placement or a syndicated bank financing (other than borrowings under the applicable local lawBorrower’s Credit Agreement dated as of December 16, 2005 with the Parent Borrower shall prepay lenders parties thereto and CNAI, as administrative agent, not used directly or indirectly to finance the Term Mayne Pharma Acquisition) or (b) the issuance of equity or equity-linked transactions in the capital markets, repay the Loans (not later than five (5) Business Days after such distribution is permitted) by in an aggregate amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect amount of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required are not used by the applicable law Borrower to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United StatesBridge Loans. (fiii) If, on any date, (i) Each prepayment pursuant to this Subsection 2.7C shall be applied ratably to the aggregate Dollar Equivalents remaining installments of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving CommitmentsLoans.

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and replace all outstanding Letters of Credit and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account (which shall permit investments in Permitted Investments until applied to the Obligations, on the terms described in Section 2.13(i)) established with the Collateral Agent for the benefit of the Secured Parties or enter into other arrangements satisfactory to the Issuing Bank. If as a result of any Indebtedness partial reduction of the Revolving Credit Commitments the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings and/or cash collateralize Letters of Credit in an amount sufficient to eliminate such excess. (b) Not later than the third Business Day following the completion of any Asset Sale, the Borrower shall be issued or incurred by any Group Member (excluding any Indebtedness incurred apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 7.2 2.13(f). (c) In the event and on each occasion that an Equity Issuance occurs after the date hereof, 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, prepay outstanding Term Loans in accordance with Section 2.13(f) in an aggregate principal amount equal to 75% of the Net Cash Proceeds therefrom; PROVIDED, HOWEVER, that in the event the Leverage Ratio at the time of such issuance is (A) less than 3.0 to 1.0 and greater than or equal to 2.5 to 1.0, such amount shall be reduced to 50% of the Net Cash Proceeds therefrom, and (B) less than 2.5 to 1.0, such amount shall be reduced to 0% of the Net Cash Proceeds therefrom. (d) 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 or about January 26, 2002, 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 prepay outstanding Term Loans in accordance with Section 2.13(f) in an aggregate principal amount equal to 75% of Excess Cash Flow for the fiscal year then ended; PROVIDED, HOWEVER, that in the event the Leverage Ratio at the end of such fiscal year was (A) less than 3.0 to 1.0 and greater than or equal to 2.5 to 1.0, such amount shall be reduced to 50% of such Excess Cash Flow, and (B) less than 2.5 to 1.0, such amount shall be reduced to 0% of such Excess Cash Flow. (e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)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 the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the prepay outstanding Term Loans in accordance with Section 2.18(b2.13(f). Each prepayment . (f) Mandatory prepayments of the outstanding Term Loans under Section 2.12 this Agreement shall be accompanied by accrued interest allocated pro rata between the then-outstanding Tranche A Term Loans and Tranche B Term Loans, and, subject to the date succeeding sentence and to paragraph (h) below, applied pro rata against the remaining scheduled installments of principal due in respect of Tranche A Term Loans and Tranche B Term Loans under Sections 2.11(a)(i) and (ii), respectively. Notwithstanding the foregoing, mandatory prepayments of outstanding Term Loans required by Section 2.13(d) shall be allocated pro rata between the then-outstanding Tranche A Term Loans and Tranche B Term Loans, and, subject to paragraph (i) below, applied first, in chronological order to the installments of principal scheduled to be paid within six months after such prepayment and second, pro rata against the remaining scheduled installments of principal due in respect of Tranche A Term Loans and Tranche B Term Loans under Sections 2.11(a)(i) and (ii), respectively. In determining the applicable percentage of Net Cash Proceeds pursuant to paragraph (c) above or Excess Cash Flow pursuant to paragraph (d) above that is required to be used to prepay Term Loans hereunder, the Leverage Ratio initially shall be calculated without giving effect to such prepayment; PROVIDED, HOWEVER, that if any portion of such prepayment on (after giving effect thereto) would reduce the amount prepaidLeverage Ratio below 3.0 to 1.0 or 2.5 to 1.0, as the case may be, the percentage of Net Cash Proceeds or Excess Cash Flow, as the case may be, that is so required to be used to prepay Term Loans hereunder shall initially be the highest applicable percentage until such reduction in the Leverage Ratio is achieved, and thereafter shall be the percentage applicable to such reduced Leverage Ratio. (eg) Notwithstanding any provision The Borrower shall deliver to the contrary Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in this Agreement, the following amounts shall be excluded from reasonable detail the calculation of the amount of Net Cash Proceeds from such prepayment and (ii) to the extent practicable, at least two Business Days' prior written notice of such prepayment. Each certificate shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (h) 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 Asset Sale prepayment of Tranche B Term Loans required to be made by the Borrower for the account of such Lender pursuant to this Section 2.13, to cause all or Recovery Event, as applicable:a portion of such prepayment to be applied instead to prepay Tranche A Term Loans in accordance with paragraph (f) above. (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect Amounts to a Foreign Subsidiarybe applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, the distribution of which by a Foreign Subsidiary first to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local lawreduce outstanding ABR Term Loans and ABR Revolving Loans. Any amount that is excluded from amounts remaining after each such application shall, at the calculation option of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to the Borrower, be applied to repay prepay Eurodollar Term Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so longor Eurodollar Revolving Loans, as the applicable local law will not permit a distribution of those funds by case may be, immediately and/or shall be deposited in the Foreign Subsidiary Prepayment Account (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitationsas defined below). Once The Administrative Agent shall apply any cash deposited in the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Prepayment Account (i) allocable to Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and 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 Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary earlier date) until all outstanding Term Loans or Net Cash Proceeds from any Recovery Event Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to a Foreign Subsidiarysuch Loans has been exhausted. For purposes of this Agreement, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required term "PREPAYMENT ACCOUNT" shall mean an account established by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from Borrower with the calculation Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of Net Cash Proceeds withdrawal for application in accordance with this paragraph 2.12(e)(ii(i). 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) will the Administrative Agent shall not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from make any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines investment that, in its reasonable judgment that a distribution judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any of such affected Net Cash Proceeds would cease to result in adverse tax consequenceslaw, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amountstatute, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds rule or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans regulation and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if an Event of Credit (including Default shall have occurred and be continuing. The Borrower shall indemnify the Dollar Equivalents 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 Revolving Extensions 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 Credit outstanding the Loans has been accelerated pursuant to Article VII, the Administrative Agent may, in a currency other than Dollars) exceed its reasonable discretion, apply all amounts on deposit in the Total Revolving CommitmentsPrepayment Account to satisfy any of the Obligations. The Borrower hereby grants to the Administrative Agent, for its benefit and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such benefit of the outstanding Revolving Extensions of Credit Issuing Bank and cash collateralize any outstanding Letters of Credit the Lenders, a security interest in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including Prepayment Account to secure the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving CommitmentsObligations.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, As promptly as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so longreasonably practicable, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of in any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than event within five (5) Business Days after such distribution the date that is permittedninety (90) by days following the end of each Fiscal Year, the Borrower shall cause to be prepaid an aggregate principal amount of Loans equal to (A) 100% (such portion percentage as it may be reduced as described below, the “ECF Percentage”) of such affected amountExcess Cash Flow, exceptif any, for the avoidance Fiscal Year covered by the financial statements required to be delivered pursuant to Section 6.02(a) minus (B) the sum of doubt, all voluntary prepayments of Loans (except to the extent that a Reinvestment such prepayments are financed, directly or indirectly, with long‑term Indebtedness or non‑ordinary course Dispositions of property); provided that the ECF Percentage (before giving effect to the foregoing reductions, if any) shall be reduced to 75% if the Total Leverage Ratio is less than 2.50:1.00 as of the end of the Fiscal Year covered by such financial statements and provided further that so long as no Default or Event of Default has occurred and is continuing, no such prepayments shall be required unless Excess Cash Flow for such Fiscal Year equals or exceeds $1,000,000, at which point the Borrower shall cause to be prepaid an aggregate principal amount of Loans equal to the applicable percentage of Excess Cash Flow as set forth herein. (ii) If the Borrower or any of its Subsidiaries Disposes of any property (excluding Dispositions permitted pursuant to Section 7.05 (other than pursuant to Section 7.05(h), (j) and (k) (other than with respect to an Initial Subsidiary Transaction)), the Borrower shall cause to be prepaid, in respect accordance with Section 2.02(b)(vii), an aggregate amount of the Obligations equal to 100% of all such Net Cash Proceeds realized or to received in connection with such Disposition, plus the extent Section 2.12(e)(iiPrepayment Premium on the principal amount of the Initial Loans (if any) precludes such prepayment; and being prepaid (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds calculated in accordance with this paragraph 2.12(e)(ii) will not Section 2.02(a)(ii), it being agreed that the relevant payment date shall be required deemed to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any “Redemption Date” for purposes of such affected Net Cash Proceeds would cease calculation), as promptly as reasonably practicable, but in any event, prior to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than date which is five (5) Business Days after the receipt of such determinationNet Cash Proceeds; provided (i) by so long as no Default or Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Cash Proceeds from the Closing Date through the applicable date of determination do not exceed $1,500,000, the Borrower shall have the option, directly or through one or more of its Subsidiaries, to invest such Net Cash Proceeds within one hundred eighty (180) days of receipt thereof in productive assets of the general type used in the business of the Borrower and its Domestic Subsidiaries. If the Borrower or any of its Subsidiaries Disposes of any property in connection with an Initial Subsidiary Transaction pursuant to Section 7.05(k), the Borrower shall cause to be prepaid, an aggregate amount of the Obligations equal to 100% of all such portion Net Cash Proceeds realized or received in connection with such Initial Subsidiary Transaction, plus the Upfront First-Out Fee and the Upfront Initial Fee, together with the accrued and uncapitalized Upfront First-Out Fee PIK Amount and Upfront Initial Fee PIK Amount, as promptly as reasonably practicable, but in any event, prior to the date which is five (5) Business Days after the receipt of such affected amount, except, for Net Cash Proceeds. For the avoidance of doubt, any prepayment made pursuant to this Section 2.02(b)(ii) as a result of a Disposition shall not be deemed to be a consent to any such Disposition or a cure or waiver of any Event of Default which occurs in connection with such Disposition, it being understood that such Event of Default may only be waived with the express consent of Required Lenders. (iii) If any Casualty Event occurs, the Borrower shall cause to be prepaid an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds realized or received in connection with such Casualty Event, as promptly as reasonably practicable, but in any event, prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds; provided, (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) to the extent that a Reinvestment Event has occurred aggregate Net Cash Proceeds from the Closing Date through the applicable date of determination do not exceed $500,000, the Borrower shall have the option, directly or through one or more of its Subsidiaries, to invest such Net Cash Proceeds within one hundred eighty (180) days of receipt thereof in respect productive assets of the general type used in the business of the Borrower and its Domestic Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof. (iv) If the Borrower or any of its Subsidiaries incurs or issues any Indebtedness (including Debt Equivalents) not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall cause to be prepaid, in accordance with Section 2.02(b)(vii), an aggregate amount of the Obligations equal to 100% of all such Net Cash Proceeds received therefrom, plus the Prepayment Premium on the principal amount of the Initial Loans (if any) being prepaid (calculated in accordance with Section 2.02(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation) as promptly as reasonably practicable, but in any event, prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United StatesProceeds. (fv) If, on If the Borrower or any date, (i) of its Subsidiaries receives any tax refunds and/or any extraordinary receipts in excess of $500,000 in the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency SublimitFiscal Year, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in Borrower shall cause to be prepaid an aggregate principal amount of Loans in the amount of such thattax refunds and/or extraordinary receipts as promptly as reasonably practicable, but in any event, prior to the date which is five (5) Business Days after giving effect thereto, the aggregate Dollar Equivalents receipt thereof. (vi) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from a capital contribution or issuance of any Equity Interests of the outstanding principal amounts Borrower or any of Foreign Currency Loans does not exceed the Foreign Currency Sublimit its Subsidiaries (other than Equity Interests issued (i) pursuant to any employee stock or stock option compensation plan, (ii) by any Subsidiary to the Total Revolving Extensions Borrower or any other Subsidiary to the extent permitted by Section 7.02, or (iii) for purposes approved in writing by the Administrative Agent), the Borrower shall cause to be prepaid, in accordance with Section 2.02(b)(vii), an aggregate amount of Credit the Obligations equal to 100% of all such Net Cash Proceeds received therefrom, plus the Prepayment Premium on the principal amount of the Initial Loans (including if any) being prepaid (calculated in accordance with Section 2.02(a)(ii), it being agreed that the Dollar Equivalents relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation) as promptly as reasonably practicable, but in any Revolving Extensions event, prior to the date which is five (5) Business Days after the receipt of Credit such Net Cash Proceeds. (vii) So long as no Default or Event of Default has occurred and is continuing, (x) each voluntary and mandatory prepayment of Loans pursuant to Section 2.02(a) and this Section 2.02(b) (excluding any Disposition made pursuant to Section 7.05(k) in connection with an Initial Subsidiary Transaction) shall be applied as follows: First, to the payment of all outstanding fees and all expenses specified in a currency other than DollarsSection 8.03; Second, to the payment of that portion of the Obligations constituting accrued, unpaid interest (including, but not limited to, accrued but uncapitalized PIK Interest) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding Exit Fee, in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such each case in respect of the outstanding Revolving Extensions First-Out Loans; Third, to the payment of Credit that portion of the Obligations constituting accrued, unpaid interest (including, but not limited to, accrued but uncapitalized PIK Interest) and cash collateralize any outstanding Letters the Prepayment Premium (if any), in each case in respect of Credit the Initial Loans; Fourth, shall be further applied in an aggregate inverse order of maturity to reduce the remaining scheduled installments of principal amount such thatof the First-Out Loans; and Fifth, after giving effect thereto, shall be further applied in inverse order of maturity to reduce the Total Revolving Extensions remaining scheduled installments of Credit (including principal of the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.Initial Loans;

Mandatory Prepayments. (a) If Not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Indebtedness Asset Sale or any Recovery Event (to the extent that such Net Cash Proceeds exceed $1,000,000 in the aggregate), the Borrowers shall apply 100% of the Net Cash Proceeds (provided that such percentage shall be issued reduced to 75% if the Total Net Leverage Ratio after giving Pro Forma Effect to such Asset Sale is less than or incurred by any Group Member (excluding any Indebtedness incurred equal to 2.50 to 1.00 but greater than 2.00 to 1.00, and to 50% if the Total Net Leverage Ratio after giving Pro Forma Effect to such Asset Sale is less than or equal to 2.00 to 1.00) received with respect thereto to prepay outstanding Term Loans in accordance with Section 7.2 2.13(d); provided, that if at the time that any such prepayment would be required, the Borrowers or any Restricted Subsidiary is required to repay, redeem or repurchase or offer to repay, redeem or repurchase Indebtedness that is secured on a pari passu basis (but without regard to control of remedies) with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale or Recovery Event (such Indebtedness required to be repaid, redeemed or repurchased or offered to be so repurchased, “Other Applicable Indebtedness”), then the applicable Borrower or applicable Restricted Subsidiary may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time so long as the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase, redemption or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.13(a) shall be reduced accordingly. (b) No later than the fifth Business Day after the date on which financial statements with respect to a fiscal year of Holdings are delivered pursuant to Section 5.04(a), beginning with the fiscal year ending on or about December 31, 2019, the Borrowers shall prepay outstanding Term Loans in accordance with Section 2.13(d) in an aggregate principal amount equal to the excess (if any) of (x) 50% of Excess Cash Flow for the fiscal year then ended (provided that such percentage shall be reduced to 25% if the Total Net Leverage Ratio as of the end of such fiscal year was less than or equal to 2.50 to 1.00 but greater than 2.00 to 1.00, and to 0% if the Total Net Leverage Ratio as of the end of such fiscal year was less than or equal to 2.00 to 1.00) minus (y) Voluntary Prepayments made during such fiscal year, on a dollar-for-dollar basis, other than to the extent any such Voluntary Prepayment is funded with the proceeds of new long-term Indebtedness. (c) In the event that any Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance, offering, placement or incurrence of Indebtedness for money borrowed of any Borrower or any Restricted Subsidiary (other than any Credit Agreement Refinancing Facilities cash proceeds from the issuance, offering, placement or Permitted External Refinancing Debt)incurrence of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrowers shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such Net Cash Proceeds by the Borrowers or such Restricted Subsidiary, apply an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the prepay outstanding Term Loans in accordance with Section 2.18(b2.13(d). Each prepayment . (d) So long as any Term Loans are outstanding, mandatory prepayments of outstanding Term Loans under this Agreement shall be applied pro rata to each Class of Term Loans (except, in the case of amounts required to mandatorily prepay the Term Loans under Section 2.12 pursuant to Sections 2.13(b), such mandatory prepayments shall be accompanied by accrued interest allocated to each of the date of such prepayment U.S. Term Loans and the Cayman Term Loans based on the amount prepaidof Excess Cash Flow generated by each of the U.S. Borrower and the Domestic Subsidiaries, on the one hand, and the Cayman Borrower and the Foreign Subsidiaries, on the other hand, as determined in good faith by the U.S. Borrower) and within each Class to any installments thereof (1) in direct order of maturity of the remaining installments for the next eight amortization payments following the relevant prepayment event, and (2) thereafter, ratably to the remaining installments. (e) Notwithstanding any provision Each Borrower shall deliver to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubtAdministrative Agent, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiarypracticable, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) least three Business Days after such determination) by an amount equal to such portion prior written notice of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be prepayment required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.under this

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member [Reserved.] (excluding any Indebtedness incurred in accordance with b) Subject to Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)2.12(g), an amount equal not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale Prepayment Event (including pursuant to a sale and leaseback transaction and by way of merger or consolidation) of any property or asset of any Company (including the sale, transfer or other disposition of Equity Interests of any such Company), the Borrower shall apply or cause to be applied 100% of the Net Cash Proceeds thereof received with respect thereto to prepay outstanding Loans in accordance with Section 2.12(f); provided that if such Net Cash Proceeds are Specified Asset Sale Proceeds, prepayment under this Section 2.12(b) shall not be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d)required. (bc) Subject to Section 2.12(e2.12(g), if on any date any Group Member shall receive not later than the third Business Day following the receipt of Net Cash Proceeds from in respect of any Asset Sale Casualty Event in respect of property with a fair market value immediately prior to such event equal to or Recovery Event that does not constitute a Reinvestment Event greater than $1,000,000, the Borrower shall apply (or an MF Required Disposition, which, together with cause to be applied) 100% of the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect thereto to the relevant Reinvestment Event shall be applied toward the prepayment of the Term prepay outstanding Loans as set forth in accordance with Section 2.12(d2.12(f). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant Subject to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b2.12(g), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by the date for delivery of the financial statements pursuant to Section 5.04(a), with respect to the related Excess Cash Flow Period, the Borrower shall apply, in accordance with Section 2.12(f), an amount (the “ECF Prepayment Amount”) equal to the ECF Percentage of the Excess Cash Flow for such portion Excess Cash Flow Period less the amount of such affected amount, except, for the avoidance ECF Prepayment Amount that would be applied to the prepayment of doubt, the First Lien Loans if the ECF Prepayment Amount were applied pro rata to the prepayment of the Loans and the First Lien Loans under the First Lien Credit Agreement (but only to the extent that a Reinvestment Event has occurred in respect such amount is so applied to the First Lien Loans) minus, (y) the sum of such Net Cash Proceeds or (A) to the extent not deducted in the calculation of Excess Cash Flow, voluntary prepayments of the Loans pursuant to Section 2.12(e)(ii2.11 during such Excess Cash Flow Period plus (B) precludes the amount applied to mandatory prepayments of principal of the Loans constituting PIK Interest added thereto; provided, however, that no such prepayment; and (iimandatory prepayment under this Section 2.12(d) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, shall be required to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents Unrestricted Cash of the Borrower and its Subsidiaries would be less than $45,000,000. (e) Subject to Section 2.12(g), not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Debt Incurrence Prepayment Event, the Borrower shall apply an amount equal to 100% of such Net Cash Proceeds in accordance with Section 2.12(f). (f) Mandatory prepayments required by this Section 2.12 shall be allocated pro rata to the Loans and shall be deemed to have been applied first to that portion of the principal amount of the Loans constituting PIK Interest and second to the original principal amount of the Loans. (g) Except as otherwise set forth herein, no prepayment of Loans shall be required or permitted to be made pursuant to this Section 2.12 if there are any Loans or commitments outstanding principal amounts under the First Lien Credit Agreement except to the extent expressly permitted or required thereunder. (h) The Borrower shall deliver to the Administrative Agent, at the time of Foreign Currency Loans does not exceed each prepayment required under this Section 2.12, (i) a certificate signed by a Financial Officer of the Foreign Currency Sublimit or Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the Total Revolving Extensions extent practicable, at least two Business Days’ prior written notice of Credit such prepayment. Each notice of prepayment shall be substantially in the form of Exhibit J to this Agreement (including or such other form as agreed to by the Dollar Equivalents Administrative Agent) and shall specify the prepayment date and the principal amount of any Revolving Extensions each Loan (or portion thereof) to be prepaid. All prepayments of Credit outstanding in a currency other than Dollars) exceed the Total Revolving CommitmentsLoans under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the Total Revolving Extensions principal amount to be prepaid to but excluding the date of Credit (including the Dollar Equivalents payment. Following receipt of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereaftercertificate, the Borrowers shall, without notice or demand, immediately repay such Administrative Agent will promptly notify each Lender holding Loans of the outstanding Revolving Extensions contents thereof and of Credit and cash collateralize any outstanding Letters such Lender’s pro rata share of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitmentsprepayment.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute then, unless a Reinvestment Event or an MF Required DispositionNotice shall have been delivered in respect thereof, whichconcurrently with, together with and as a condition to closing of such transaction, on any such date the Net Cash Proceeds received from all other Asset Sales or Recovery Events Loans shall be prepaid in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(d)Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, the Loans shall be prepaid in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward Event. (b) The Administrative Agent will determine the prepayment Spot Rate for (i) each Approved Currency (other than US Dollars) and (ii) any other Foreign Currency which has been approved for any component of the Term Loans Global Borrowing Base, each as of each Revaluation Date, and promptly advise the Borrowers of such Spot Rates. If, as of any such Revaluation Date, any of the limitations set forth in Section 2.12(d2.1(a) are exceeded (including, without limitation, any limitation with regard to the Global Borrowing Base or the US Borrowing Base), the Borrowers and Non-Loan Party Borrowers shall promptly, but not later than the later of (A) three (3) Business Days after such Revaluation Date or (B) if any limitation with regard to the Global Borrowing Base or the US Borrowing Base has been exceeded, the date the related Global Borrowing Base Certificate or US Borrowing Base Certificate is required to be delivered), make such prepayments of Loans, to be applied to such Loans, in accordance with Section 2.14, as may be required in order that none of such limitations in Section 2.1(a) are thereafter exceeded; provided that if after any such prepayment any portion of such excess continues to exist (because L/C Obligations constitute a portion thereof), the applicable Borrowers and Non-Loan Party Borrowers shall, in an amount not less than the balance of such excess, immediately deposit an amount in cash in a cash collateral account established with the Administrative Agent, for the benefit of the Issuing Lender, on terms and conditions satisfactory to the Administrative Agent. (c) [Reserved]The application of any prepayment of Loans pursuant to this Section 2.8 shall be made on a pro rata basis regardless of Type; provided that, so long as no Default or Event of Default has occurred and is continuing the Borrowers may specify which Tranche(s) shall be repaid. (d) Amounts Notwithstanding any other provisions herein, the Borrowers shall make prepayments of Loans on the Reduction Date, on a non pro rata basis, as may be necessary in order to be applied in connection with prepayments made pursuant cause each Lender’s Extensions of Credit to Section 2.12 shall be applied remain equal to the prepayment such Lender’s Percentage (based on Total Commitments) of the Term Loans in accordance with Section 2.18(bTotal Extensions of Credit outstanding on the Reduction Date (immediately following the reduction of Xxxxx Fargo’s Commitment by the Reduction Amount, if any). . (e) Each prepayment of the Term Loans under this Section 2.12 2.8 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with prepayment pursuant to this Section 2.12(e)(i) will 2.8 shall not be required to be applied to repay Loans at reduce the times provided in Section 2.12(b) Commitments and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, re-borrowed pursuant to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take terms and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United Statesconditions hereof. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If any Indebtedness The Company agrees that it shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt))--------------------- prepay, an amount at a price equal to 100% the principal amount thereof, without premium, $3,000,000 aggregate principal amount of Notes on each of April 30 and October 31, beginning April 30, 2005, to and including October 31, 2006, and shall pay in full the Net Cash Proceeds thereof shall be applied remaining principal amount of all Notes then outstanding on the maturity date of such issuance or incurrence toward the April 30, 2007. Upon any prepayment of the Term Loans as set forth in principal amount of any Notes under this Section 2.12(d). (b) Subject to Section 2.12(e)7.1, if on the Company shall also pay the holder or holders of any date such Notes any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, accrued and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). Each prepayment of the Term Loans under Section 2.12 shall be accompanied by accrued unpaid interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitationsrepayment). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any such prepayment date, (i) the aggregate Dollar Equivalents principal amount of the sum Notes outstanding is less than the amount required to be prepaid on such date, the Company shall prepay all Notes in full. The aggregate principal amount of each prepayment of Notes pursuant to this Section 7.1 shall be allocated among all Notes at the aggregate outstanding time outstanding, in proportion, as nearly as practicable, to the respective unpaid principal amounts of Foreign Currency Loans and such Notes. The Company's obligation to prepay the Notes under this Section 7.1 in the amounts required by this Section 7.1 shall be fixed until there is no longer any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an remaining aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving CommitmentsNotes, and the Total Revolving Extensions of Credit (including the Dollar Equivalents Company shall not receive any credit or offset with respect to such obligation as a result of any Revolving Extensions prepayment under Section 7.2, hereof or as a result of Credit outstanding in a currency other than Dollars) exceed any partial conversion under Section 6 hereof (so that any such prepayments under Section 7.2 or any such partial conversions are applied to the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount of Notes in inverse order of maturity). The Company shall give the holders of Notes written notice of each scheduled prepayment under this Section 7.1(a) at least thirty (30) and not more than sixty (60) days prior to the scheduled prepayment date for such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitmentsprepayment.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (b) Not later than the tenth Business Day following receipt of Net Cash Proceeds from (A) the completion of any Holdings Asset Sale, or (B) the occurrence of any Holdings Recovery Event, the Borrower shall offer to prepay outstanding Term Loans in an amount equal to the Required Prepayment Percentage multiplied by the amount of such Net Cash Proceeds that is received, such prepayment to be made in accordance with Section 2.13(e). Notwithstanding the foregoing, if the amount of Net Cash Proceeds from the completion of any such Holdings Asset Sale or the occurrence of any such Holdings Recovery Event required to be used to offer to prepay outstanding Term Loans pursuant to this clause (b) is less than $10,000,000, such application of such Net Cash Proceeds may be deferred until such time as the amount of such Net Cash Proceeds plus the aggregate amount of all Net Cash Proceeds received thereafter from the completion of any such Holdings Asset Sale or the occurrence of any such Holdings Recovery Event required to be so applied under this clause (b) aggregates at least $10,000,000, at which time the Borrower shall apply the aggregate amount of all such deferred Net Cash Proceeds to prepay outstanding Term Loans, such offer to prepay to be made in accordance with Section 2.13(e). (c) In the event that the Borrower shall receive Net Cash Proceeds from the issuance or other incurrence of Indebtedness of the Borrower (other than Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the tenth Business Day next following) the receipt of such Net Cash Proceeds by the Borrower, apply an amount equal to the Required Prepayment Percentage of such Net Cash Proceeds to offer to prepay outstanding Term Loans, such offer to prepay to be made in accordance with Section 2.13(e). (d) Amounts No later than ten days following the earlier of (i) 90 days after the end of each fiscal year, commencing with the fiscal year ending on December 31, 2008, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a) (commencing with the fiscal year ending on December 31, 2008), the Borrower shall offer to prepay (and prepay) outstanding Term Loans, such offer to prepay (and prepayment) to be applied made in connection accordance with Section 2.13(e), in an aggregate principal amount equal to (x) the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended (the “Base Annual ECF Sweep Amount”) minus (y) the aggregate amount of any voluntary prepayments of Term Loans (under and as defined in the Opco Credit Agreement) made pursuant to Section 2.12 of the Opco Credit Agreement during such fiscal year. Notwithstanding the foregoing, the Borrower shall be applied have the option to calculate Excess Cash Flow for one or more fiscal quarters of any fiscal year (with respect to such fiscal quarter or any other immediately preceding fiscal quarter or fiscal quarters during such fiscal year for which Excess Cash Flow had not previously been so calculated and the prepayment of the Term Loans offer in accordance with Section 2.18(b2.13(d) and Section 2.13(e) below had not previously been made); provided that in the event that the Borrower shall exercise such option, (i) no later than ten days following the earlier of (A) 45 days after the end of the applicable fiscal quarter and (B) the date on which financial statements with respect to such applicable fiscal quarter are delivered pursuant Section 5.04(b), the Borrower shall offer to prepay outstanding Term Loans, such offer of prepayment to be made in accordance with Section 2.13(e), in an aggregate principal amount equal to (x) the Required Prepayment Percentage of Excess Cash Flow for the applicable fiscal period then ended minus (y) the aggregate amount of any voluntary prepayments of Term Loans (under and as defined in the Opco Credit Agreement) made pursuant to Section 2.12 of the Opco Credit Agreement during such applicable fiscal period and (ii) the Borrower shall continue to be required to make the offer to prepay (and prepayment) described in the first sentence of this paragraph (d) following the end of the applicable fiscal year in accordance with the provisions described above (provided that the amount of Term Loans that the Borrower shall be required to prepay and offer to prepay with respect to the Excess Cash Flow in respect of such fiscal year shall be governed by the proviso in the first sentence of Section 2.13(e)). Each The Borrower shall provide the Administrative Agent with written notice of any election described in the immediately preceding sentence to calculate Excess Cash Flow (and make the required prepayment and prepayment offer) as of the Term Loans under Section 2.12 shall be accompanied by accrued interest to end of any fiscal quarter of any fiscal year no later than the earlier of (i) 45 days after the end of the applicable fiscal quarter and (ii) the date on which financial statements with respect to such applicable fiscal period are delivered pursuant to Section 5.04(b). For purposes of such prepayment on this Section 2.13(d), the amount prepaidterm “fiscal period” shall mean a period of one or more consecutive fiscal quarters. (e) Notwithstanding any provision in this Agreement to the contrary contrary, but subject to the right of each Term Lender to elect to decline all or any portion of any prepayment pursuant to Section 2.13(b), 2.13(c) or Section 2.13(d) as described below, the amount to be prepaid on any date pursuant to Section 2.13(b), 2.13(c) or 2.13(d) shall be applied to the prepayment (to the extent required to be so applied) of all Term Loans outstanding on such date; provided that, notwithstanding anything in this Agreement to the contrary, in the case of any prepayment pursuant to Section 2.13(d) in respect of a fiscal year (as opposed to any other fiscal period), on the date of any prepayment offer that is required to be made pursuant to such Section in respect of a fiscal year ended, (a) the Company shall be required to prepay outstanding Term Loans (under and as defined in the Opco Credit Agreement) by an amount equal to, if positive, (i)(A) 50% of the Base Annual ECF Sweep Amount for such fiscal year minus (B) the aggregate amount of any voluntary prepayment of Term Loans (under and as defined in the Opco Credit Agreement) made pursuant to Section 2.12 of the Opco Credit Agreement during such applicable fiscal year (“Mandatory ECF Payment”) minus (ii) any amount that had been offered to, accepted by and prepaid to the Term Lenders (under and as defined in the Opco Credit Agreement) at any time during such fiscal year pursuant to clause (i) of the second sentence of Section 2.13(d) of the Opco Credit Agreement (such amount set forth in the preceding clause (ii) in respect of such fiscal year, the following amounts “Early Paid Amount”), and the Term Lenders (under and as defined in the Opco Credit Agreement) shall have no right to decline all or any portion of such required prepayment amount determined by such subtraction and (b) the Borrower shall be excluded from required to offer to the Term Lenders, and the Term Lenders shall have the right to decline all or any portion of such offered amount, an amount equal to, (x) (A) if the outstanding principal amount of Term Loans is greater than or equal to $500,000,000 as of the end of such fiscal year, the Pro Rata ECF Percentage of the Base Annual ECF Sweep Amount for such fiscal year and (B) if the outstanding principal amount of Term Loans is less than $500,000,000, 0% of the Base Annual ECF Sweep Amount for such fiscal year minus in each case (y) if the Early Paid Amount for such fiscal year was more than the Mandatory ECF Payment for such fiscal year, the amount by which such Early Paid Amount exceeded the Mandatory ECF Payment. No later than 5:00 p.m., New York City time, within the earlier of three Business Days (A) prior to the applicable prepayment date or (B) after the Borrower has offered prepayment of the Term Loans hereunder, each Term Lender may provide written notice to the Administrative Agent either (i) setting forth the maximum amount of the aggregate amount of its Term Loans that it wishes to have prepaid on such date pursuant to this Section (the “Requested Prepayment Amount”) or (ii) declining in its entirety any prepayment on such date pursuant to this Section. In the event that any Term Lender shall fail to provide such written notice to the Administrative Agent within the time period specified above, such Term Lender shall be deemed to have elected a Requested Prepayment Amount equal to its ratable share of such mandatory prepayment (determined based on the percentage of the aggregate amount of all Term Loans represented by such Term Lender’s Term Loans as determined immediately prior to such prepayment and without taking into account any Requested Prepayment Amount of any other Lender). In the event that the amount of any mandatory prepayment to be made pursuant to this Section shall be equal to or exceed the aggregate amount of all Requested Prepayment Amounts of all Term Lenders electing (or deemed to be electing) such a prepayment, each Term Lender electing (or deemed to be electing) such a prepayment shall have an amount of its Term Loans prepaid that is equal to such Term Lender’s Requested Prepayment Amount. In the event that the amount of any mandatory prepayment to be made pursuant to this Section shall be less than the aggregate amount of all Requested Prepayment Amounts of all Term Lenders electing (or deemed to be electing) such a prepayment, each Term Lender electing (or deemed to be electing) such a prepayment shall have its Term Loans prepaid in an amount equal to the product of (A) the amount of such mandatory prepayment and (B) the percentage of the aggregate Requested Prepayment Amounts of all Term Lenders electing (or deemed to be electing) such a prepayment represented by such Term Lender’s Requested Prepayment Amount. Any residual amounts after any mandatory prepayments are made pursuant to this Section 2.13(e) shall be retained by the Borrower. Mandatory prepayments of outstanding Term Loans under this Agreement shall be applied against the remaining scheduled installments due in respect of the Term Loans under Section 2.11 as directed by the Borrower. (f) [Reserved]. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: such prepayment and (iii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect practicable, at least ten days prior written notice of such Net Cash Proceeds prepayment, (and the Administrative Agent shall promptly provide the same to each Lender. Each notice of prepayment shall specify the prepayment date, the Type of each Term Loan being prepaid and the principal amount of each Term Loan (or to the extent Section 2.12(e)(iiportion thereof) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied prepaid. All prepayments of Borrowings pursuant to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event 2.13 shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to accompanied by accrued and unpaid interest on the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such thatto be paid to but excluding the date of payment and shall be subject to Section 2.16, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit but shall otherwise be without premium or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitmentspenalty.

Mandatory Prepayments. (a) If Upon receipt by the Borrower or any Indebtedness of its Subsidiaries of any Net Proceeds with respect to an Asset Disposition, (i) if such Net Proceeds exceed $10,000,000 or (ii) if such Net Proceeds do not exceed $10,000,000 but such Net Proceeds, together with all other Net Proceeds from other, prior Asset Dispositions in the same fiscal year of the Borrower, which, in each case, have not exceeded $10,000,000, exceed $25,000,000, then on the first Business Day after the receipt of Net Proceeds from such Asset Disposition, the Revolving Credit Loans shall be issued or incurred by any Group Member (excluding any Indebtedness incurred prepaid, without an accompanying reduction of the Commitments, in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% of such Net Proceeds (or, in the case of Net Cash Proceeds thereof shall be applied on described in clause (ii) of this paragraph (a), if less, the date of amount by which such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(dNet Proceeds, together with such other Net Proceeds, exceed $25,000,000). (b) Subject In the event of any Change in Control, if the Majority Banks give the Borrower a notice within 30 days of the announcement of such Change in Control requiring the Borrower to Section 2.12(eprepay the Loans in full, then the Borrower shall prepay the Loans in full on a date determined by the Borrower and notified by the Borrower pursuant to the procedures of subsection 2.6 which is not more than 90 days after such Change in Control. If the Loans are required to be prepaid in full pursuant to this subsection 2.7(b), if on any date any Group Member such Loans shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with be permitted to be reborrowed and the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, Commitments shall be applied on the fifth Business Day after receipt toward the prepayment deemed to be terminated as of the Term Loans as set forth in Section 2.12(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 date of the Term Loans as set forth in Section 2.12(d)such prepayment. (c) [Reserved]. (d) Amounts If, after giving effect to be applied in connection with prepayments made any termination or reduction of any Commitments pursuant to Section 2.12 shall be applied to subsection 2.5 or this subsection 2.7, the prepayment outstanding aggregate principal amount of the Term Loans exceeds the aggregate amount of such Commitments then in accordance effect, the Borrower shall pay or prepay such Loans (including, without limitation, the Bid Loans) on the date of such termination or reduction in an aggregate principal amount at least equal to such excess, together with Section 2.18(b). Each prepayment of the Term Loans under Section 2.12 shall be accompanied by interest thereon accrued interest to the date of such prepayment on payment or prepayment. All prepayments made pursuant to this subsection 2.7(c) shall be applied first to the amount prepaid.Revolving Credit Loans until such Loans are paid in full and second to the Bid Loans. -------------------------------------------------------------------------------- (ed) Notwithstanding any provision Each prepayment of the Loans pursuant to the contrary in this Agreement, the following amounts subsection 2.7 shall be excluded from accompanied by payment in full of all accrued interest thereon to and including the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock date of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance prepayment, together with this Section 2.12(e)(i) will not be required any additional amounts owing pursuant to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United Statessubsection 2.17. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If Upon (i) the occurrence of a Change in Control of the Company, (ii) a transfer of all or substantially all of the assets of the Company to any Indebtedness shall be issued Person in a single transaction or incurred by any Group Member series of related transactions, (excluding any Indebtedness incurred iii) a consolidation, merger or amalgamation of the Company with or into another Person in accordance with Section 7.2 which the Company is not the surviving entity (other than any Credit Agreement Refinancing Facilities a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or Permitted External Refinancing Debt)exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), an amount equal (ii) and (iii) being referred to as a "Sale Event"), or (iv) the occurrence of a Registration Default which continues uncured for a period of forty-five (45) days, then, in each case, the Company shall, upon request of the Majority Holders, redeem the Convertible Notes, subject to the provisions of Section 5 of the Convertible Notes. (b) Upon the consummation of one or more Financings, the Company shall use 100% of the Net Cash Proceeds thereof therefrom (unless such Net cash proceeds from each such 53 Financing is less than $250,000) to redeem the Convertible Notes. The redemption price payable upon any such redemption shall be applied on the date of such issuance or incurrence toward the prepayment Redemption Price in Section 5 of the Term Loans Convertible Notes, as set forth in Section 2.12(d). amended (b) Subject referred to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with herein as the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d"Formula Price"). (c) [Reserved]Upon the issuance of the Maximum Number of Shares and the failure within 90 days of such issuance to obtain shareholder approval to issue additional shares of Common Stock (the "Redemption Event"), the Company shall redeem the outstanding balance of each Convertible Note for the Formula Price. (d) Amounts In the event that there is an insufficient number of authorized; issuable, unlegended and freely tradeable shares of Common Stock registered with the latest Form S-1 or S-1/A (or other applicable) Registration Statement filed by the Company to be applied in connection with prepayments made pursuant fully convert the Convertible Notes and exercise all warrants held by GCA and LKB Financial, LLC, then the Company shall immediately file a Form S-1/A (or other applicable) amendment to Section 2.12 the then current Registration Statement to register a sufficient number of such shares to convert said Convertible Notes and warrants. Upon the failure within five (5) Trading Days to register a sufficient number of such shares, the Company shall redeem the outstanding balance of each Convertible Note for the Formula Price. In addition, failure of the Company to register a sufficient number of such shares to fully convert said Convertible Notes and exercise such warrants shall be applied to a Registered Default under Section 10.4(e) from the prepayment date of the Term Loans in accordance with Section 2.18(b). Each prepayment Notice of the Term Loans under Section 2.12 shall be accompanied by accrued interest Conversion to the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation earlier of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such redemption of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents balance of the outstanding principal amounts Convertible Notes and exercise of Foreign Currency Loans does not exceed the Foreign Currency Sublimit all such warrants or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such full conversion of the outstanding Revolving Extensions Convertible Notes and exercise of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount all such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitmentswarrants."

Mandatory Prepayments. (ai) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt))The Borrower shall, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward and in the prepayment amount of the Term Loans receipt by the Borrower or any of its Subsidiaries as set forth to which the transfer of funds to the Borrower would not result in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive adverse tax consequences of Net Cash Proceeds from any Asset Sale (a) the incurrence or Recovery Event that does not constitute issuance of debt (including pursuant to a Reinvestment Event public offering, a private placement or an MF Required Dispositiona syndicated bank financing (other than borrowings under the Borrower’s Credit Agreement dated as of December 16, which, together 2005 with the Net Cash Proceeds received from all other Asset Sales lenders parties thereto and CNAI, as administrative agent, that not used directly or Recovery Events indirectly to finance the Mayne Pharma Acquisition) or (b) the issuance of equity or equity-linked transactions in such fiscal year exceed $40,000,000the capital markets, then, repay the Loans in an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an aggregate amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment amount of such Net Cash Proceeds. (ii) If the Term Loans have been, or substantially contemporaneously with the receipt of Net Cash Proceeds as set forth described in Section 2.12(d). this paragraph (cii) [Reserved]. (d) Amounts to be applied will be, repaid or prepaid in connection with prepayments made pursuant to Section 2.12 shall be applied to full, the prepayment Borrower shall, on the date and in the amount of the Term Loans in accordance with Section 2.18(b). Each prepayment receipt by the Borrower or any 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount its Subsidiaries of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any other than the Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or of the Divestiture in an amount not to exceed $12,000,000 and other than to the extent that (x) the Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited Asset Sale are less than $1,000,000 for any single transaction or delayed by applicable local law. Any amount that is excluded from series of related transactions or (y) the calculation of Net Cash Proceeds of all Asset Sales after the date hereof are less than $30,000,000 in the aggregate), repay the Loans in an aggregate amount equal to the amount of such Net Cash Proceeds that are not used by the Borrower to prepay the Term Loans (rounded downward to the nearest $5,000,000 increment, with such rounded amount applied in accordance with the proviso to this Section 2.7.C.(ii)); provided, that, if the Borrower has previously made a mandatory prepayment of Loans in accordance with this Section 2.12(e)(i) will not 2.7.C.(ii), no further mandatory prepayment shall be required to be applied to repay Loans at until the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not nature described above again exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments$5,000,000.

Mandatory Prepayments. Immediately upon receipt by the Parent or any of its Subsidiaries of proceeds of any sale or disposition by the Parent or such Subsidiary of the Parent of any of its assets in excess of $1,000,000 at any one time or $5,000,000 in any Fiscal Year (aexcluding (i) If sales of inventory in the ordinary course of business; (ii) sales of obsolete equipment, (iii) the transfer of assets to any Indebtedness Loan Party by any other Loan Party; (iv) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof, but in no event shall such sale or discount of accounts receivable be greater than $500,000 in the aggregate; (v) the disposition of any Hedging Transaction; (vi) the sale of any Permitted Investment (other than a Loan Party) and (vii) sales of assets the proceeds of which are invested into like-kind assets in the businesses of the Borrower and its Subsidiaries within two hundred seventy (270) days after such assets are sold) the Borrower shall prepay the Loans in an amount equal to all such proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by such Borrower in connection therewith (in each case, paid to non-Affiliates). Any such prepayment shall be issued or incurred by any Group Member (excluding any Indebtedness incurred applied in accordance with Section 7.2 2.12(d). If the Parent or any of its Subsidiaries issues any debt (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)Indebtedness permitted under ‎Section 7.1), then no later than the Business Day following the date of receipt of the proceeds thereof, the Borrower shall prepay the Loans in an amount equal to 100% all such proceeds, net of the Net Cash Proceeds thereof underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be applied on in accordance with ‎Section 2.12(d). Except as provided in Schedule 2.12(c), if the Parent or any of its Subsidiaries issues equity securities (other than in connection with stock issued to fund Permitted Acquisitions) then no later than the Business Day following the date of receipt of the proceeds thereof, the Borrower shall prepay the Loans in an amount equal to fifty percent (50%) of such issuance proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with ‎Section 2.12(d). Any prepayments made by the Borrower pursuant to ‎Section 2.12(a), ‎(b) or incurrence toward (c) above shall be applied as follows: first, to the prepayment Administrative Agent's fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all other fees and reimbursable expenses of the Lenders and the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective Pro Rata Shares of such fees and expenses; third, to interest then due and payable on the Loans made to Borrower, pro rata to the Lenders based on their respective pro rata shares of such interest; fourth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; fifth, pro rata to the remaining principal amortization payments of the Term Loans; sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and seventh, to cash collateralize the Letters of Credit in accordance with ‎Section 2.22(g) in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Term Loan Commitment and the Revolving Commitments of the Lenders shall be permanently reduced by the amount of any prepayments made pursuant to clauses fifth and sixth above, respectively; provided, that no permanent reduction in the Revolving Commitments shall be made in connection with any prepayments made under ‎Section 2.12(a) above if no Event of Default has occurred and is continuing. If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to ‎Section 2.9 or otherwise, the Borrower shall immediately repay Swingline Loans as set forth and Revolving Loans in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess, together with all accrued and unpaid interest on such excess of $40,000,000, amount and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, any amounts due under ‎Section 2.19. Each prepayment shall be applied on first to the fifth Business Day Swingline Loans to the full extent thereof, second to the Base Rate Loans and the LIBOR Index Rate Loans to the full extent thereof, and finally to Adjusted LIBO Rate Loans to the full extent thereof. If after receipt toward the giving effect to prepayment of all Swingline Loans and Revolving Loans, the Term Loans as set forth in Section 2.12(d); providedRevolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount Borrower shall Cash Collateralize its reimbursement obligations with respect to the relevant Reinvestment Event shall be applied toward the prepayment Letters of the Term Loans as set forth Credit by depositing cash collateral in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) excess plus any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take accrued and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence)unpaid fees thereon. Any amount that is excluded from the calculation of Net Cash Proceeds Such account shall be administered in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b‎Section 2.22(g). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal In addition to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made scheduled principal repayments pursuant to Section 2.12 shall be applied to 5.2, the prepayment of the Term Loans in accordance with Section 2.18(b). 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.Borrower shall: (ei) Notwithstanding within five (5) Business Days after receipt by any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount Credit Party or Borrower Subsidiary of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any deliver to the Administrative Agent a Mandatory Prepayment Certificate setting out a detailed calculation of such Net Cash Proceeds from any Asset Sale and, subject to Section 5.3(b), concurrent therewith permanently repay Accommodation then outstanding under the Term A Credit by a Foreign Subsidiary or an amount equal to 100% of such Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(iProceeds; and (ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than within five (5) Business Days after receipt by the Borrower or any Borrower Subsidiary of Net Cash Proceeds from any public or private Debt financing of or by the Borrower or such distribution Borrower Subsidiary (other than Debt which is permitted) permitted pursuant to Section 9.2(b)), the proceeds of which are used by the Borrower or any Borrower Subsidiary in the Business for purposes permitted hereunder), deliver to the Administrative Agent a Mandatory Prepayment Certificate setting out a detailed calculation of such Net Cash Proceeds and concurrent therewith, permanently repay Accommodation then outstanding under the Term A Credit by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect 100% of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; andProceeds. (iib) The obligation to permanently repay Accommodation outstanding under the Term A Credit in Section 5.3(a) shall not apply to Asset Sales or Recovery Events in any Fiscal Year until the amount of the aggregate Net Cash Proceeds received by the Credit Parties and Borrower Subsidiaries in such Fiscal Year from all of the Asset Sales and Recovery Events of the Credit Parties and Borrower Subsidiaries is greater than $1,000,000 in aggregate. For greater certainty, Section 5.3(a)(i) shall apply to any Asset Sale by a Foreign Subsidiary or portion of the Net Cash Proceeds from of any particular Asset Sale or Recovery Event with respect to a Foreign Subsidiary, received by the Credit Parties and the Borrower Subsidiaries in each case, to the extent such Fiscal Year that the Parent Borrower has determined is in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock excess of such Foreign Subsidiary would have any adverse tax consequence $1,000,000 aggregate limit. (c) The Administrative Agent shall forthwith distribute each Mandatory Prepayment Certificate to each of the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required Term A Lenders once each such Mandatory Prepayment Certificate has been received by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded Administrative Agent from the calculation of Net Cash Proceeds Borrower in accordance with this paragraph 2.12(e)(iiAgreement. (d) will not The amount of Accommodation outstanding under the Term A Credit which is to be repaid pursuant to Section 5.3(a) shall be permanently repaid on the date a Mandatory Prepayment Certificate is delivered pursuant to Section 5.3(a) and applied in inverse order of maturity against the scheduled repayments required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred made in respect of such Net Cash Proceeds or the Term A Credit pursuant to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States5.2(c). (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). 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) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event Commencing with respect to a Foreign Subsidiarythe fiscal year of the Borrower ending on December 31, as applicable2024, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) for such distribution fiscal year, the Borrower shall, if the Excess Cash Flow of the Borrower and the Subsidiaries is permittedgreater than $1,000,000, cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50.0% (such percentage as it may be reduced as described below, the “ECF Percentage”) of the amount equal to Excess Cash Flow in excess of $1,000,000, if any, for the fiscal year covered by such financial statements, minus (B) the sum of (1) all voluntary prepayments (including pursuant to debt buy-backs made by the Borrower or any Subsidiary in an amount equal to the amount actually paid in respect thereof) of Term Loans, Refinancing Loans in the form of term loans and Permitted Alternative Incremental Facilities Debt in the form of term loans or notes, in each case to the extent such Indebtedness is secured by a Lien on the Collateral that is pari passu with the Lien securing the Obligations, during such fiscal year or after such fiscal year and prior to the making of such Excess Cash Flow payment and (2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after such fiscal year and prior to the making of such Excess Cash Flow payment to the extent the commitments in respect of such Revolving Credit Loans are permanently reduced by the amount of such payments, except, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Internally Generated Cash; provided that (x) the ECF Percentage shall be reduced to 25% if the Consolidated Total Net Leverage Ratio for the fiscal year covered by such financial statements was less than 1.875:1.00 and greater than or equal to 1.375:1.00 (in each case, calculated on a pro forma basis) and (y) the ECF Percentage shall be reduced to 0% if the Consolidated Total Net Leverage Ratio for the fiscal year covered by such financial statements was less than 1.375:1.00 (calculated on a pro forma basis). (ii) (A) Subject to Section 2.05(b)(ii)(B), if following the Closing Date (x) the Borrower or any Subsidiary Disposes of any property or assets, including any Sale and Lease-Back Transaction that constitutes a Disposition (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (f), (g), (j), (k), (m), (n), (p), (r), (t) and (u)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or any Subsidiary of Net Cash Proceeds, in each case, whether in a single transaction or a series of related transactions, in excess of $2,500,000 (the “Individual Proceeds Threshold”), the Borrower shall make a prepayment in accordance with Section 2.05(b)(ii)(C), in an amount equal to an aggregate principal amount of Term Loans equal to 100% (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received in excess of the Individual Proceeds Threshold; provided that (1) no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect Administrative Agent of its intent to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds reinvest in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.​ ​

Mandatory Prepayments. (a) An amount equal to 50% of the Net Equity Proceeds of any Equity Issuance shall be applied on the date thereof toward the prepayment of the Term Loans as set forth in Section 2.6.2 (d). If any Funded Indebtedness shall be issued or incurred by any Group Member Loan Party (excluding any Funded Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)6.11), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d2.6.2 (d). (b) Subject to Section 2.12(e), if If on any date any Group Member Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute then, unless a Reinvestment Event or an MF Required DispositionNotice shall be delivered in respect thereof, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, an amount equal to such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day later of such date and the date which is 30 days after receipt such Asset Sale or Recovery Event toward the prepayment of the Term Loans as set forth in Section 2.12(d2.6.2 (d); provided, that, notwithstanding the foregoing, (i) the Net Cash Proceeds of Asset Sales and Recovery Events may be excluded from the foregoing requirement up to an amount not to exceed $5,000,000 in the aggregate in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(d2.6.2 (d), and (iii) in the case of a series of related Recovery Events arising from a single event or occurrence, the Reinvestment Notice with respect to the entire series of Recovery Events may be delivered within 30 days after the first such Recovery Event. (c) [Reserved]If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2007, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans as set forth in Section 2.6.2 (d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1, for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 2.6.2. shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b2.11 (b). The application of any prepayment pursuant to Section 2.6.2. shall be made, first, to Floating Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Term Loans under Section 2.12 2.6.2. shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If In the event of any incurrence of Indebtedness shall be issued or incurred by any Group Member (excluding other than Indebtedness of any Indebtedness incurred in accordance with Section 7.2 Group Member permitted to be issued under subsection 8.2 (other than with respect to any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debtissuance of Senior Notes permitted under clause (h) thereof)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on of such Indebtedness incurrence shall, one Working Day after the date of such issuance or Indebtedness incurrence toward be applied to the prepayment of the Term Loans as set forth in Section 2.12(dsubsection 4.5(d). (b) Subject to Section 2.12(e), if on any date In the event of receipt by any Group Member shall receive of Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with (in excess of $7,500,000 in the Net Cash Proceeds received from aggregate for all other Asset Sales or and Recovery Events per fiscal year) by any Group Member then, unless the Borrower exercises its Reinvestment Rights in such fiscal year exceed $40,000,000, thenrespect thereof, an amount equal to 100% of the Net Proceeds of such Net Cash Proceeds in excess of $40,000,000Asset Sale or Recovery Event shall, and an amount equal to all Net Cash Proceeds received thereafter in on the Working Day after such fiscal yearreceipt, shall be applied on the fifth Business Day after receipt toward to the prepayment of the Term Loans as set forth in Section 2.12(dsubsection 4.5(d); provided, that, 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 Term Loans as set forth in Section 2.12(dsubsection 4.5(d). (c) [Reserved]If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply toward the prepayment of the Loans the ECF Percentage of such Excess Cash Flow less (solely to the extent not funded by the proceeds of Indebtedness) (x) the aggregate amount of all optional prepayments of Loans pursuant to subsection 4.4 or subsection 4.16 made during such fiscal year (provided that with respect to any prepayment pursuant to subsection 4.16, the aggregate amount of such prepayment for purposes of this clause shall be the amount of the Borrower’s cash payment in respect of such prepayment), (y) the aggregate amount of all optional prepayments of First Lien Term Loans pursuant to subsection 4.5 or 4.23 of the First Lien Credit Agreement made during such fiscal year (provided that with respect to any prepayment pursuant to subsection 4.23 of the First Lien Credit Agreement, the aggregate amount of such prepayment for purposes of this clause shall be the amount of the Borrower’s cash payment in respect of such prepayment) and (z) the aggregate amount of all optional repayments of First Lien Revolving Loans pursuant to subsection 4.5 of the First Lien Credit Agreement made during such fiscal year that are accompanied by an equivalent permanent reduction in the First Lien Revolving Commitments. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than 15 Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in subsection 7.1, for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments made Prepayments of Eurodollar Loans pursuant to Section 2.12 this subsection 4.5, if not on the last day of the Interest Period with respect thereto, shall, at the Borrower’s option, as long as no Event of Default has occurred and is continuing, be prepaid subject to the provisions of subsection 4.13 or such prepayment (after application to any ABR Loans, in the case of prepayments by the Borrower) shall be deposited with the Administrative Agent as Cash Collateral for such Eurodollar Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied to the prepayment of the Term Eurodollar Loans in accordance with Section 2.18(b). Each prepayment on the last day of the Term respective Interest Periods for such Eurodollar Loans under Section 2.12 shall be accompanied by accrued interest next ending most closely to the date of receipt of such prepayment Net Proceeds. After such application, unless a Default or an Event of Default shall have occurred and be continuing, any remaining interest earned on such Cash Collateral shall be paid to the amount prepaidBorrower. (e) Notwithstanding any provision to the contrary Except as set forth in subsection 4.13, all payments made under this Agreement, the following amounts shall subsection 4.5 will be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale without penalty or Recovery Event, as applicable:premium. (if) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary contained in this Section 2.12subsection 4.5, in other than with respect to any Declined First Lien Prepayment Amount, no event prepayment shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries made under this subsection 4.5 prior to the United StatesFirst Priority Obligations Payment Date. (fg) IfNotwithstanding anything to the contrary contained in this subsection 4.5, on if any date, Lender shall notify the Administrative Agent (i) on the aggregate Dollar Equivalents date of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and such prepayment, with respect to any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice prepayment under subsection 4.5(a) or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit (b) or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second at least one Business Day thereafterprior to the date of a prepayment under subsection 4.5(c) that it wishes to decline its share of such prepayment, such share shall be retained by the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving CommitmentsBorrower.

Mandatory Prepayments. Borrower shall be required to make prepayments (“Mandatory Prepayments”) in each of the following events (a) If in the event any Indebtedness of the Collateral is the subject of a Casualty Event, a Mandatory Prepayment equal to the amount of the Casualty Proceeds received by Borrower, Survivor, or Subsidiary Merger Survivor on account thereof (provided that no such Mandatory Prepayment shall be issued required to the extent that Borrower, Survivor, or incurred Subsidiary Merger Survivor, as applicable, use such Casualty Proceeds for repair or replacement for any Casualty Event if the amount of Casualty Proceeds does not exceed $25,000,000.00, or such higher amount as may be approved by the Required Lenders at their discretion, and so long as (i) a contract for such repair or replacement is entered into within 180 days of such Casualty Event for such repairs and/or the acquisition of such replacements, (ii) such repair or replacement is effected within 360 days of such Casualty Event, and (iii) any Group Member (excluding any Indebtedness incurred such replacements are covered by the lien in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% favor of the Net Cash Proceeds thereof shall be applied Administrative Agent on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(dCollateral). ; (b) Subject upon the issuance of any equity securities in a capital raising transaction resulting in net proceeds to Section 2.12(e), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event or an MF Required Disposition, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, Borrower of an amount equal to such Net Cash Proceeds in excess of $40,000,00010,000,000.00, and an amount a Mandatory Prepayment equal to all Net Cash Proceeds received thereafter fifty percent (50%) of net proceeds of such offering of equity securities to the extent they are not used, under the conditions set forth below, for acquisitions and/or capital investment within 360 days of receipt; (c) upon sale or other disposition of any non-current assets (except for sales in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment ordinary course of business) which are a part of the Term Loans as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount Collateral other than Collateral with respect to which the relevant Reinvestment Event shall be applied toward lien is released pursuant to the prepayment provisions of Section 10.23 hereof, a Mandatory Prepayment equal to one hundred percent (100%) of the Term Loans as net proceeds in excess of $5,000,000 received by Borrower, Survivor, or Subsidiary Merger Survivor to the extent that they are not used, under the conditions set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment below, for acquisitions and/or capital investment within 360 days of the Term Loans in accordance with Section 2.18(b). Each prepayment of the Term Loans under Section 2.12 shall be accompanied receipt by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this AgreementBorrower, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale Survivor, or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign SubsidiaryMerger Survivor, as applicable, the distribution of which are covered by a Foreign Subsidiary lien in favor of the Administrative Agent; and (d) at any time that the aggregate outstanding principal balance owing (i) under the 7 Year Revolving Loan and the 10 Year Revolving Loan (including the Converted Loans) exceeds the Available Amount or (ii) under either the 7 Year Revolving Loan or the 10 Year Revolving Loan (including the 7 Year Converted Loans or the 10 Year Converted Loans, as applicable) exceeds the Aggregate 7 Year Commitment or the Aggregate 10 Year Commitment, respectively, as either of them may be reduced from time to time, a Mandatory Prepayment equal to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock amount of such Foreign excess. In each case of proceeds from any offering of equity securities and from any sale or other disposition of Collateral, to avoid Mandatory Prepayment based thereon, Borrower, Survivor, or Subsidiary is prohibited Merger Survivor, as applicable, must, within 180 days of receipt of such proceeds, have used such proceeds for acquisitions and/or capital investments or delayed by applicable local lawexecuted a binding definitive contract for such acquisitions and/or capital investments. Any amount that is excluded from the calculation Mandatory Prepayments made (x) pursuant to clause (d) of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be and applied to repay Converted Loans at the times provided in Section 2.12(bor (z) pursuant to clauses (a) and may be deducted from any amounts otherwise due under Section 2.12(b)(b) of this Section, so longwill, but only so longin either case, as result in a permanent reduction of the applicable local law will not permit a distribution of those funds by Aggregate 7 Year Commitment and the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, Aggregate 10 Year Commitment to the extent that a Reinvestment Event has occurred in respect of the Mandatory Payments applied to each such Facility. Mandatory Prepayments under clauses (a), (b), or (c) shall be due no later than 10 Banking Days after the expiration of the applicable acquisition or capital investment period set forth above, and Mandatory Prepayments under (d) shall be due the next Banking Day following such occurrence. In determining the amount of Mandatory Prepayment required under clauses (a) or (c), Borrower shall be permitted to make any prepayment required on account of such Net Cash Proceeds Casualty Event or sale under any Pari Passu Loan (in a maximum amount no greater than the pro rata portion based on total outstanding principal balances of such loan and the Facilities), and in determining the amount of Mandatory Prepayment required under clause (b), Borrower shall, without duplication regarding payments made on account of any Pari Passu Loan, be permitted to make any prepayment required on account of such sale under any secured or unsecured credit facility which is not expressly subordinate to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by Facilities in a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event maximum amount, with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal only to such unsecured facilities, of no greater than the pro rata portion of based on the total outstanding principal balances owing under such affected amount, except, for the avoidance of doubt, unsecured facility to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate total outstanding principal amounts of Foreign Currency Loans balances owing under all such unsecured facilities and any outstanding L/C Obligations denominated under the Facilities. Section 7.1 is amended in any L/C Foreign Currency exceeds an amount equal its entirety to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.read as follows:

Mandatory Prepayments. (ai) If If, at any Indebtedness time after the Initial Funding Date, any Borrower shall be issued or incurred by (A) incur any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 Funded Debt (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)(1) the Obligations, (2) Indebtedness under the Bridge Facility, and (3) Indebtedness permitted under clauses (b), (d), (e), and (g) through (j) of Section 7.1) or (B) issue any Stock (other than (1) the issuance of Stock to AGCO or any Restricted Subsidiary, (2) the issuance of Stock of AGCO to any employee, executive, director or officer under an amount equal incentive compensation program, (3) the issuance of any Stock of a Restricted Subsidiary to directors of such Restricted Subsidiaries to the extent the issuance thereof is required by applicable law, and (4) the issuance of Stock of AGCO to the extent that the Net Cash Proceeds thereof are used substantially concurrently to purchase equity securities of AGCO from management, directors or key employees of AGCO or any of its Subsidiaries), then one hundred percent (100% %) of the Net Cash Proceeds thereof received by such Borrower pursuant to clause (A) and seventy-five percent (75%) of the Net Cash Proceeds received by such Borrower pursuant to clause (B) shall be applied paid on the date of receipt thereof by such issuance or incurrence toward Borrower to the Administrative Agent as a prepayment of the Term Loans (in either case to be applied as set forth in Section 2.12(d2.5(b)(xii) below). (b) Subject . Notwithstanding the foregoing, AGCO shall be permitted to Section 2.12(e), if on any date any Group Member shall receive retain the Net Cash Proceeds from any Asset Sale or Recovery Event that does not constitute a Reinvestment Event Stock issuance or an MF Required Dispositionincurrence of Funded Debt (x) received at any time after the Initial Funding Date by AGCO to the extent such Net Cash Proceeds are concurrently used to repay the Bridge Facility, whichand after the repayment in full of the Bridge Facility, together with any of the Existing 2006 Notes or the Existing 2008 Notes, and (y) received by AGCO within one (1) year from the Initial Funding Date in an aggregate amount of up to U.S. $100,000,000; provided the Bridge Facility has been repaid in full or is not outstanding and AGCO has satisfied the requirements of Section 5.21 as of such date. In the event AGCO elects to apply Net Cash Proceeds pursuant to any of clauses (x) and (y) above and such Net Cash Proceeds are from the issuance of Stock and incurrence of Funded Debt simultaneously or in a related transaction or series of related transactions, the Net Cash Proceeds received from all other Asset Sales the Stock issuance shall be deemed to be applied first to the uses in clauses (x) and/or (y) above and the Net Cash Proceeds from the Funded Debt incurrence shall be deemed to be applied thereafter to the uses in clauses (x) and/or (y) above. Nothing in this Section shall authorize any Borrower to issue any Stock or Recovery Events incur any Funded Debt except as expressly permitted by this Agreement. (ii) If any Borrower shall receive any Net Cash Proceeds in such any fiscal year exceed in excess of U.S. $40,000,0005,000,000 from an Asset Disposition in any transaction or series of related transactions (other than a disposition permitted by Section 7.7(a)-(g) hereof), then, an amount equal to then one hundred percent (100%) of such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in by such fiscal year, Borrower from Asset Disposition shall be applied on paid to the fifth Business Day after receipt toward the Administrative Agent as a prepayment of the Term Loans (to be applied as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal 2.5(b)(xii) below) to the Reinvestment Prepayment Amount with extent such Net Cash Proceeds are not used to purchase or otherwise acquire replacement assets of a similar kind and nature within one hundred twenty (120) days after receipt of such Net Cash Proceeds. Nothing in this Section shall authorize any Borrower to sell any Collateral except as expressly permitted by this Agreement. (iii) Commencing on March 31, 2005, and on March 31 of each year thereafter, Borrowers shall pay the Administrative Agent fifty percent (50%) of the Excess Cash Flow received by Borrowers in respect to of the relevant Reinvestment Event shall be applied toward the fiscal year most recently ended as a prepayment of the Term Loans (to be applied as set forth in Section 2.12(d2.5(b)(xii) below). (civ) [Reserved]The Borrowers shall repay the Loans in an amount necessary to cause the Excess Proceeds to be less than U.S. $10,000,000 on any date(to be applied as set forth in Section 2.5(b)(xii) below). (dv) Amounts to On any date on which the Multi-Currency Facility shall be applied in connection with prepayments made reduced pursuant to Section 2.12 2.4(a) or Section 2.4(b), if the Multi-Currency Outstandings on such date shall exceed the amount of the Multi-Currency Facility after giving effect to such reduction, the Multi-Currency Borrowers shall prepay Multi-Currency Revolving Loans or Letter of Credit Advances by the Multi-Currency Lenders in the aggregate principal amount equal to such excess, and shall pay on demand to the Appropriate Lenders any amounts owing under Section 11.2 as a result of such prepayment. Each such prepayment by a Multi-Currency Borrower shall be applied ratably to such Multi-Currency Revolving Loans forming part of the same Borrowing by such Borrower, or to such Letter of Credit Advances pursuant to draws on the same Letter of Credit issued for the account of such Multi-Currency Borrower, as AGCO shall designate at the time of such prepayment. (vi) On any date on which the Canadian Facility shall be reduced pursuant to Section 2.4(a) or Section 2.4(b), if the Canadian Outstandings on such date shall exceed the amount of the Canadian Facility after giving effect to such reduction, the Canadian Subsidiary shall prepay Canadian Revolving Loans or Letter of Credit Advances by the Canadian Lenders in the aggregate principal amount equal to such excess, and shall pay on demand to the Appropriate Lenders any amounts owing under Section 11.2 as a result of such prepayment. Each such prepayment by the Canadian Subsidiary shall be applied ratably to such Canadian Revolving Loans forming part of the same Borrowing by the Canadian Subsidiary, or to such Letter of Credit Advances pursuant to draws on the same Letter of Credit issued for the account of the Canadian Subsidiary, as the Canadian Subsidiary shall designate at the time of such prepayment. (vii) If, on the last day of any Interest Period for any LIBO Rate Loan to a Multi-Currency Borrower and on any date on which a Base Rate Loan to a Multi-Currency Borrower is outstanding, if the Multi-Currency Outstandings on such date shall exceed one hundred five percent (105%) of the amount of the Multi-Currency Facility on such date, such Multi-Currency Borrower shall prepay the lesser of (x) the aggregate principal amount of such LIBO Rate Loan as to which such last date shall have occurred or of such Base Rate Loan, and (y) such portion of such principal amount as shall be the Equivalent Amount in the currency of such Loans of such excess. (viii) On the last day of any Interest Period for any LIBO Rate Loan to the Canadian Subsidiary and on the last day of any Contract Period with respect to any outstanding Bankers' Acceptances, and on any date on which a Base Rate Loan to the Canadian Subsidiary is outstanding, if the Canadian Outstandings on such date shall exceed one hundred five percent (105%) of the amount of the Canadian Facility on such date, the Canadian Subsidiary shall prepay the lesser of (x) the aggregate principal amount of such LIBO Rate Loan to it as to which such last day shall have occurred or the aggregate principal amount of such Base Rate Loan or the aggregate face amount of such Bankers' Acceptances, and (y) such portion of such principal amount or face amount, as the case may be, as shall be the Equivalent Amount in the currency of such Loans of such excess. (ix) AGCO shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such L/C Cash Collateral Account to equal the amount by which (A) the Multi-Currency Equivalent in U.S. Dollars of (1) the aggregate principal amount of all Letter of Credit Advances, plus (2) the aggregate Available Amount of all Letters of Credit then outstanding, exceeds (B) the Letter of Credit Subfacility on such Business Day. (x) The Canadian Subsidiary shall repay to the Canadian Administrative Agent for the ratable account of the Canadian Lenders the aggregate outstanding principal amount or face amount, as the case may be, of its Borrowings consisting of Canadian Revolving Loans on the Maturity Date, and each Multi-Currency Borrower shall repay to the Administrative Agent for the ratable account of the Multi-Currency Lenders the aggregate outstanding principal amount of its Borrowings consisting of Multi-Currency Revolving Loans on the Maturity Date. (xi) Each Borrower shall, within one (1) Business Day of the making thereof by the Appropriate Issuing Bank, repay to the Appropriate Agent for the account of the Appropriate Issuing Bank the outstanding principal amount of each Letter of Credit Advance made to such Borrower. (xii) Prior to the occurrence of an Event of Default, all amounts required to be paid pursuant to Section 2.5(b)(i)-(iv) shall be applied (1) first, to the principal amount of the Term Loans according to the Term Loan Lenders' Pro Rata Shares, to be applied to the prepayment scheduled installments of the Term Loans set forth in Section 2.5(c) in inverse order of maturity; (2) second, to the payment of the Revolving Loans according to the Multi-Currency Lenders' and Canadian Lenders' Pro Rata Shares; and (3) third, to all other amounts payable under the Obligations in such order as may be determined by the Administrative Agent. Subject to the foregoing, outstanding Base Rate Loans of any Tranche shall be prepaid before outstanding LIBO Rate Loans under such Tranche are prepaid. Subsequent to the occurrence and during the continuation of an Event of Default, all amounts required to be paid pursuant to Section 2.5(b)(i)-(iv) shall be applied in accordance with Section 2.18(b). 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 prepaid8.4 hereof. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) If Not later than the tenth Business Day following the receipt by the Borrower or any Indebtedness of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale or Property Loss Event, the Borrower shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), apply an amount equal to 100% of the Net Cash Proceeds thereof received by the Borrower or any of its Restricted Subsidiaries with respect thereto, to prepay outstanding Term Loans in accordance with Section 2.13(e); provided, however, that, the foregoing percentage shall be reduced to (i) 50% if the Total Net Leverage Ratio is less than or equal to 6.00 to 1.00 but greater than 5.00 to 1.00 and (ii) 0% if the Total Net Leverage Ratio is less than or equal to 5.00 to 1.00, in each case, determined by reference to the most recently delivered Compliance Certificate at the time of receipt of such Net Cash Proceeds; and provided, further, that if (A) 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 (including any Related Business Assets) and (B) no Event of Default shall have occurred and be continuing at the time of such proposed reinvestment, 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 Borrower shall not be required to prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 365 days after the date of receipt of such Net Cash Proceeds (or, 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 reinvestment or repayment period, such Net Cash Proceeds shall be applied on the date of such issuance or incurrence toward within five Business Days to the prepayment of the Term Loans as set forth above (without regard to the immediately preceding proviso) and (II) if, as a result of any Prepayment Asset Sale or Property Loss Event, the Borrower would be required to prepay or make an “offer to purchase” the Senior Notes or the Senior Secured Notes (pursuant to the terms of the Senior Notes Documentation or the Senior Secured Notes Documentation, as the case may be) 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 (a) to prepay Term Loans in accordance with Section 2.12(d2.13(e) on the day immediately preceding the date of such required “offer to purchase” (without regard to the immediately preceding proviso). (b) 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 ending December 31, 2013), 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 prepaid pursuant to Section 2.12 and “Revolving Loans” (to the extent accompanied by a permanent reduction of the “Revolving Credit Commitments” (each as defined under the Revolving Credit Agreement)) 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). (c) Subject to Section 2.12(e2.12(d), if on in the event that the Borrower or any date any Group Member of its Restricted Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness (other than any Asset Sale cash proceeds from the issuance or Recovery Event that does not constitute a Reinvestment Event or an MF Required Dispositionincurrence of Indebtedness permitted pursuant to Section 6.01), which, together with the Borrower shall no later than the third Business Day following the receipt of such Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000Proceeds, then, apply an amount equal to 100% of such Net Cash Proceeds in excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the prepay outstanding Term Loans in accordance with Section 2.18(b2.13(e). Each prepayment . (d) Subject to Section 2.12(d), in the event that the Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from the issuance of Senior Secured Notes, the Borrower shall immediately apply an amount equal to 100% of such Net Cash Proceeds to prepay the outstanding Term Loans under in accordance with Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid2.13(e). (e) Prior to the repayment in full of all Term Loans and all Obligations (other than contingent obligations for which a claims has not been made) relating thereto, (i) all prepayments required by this Section 2.13 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 such 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 any provision anything to the contrary contained in this AgreementSection 2.13 or elsewhere in this Agreement including in Section 9.08, the following amounts Borrower shall have the option in its sole discretion to give the Lenders the option to waive their pro rata share of a mandatory prepayment of Term Loans which is otherwise required to be excluded from made pursuant to Section 2.13(a), (b) or (c) (each such mandatory prepayment, a “Waivable Mandatory Prepayment”) upon the calculation terms and provisions set forth in this Section 2.13(f). If the Borrower elects to exercise the option referred to in the immediately preceding sentence, the Borrower shall give to the Administrative Agent written notice of its intention to give the Lenders the right to waive a Waivable Mandatory Prepayment including in such Prepayment Notice the aggregate amount of such proposed prepayment not later than 12:30 p.m. five Business Days prior to the date of the proposed prepayment which notice the Administrative Agent shall promptly forward to all Lenders indicating in such notice the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required prepayment to be applied to repay Loans at each such Lender’s outstanding Term Loans. The Borrower’s offer to permit the times provided in Section 2.12(b) and Lenders to waive any such Waivable Mandatory Prepayment may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing apply to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any or part of such affected Net Cash Proceeds is permitted under prepayment, provided that any offer to waive part of such prepayment must be made ratably to the applicable local law, Lenders (based on the Parent Borrower shall prepay principal amount of the Term Loans (not on the date of prepayment). In the event that any such 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 five (5) 4:00 p.m. on the date which is two Business Days after such distribution is permitted) by an amount equal to such portion the date of such affected amount, except, for notice from the avoidance of doubt, Administrative Agent and the Administrative Agent shall promptly thereafter notify the Borrower thereof which notice shall also include the amount such Lender desires to the extent that a Reinvestment Event has occurred receive in respect of such Net Cash Proceeds or prepayment. If any Lender does not reply to the extent Section 2.12(e)(ii) precludes Administrative Agent within such two Business Day period such Lender will be deemed not to have waived any part of such prepayment; and (ii) . If any Net Cash Proceeds from 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 Asset Sale by a Foreign Subsidiary such Lender waives all or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in part of its reasonable judgment that the distribution share of any of or all such items to Waivable Mandatory Prepayment the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay retain 100% of the Term Loans (not later than five (5) Business Days after amount so waived by such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepaymentLender. Notwithstanding anything to the contrary contained above, if one or more Lenders waives its right to receive all or any part of any Waivable Mandatory Prepayment but less than all the Lenders waive in this Section 2.12, in no event shall any Group Member be required full their right to repatriate cash of Non-Domestic Subsidiaries to the United States. (f) If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105receive 100% of the Foreign Currency Sublimittotal Waivable Mandatory Prepayment otherwise required with respect to the Term Loans, then the Borrowers 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, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, to the aggregate Dollar Equivalents application of the respective repayment, maintain the same percentage as determined for such Lender but not the same percentage that the other Lenders hold and not the same percentage held by such Lender prior to prepayment of each Borrowing of Term Loans which remains outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect theretoto such application. Notwithstanding anything to the contrary, Lenders shall not have the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding right to waive mandatory prepayments under this Section 2.13 except as set forth in a currency other than Dollars) do not exceed the Total Revolving Commitmentsthis Section 2.13(f).