Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (a) On the day of receipt by the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On the day of receipt by the Borrowers or --------------------- any of their Subsidiaries date of any Net Proceeds with respect termination or reduction of the Commitments pursuant to an Asset DispositionSection 2.05, the Borrowers Borrower shall pay or prepay for the Loans (and such prepayment ratable accounts of the Lenders so much of the principal amount outstanding under this Agreement as shall be applied as set forth necessary in Section 2.5(e)) and, order that the principal amount outstanding (after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject giving effect to such Asset Disposition prepayment) will not exceed the amount of Commitments following such termination or reduction, together with (based on the most recent financial statements received by the Agent under Section 5.1(aA) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable accrued interest to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition prepayment on the principal amount repaid or prepaid and (iiB) in the Net Proceeds case of prepayments of Eurodollar Rate Advances, Adjusted CD Rate Advances or B Advances, any such Asset Dispositions are used, within one year of such disposition, amount payable to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject pursuant to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a8.04(b). (b) In All prepayments required to be made pursuant to this Section 2.12 shall be applied by the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of Agent as follows: (i) first, to the date upon which the audited financial statements prepayment of the Borrowers with respect A Advances (without reference to such fiscal year become available minimum dollar requirements), applied to outstanding Base Rate Advances up to the full amount thereof before they are applied to the ratable prepayment of Eurodollar Rate and Adjusted CD Rate Advances; and (ii) second, to the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior B Advances (without reference to the date of any prepayment required by this Section 2.5(bminimum dollar requirements), applied ratably among all the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepaymentLenders holding B Advances. (c) If In lieu of prepaying any Eurodollar Rate Advances, Adjusted CD Rate Advances or B Advances under any provision (other than Sections 2.14 and 6.01) of this Agreement, the Borrowers or Borrower may, upon notice to the Agent, deliver such funds to the Agent, to be held as additional cash collateral securing the obligations hereunder and under the Notes. The Agent shall deposit all amounts delivered to it in a non-interest-bearing special purpose cash collateral account, to be governed by a cash collateral agreement in form and substance satisfactory to the Borrower and the Agent, and shall apply all such amounts in such account against such Advances on the last day of the Interest Period therefor. The Agent shall promptly notify the Lenders of any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved election by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal Borrower to deliver funds to the amount of such proceeds not so applied Agent under this subsection (and such prepayment shall be applied as set forth in Section 2.5(e)c). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (i) If at any time the aggregate outstanding balances of the Revolving Loan and the Swing Line Loan exceed the lesser of (A) the Maximum Amount and (B) the Borrowing Base, Borrowers shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. Notwithstanding the foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) shall be repaid only on demand. (ii) Immediately upon receipt by any Credit Party of proceeds of any asset disposition (excluding proceeds of asset dispositions permitted by Section 6.8 (a)) On the day or any sale of receipt by the Borrowers or --------------------- any of their Subsidiaries Stock of any Net Proceeds with respect to an Asset DispositionSubsidiary of any Credit Party, the Borrowers shall prepay the Loans in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied as set forth in accordance with Section 2.5(e1.3(c). (iii) andIf any Borrower issues Stock or any debt securities, after all no later than the Business Day following the date of receipt of the proceeds thereof, the issuing Borrower shall prepay the Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% all such proceeds, net of such Net Proceeds; provided that no prepayment shall be required with respect underwriting discounts and commissions and other reasonable costs paid to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result non-Affiliates in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3)connection therewith. On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and Any such prepayment shall be applied as set forth in accordance with Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)1.3(c). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (ai) On Immediately upon receipt of notice by Agent that the day outstanding principal balance of receipt the Term Loan exceeds the then extant Maximum Term Loan Amount, Borrower shall prepay the Term Loan in accordance with clause (d) below in an amount equal to such excess. (ii) Immediately upon any voluntary or involuntary sale or disposition by the Borrowers Parent or --------------------- any of their its Subsidiaries of property or assets (other than sales or dispositions which qualify as Permitted Dispositions under clauses (b), (c), (e), and (g)) of the definition of Permitted Dispositions): (A) If the proceeds are from the sale or disposition of any Net Proceeds with respect to an Asset DispositionEligible Equipment, the Borrowers shall prepay the Loans outstanding Obligations in accordance with clause (d) below with the Net Cash Proceeds received by such Person in connection with such sale or disposition in an amount equal to the lesser of (i) 100% of such Net Cash Proceeds, and (ii) 100% of the Gross Liquidation Value of such prepayment Eligible Equipment based on the most recent appraisal of such Eligible Equipment. Any remaining Net Cash Proceeds shall be applied as set forth follows: (A) so long as no Default or Event of Default shall have occurred and be continuing, (x) 50% of such Net Cash Proceeds shall be retained by Borrower, and (y) the remaining Net Cash Proceeds shall be used by Borrowers to prepay the outstanding Obligations in accordance with clause (d) below, and (B) otherwise, 100% of such Net Cash Proceeds shall be used by Borrowers to prepay the outstanding Obligations in accordance with clause (d) below. (B) If the proceeds are from the sale or disposition of any other property or assets, Borrowers shall prepay the outstanding Obligations in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such sale or disposition if the aggregate amount of Net Cash Proceeds received by Parent and its Subsidiaries (and not paid to Agent as a prepayment of the Obligations) for all such sales or dispositions shall exceed $150,000 in any fiscal year. Nothing contained in this subclause (ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 2.5(e7.4. (iii) Immediately upon the receipt by Parent or any of its Subsidiaries of any Extraordinary Receipts in excess of $50,000 individually or $250,000 in the aggregate during any Fiscal Year (other than Extraordinary Receipts from the Asiana Claim), Borrowers shall prepay the outstanding Obligations in accordance with clause (d) and, after all Loans have been prepaid, make a Cash Collateral Deposit, below in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (basedExtraordinary Receipts, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds net of any reasonable expenses incurred in collecting such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a)Extraordinary Receipts. (biv) In Immediately upon the event that at the end issuance or incurrence by Parent or any of its Subsidiaries of any fiscal year Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d), or (e) of Section 7.1), or the Borrowers ending on and after December 31sale or issuance by Parent or any of its Subsidiaries of any shares of its Capital Stock, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans outstanding principal of the Obligations in accordance with clause (and such prepayment shall be applied as set forth in Section 2.5(e)d) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50100% of the Net Cash Proceeds received by Parent or its Subsidiaries in connection with such sale, issuance, or incurrence. The provisions of this subsection (iv) shall not be deemed to be implied consent to any such sale, issuance, or incurrence otherwise prohibited by the terms and conditions of this Agreement. (v) If Parent or any of its Subsidiaries has any Excess Cash Flow for any fiscal year (the “Relevant Fiscal Year”), commencing with the fiscal year ending February 29, 2004, Borrowers shall prepay the outstanding Obligations in accordance with clause (d) below in an amount (the “Excess Cash Flow Amount”) equal to 75% of such Excess Cash Flow; provided that no such prepayment . Such Excess Cash Flow shall -------- ---- be paid on or before the first day of the second fiscal quarter of the fiscal year following the Relevant Fiscal Year. Notwithstanding the foregoing, (x) Borrowers shall not be required to prepay the Obligations with Excess Cash Flow if there are any Borrowings during (i) the last 5 days of Parent’s first fiscal quarter of its fiscal year immediately following the Relevant Fiscal Year, or (ii) the last 20 Business Days of the Excess Cash Flow Offer (as defined in the Indenture), and (y) Borrowers shall not be required to prepay the Obligations with Excess Cash Flow to the extent that Parent would have less than $30,000,000 available to be borrowed under this Agreement upon consummation of the Excess Cash Flow Offer (as defined in the Indenture), after giving pro forma effect to the purchase of Notes (as defined in the Indenture) in the Excess Cash Flow Offer (as defined in the Indenture). Borrowers shall not be required to prepay the Obligations with Excess Cash Flow if the Maximum Total Debt Ratio as of the end of such fiscal year Excess Cash Flow Amount is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment$5,000,000. (cvi) If Immediately upon the Borrowers receipt by Parent or any of their its Subsidiaries receive of any insurance proceeds related to a casualty or loss of Collateral or the payment of any award or compensation for condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved taking by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereofeminent domain, the Borrowers shall, on such 90th day shall prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, outstanding Obligations in accordance with clause (d) below in an amount equal to the amount 100% of such proceeds not so applied (and or payment, net of any reasonable expenses incurred in collecting such prepayment shall be applied as set forth in Section 2.5(e))proceeds or payment. (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. On each date on which Borrower or Lender actually receives a distribution of Net Proceeds, and if Lender is not obligated to make such Net Proceeds available to Borrower for a Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (a100%) On of such Net Proceeds together with interest that would have accrued on such amounts through the day of receipt by the Borrowers or --------------------- any of their Subsidiaries next Monthly Payment Date. The full amount of any Net Proceeds with respect to an Asset Disposition, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth to the Components in the order specified in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an 2.3.1 and any amount equal to 100% of such Net Proceeds; provided prepayment in excess of that no prepayment shall required to pay the Debt in full and such interest shall, if any of the Senior Mezzanine Loan, the Junior A Mezzanine Loan or the Junior B Mezzanine Loan is in existence, be required with respect to an Asset -------- ---- Disposition if paid in the following order of priority: (ia) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable first to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or Senior Mezzanine Loan, (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable second to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition Junior A Mezzanine Loan and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset DispositionPreferred Equity, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31pari passu, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal third to the amount of such proceeds not so applied (Junior B Mezzanine Loan and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers with any remainder being promptly remitted to Borrower. No Yield Maintenance Premium or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such other prepayment premium or fee shall be applied as the Agent shall elect due in its sole discretion). No such connection with any prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans made pursuant to this Section 2.5 2.4.2. Any prepayment received by Lender pursuant to this Section 2.4.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined by Lender on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15next Monthly Payment Date. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On the day of Upon receipt by the Borrowers Borrower, the Parent or --------------------- any of their the Restricted Subsidiaries of Net Cash Proceeds arising from an Included Asset Sale, Recovery Event or Debt Issuance (other than (i) a Debt Issuance permitted pursuant to clauses (a) through (l) of Section 8.1 (Indebtedness) and (ii) any Net Proceeds with respect Debt Issuance permitted pursuant to an Asset Disposition, clause (m) of Section 8.1 (Indebtedness) in excess of the Borrowers first $450,000,000 in principal amount thereof) the Borrower shall prepay the Loans (and Term Loans. Any such mandatory prepayment shall be applied as set forth in Section 2.5(eaccordance with clause (c) below. (b) The Borrower shall prepay the Term Loans within 120 days after the last day of each fiscal year (beginning with the fiscal year ended January 31, 2009)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 10025% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Excess Cash Flow attributable to the assets subject to for such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (basedfiscal year; provided, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining that the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal reduced to 500% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required Flow if the Maximum Total Debt Leverage Ratio as of the Borrower at the end of such fiscal year is less than 4.50:12.0 to 1. On or prior to the date of any Any such mandatory prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent shall be applied in accordance with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepaymentclause (c) below. (c) If Subject to the Borrowers or provisions of Section 2.11(g) (Payments and Computations), any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved prepayments made by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal Borrower required to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). accordance with this clause (dc) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to reduce ratably the remaining installments of such outstanding amounts principal amount of Incremental Loans and Revolving the Term Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15basis. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On The BORROWER shall have the day obligation to apply to the unpaid principal balances of receipt the LOANS and all accrued interest and fees all of the NET AVAILABLE PROCEEDS received by the Borrowers BORROWER from any PREPAYMENT DISPOSITIONS, CASUALTY EVENTS, or --------------------- any issuances of their Subsidiaries INDEBTEDNESS for borrowed money other than proceeds from purchase money INDEBTEDNESS which is otherwise permitted by the terms of any Net Proceeds with respect to an Asset Disposition, this AGREEMENT. The MAXIMUM AGGREGATE LOAN AMOUNT and the Borrowers shall prepay the Loans (and such prepayment COMMITMENT AMOUNTS shall be permanently reduced by the amount of each payment of the NET AVAILABLE PROCEEDS that is applied as set forth in Section 2.5(e)to the unpaid principal balances of the LOANS. Notwithstanding the foregoing, (A) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment NET AVAILABLE PROCEEDS shall not be required with respect to an Asset -------- ---- Disposition if be so applied to any of the OBLIGATIONS and to the reduction of the MAXIMUM AGGREGATE LOAN AMOUNT and the COMMITMENT AMOUNTS so long as no DEFAULT or EVENT OF DEFAULT is then continuing and such NET AVAILABLE PROCEEDS (i) the consummation of such Asset Disposition would do not result in exceed Five Million Dollars (x$5,000,000.00) the Operating Cash Flow attributable when aggregated with all other NET AVAILABLE PROCEEDS not applied to the assets subject to such Asset Disposition (based on OBLIGATIONS and the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% permanent reduction of the Operating Cash Flow of MAXIMUM AGGREGATE LOAN AMOUNT and the Borrowers as of the date of such Asset Disposition COMMITMENT AMOUNTS, and (ii) the Net Proceeds of any such Asset Dispositions are usedused to purchase replacement assets, in each case within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to 180 days following the date of receipt of such NET AVAILABLE PROCEEDS, and (B) if all or any Asset Disposition, the Borrowers agree portion of such NET AVAILABLE PROCEEDS not required to provide the Agent with calculations used by the Borrowers be so applied as provided above in determining the amount of any this Section 2.4 are not so reinvested to purchase replacement assets within such prepayment 180-day period (or in determining that a prepayment is such earlier date, if any, if the BORROWER determines not required) under this Section 2.5(a). (b) In to reinvest the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied NET AVAILABLE PROCEEDS as set forth in Section 2.5(eabove)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment remaining portion shall be applied as set forth in Section 2.5(e)). (d) In on the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds last day of such Equity Offering period (and or such prepayment shall be applied earlier date, as the Agent shall elect case may be) as provided above in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant this Section 2.4 without regard to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15proviso. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On Upon the day consummation of receipt the Classmates IPO, an amount equal to: (i) the greater of (x) 50% of the net cash proceeds received by the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds Borrower in connection with respect to an Asset Disposition, the Borrowers shall prepay the Loans Classmates IPO and (and such prepayment y) $30,000,000 shall be applied on the date of the Classmates IPO toward the prepayment of the Loans and other amounts as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a2.6(c). (b) In the event that at the end of If, for any fiscal year quarter of Borrower beginning with the Borrowers fiscal quarter ending on and after December March 31, 1999 2009, there shall exist be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow with respect to such fiscal yearApplication Date, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to apply 50% of such Excess Cash Flow; provided that no Flow toward the prepayment of the Loans and other amounts as set forth in Section 2.6(c). Each such prepayment shall -------- ---- be required if made on a date (an “Excess Cash Flow Application Date”) no later than 45 days after each fiscal quarter end for the Maximum Total Debt Ratio as first three fiscal quarters and 90 days in the case of the end fourth quarter of such any fiscal year is less than 4.50:1end. On or prior to Notwithstanding the date foregoing and without duplication under the definition of any prepayment required by this Section 2.5(b)Excess Cash Flow, the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of Loans required to be repaid pursuant to this clause (b) for any fiscal quarter shall be reduced on a dollar for dollar basis by the amount of optional prepayments of Loans made pursuant to Section 2.5 during such prepaymentfiscal quarter. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds Amounts to be applied in connection with respect to any of their Properties which are not fully applied (or contractually committed prepayments made pursuant to contract(s) approved by Section 2.6 shall be applied, to the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days prepayment of the receipt thereofLoans in accordance with Section 2.12(b) (unless otherwise agreed to in writing by and among Lenders); (provided that any Lender may decline any such prepayment (collectively, the Borrowers shall“Declined Amount”), in which case the Declined Amount shall be distributed to the prepayment, on such 90th day prepay a pro rata basis, of the Loans and, after all Loans held by Lenders that have been prepaid, make a Cash Collateral Deposit, in an amount equal elected to the amount of accept such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion)Declined Amounts. No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this under Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment 2.6 shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepaymentprepayment on the amount prepaid; provided, together with that if a Eurodollar Loan is prepaid on any additional day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.152. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On the day of receipt by the Borrowers or --------------------- If any of their Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrowers shall prepay the Loans (and such prepayment Indebtedness shall be applied issued or incurred by any Consolidated Entity (other than as set forth in permitted under Section 2.5(e6.01)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of the Net Cash Proceeds shall be applied on the date of such Net Proceedsissuance 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 2.14(c); provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition be made pursuant to this subsection (a) if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based Leverage Ratio on the most recent financial statements received by last the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% day of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, fiscal quarter most recently ended is 2.25 to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On 1.00 or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a)less. (b) In the event that at the end of If on any fiscal year of the Borrowers ending on and after December 31, 1999 there date any Consolidated Entity shall exist Excess receive Net Cash Flow Proceeds in connection with respect to any Receivables Financing Program then such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment Net Cash Proceeds shall be applied on 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 2.5(e2.14(c)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect Amounts to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans connection with prepayments made pursuant to this Section 2.5 2.14 shall (i) be applied to the outstanding amounts 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 Incremental 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 2.14. Prepayments shall be made, first, to ABR Loans and, second, to Eurocurrency Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loansin each case, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all together with accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing prepayment on the amount prepaid and the principal amount of Term Loans and accrued interest thereon to be paid by the applicable Borrower pursuant to Section 2.15any such prepayment shall not exceed in the aggregate the applicable portion of Net Cash Proceeds with respect to such prepayment. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On each date on which the day of receipt by the Borrowers Revolving Credit Commitments are reduced or --------------------- any of their Subsidiaries of any Net Proceeds with respect terminated pursuant to an Asset DispositionSection 2.08 or Section 2.09, the Borrowers Borrower shall repay or prepay such principal amount of the outstanding Revolving Credit Loans, if any (together with interest accrued thereon and any amounts due under Section 8.05(a)), as may be necessary so that after such payment the aggregate unpaid principal amount of the Revolving Credit Loans (and does not exceed the aggregate amount of the Revolving Credit Commitments as then reduced. Each such payment or prepayment shall be applied to repay or prepay ratably the Revolving Credit Loans of the several Banks; provided that such prepayment shall be applied as set forth in Section 2.5(e)) andapplied, after all first, to Syndicated Revolving Credit Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based outstanding on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition prepayment (in direct order of maturity) and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such dispositionthen, to invest in assets of the same type and use as those disposed and with respect extent necessary, to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to Money Market Loans outstanding on the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(adirect order of maturity). (b) In On each date on which the event that at Term Loan Commitments are reduced pursuant to Section 2.09, the end of any fiscal year Borrower shall repay or prepay such principal amount of the Borrowers ending on outstanding Term Loans, if any (together with interest accrued thereon and any amounts due under Section 8.05(a)), as may be necessary so that after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on payment the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements aggregate unpaid principal amount of the Borrowers with respect to Term Loans does not exceed the aggregate amount of the Term Loan Commitments as then reduced. Each such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such payment or prepayment shall be applied as set forth in Section 2.5(e)) and, after all to repay or prepay ratably the Term Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepaymentseveral Banks. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On the day of receipt by the Borrowers or --------------------- If any of their Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrowers shall prepay the Loans (and such prepayment Indebtedness shall be applied as set forth issued or incurred by any Group Member after the date hereof (excluding any Indebtedness incurred in accordance with Section 2.5(e7.2)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such the Net Proceeds; provided that no prepayment Cash Proceeds thereof shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based applied on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) issuance or incurrence toward the Net Proceeds prepayment of any such Asset Dispositions are usedthe Loans, within one year together with a fee equal to 1.00% of the principal amount of such disposition, prepayment to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or extent made prior to the date of any Asset Disposition, that is 150 days after the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a)Closing Date. (b) In the event that at the end If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event in each case in respect of any fiscal year of the Borrowers ending on Collateral and occurring after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end hereof then 100% of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment Net Cash Proceeds shall be applied (or distributed to the MLP for application by the MLP) within three Business Days of such date (or, if later, the date otherwise provided for in the definition of Net Cash Proceeds) toward the prepayment of the Loans as set forth in Section 2.5(e2.8(c)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds Amounts to be applied in connection with respect to any of their Properties which are not fully applied (or contractually committed prepayments made pursuant to contract(s) approved by this Section 2.8 shall be applied, to the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days prepayment of the receipt thereofremaining scheduled principal amortization payments of the Loans in inverse order of maturity and in accordance with Section 2.14(b). The application of any prepayment pursuant to this Section 2.8 shall be made, the Borrowers shallfirst, on such 90th day prepay the to ABR Loans and, after all Loans have been prepaidsecond, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion)Eurodollar Loans. No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans under this Section 2.8 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. With respect to mandatory prepayments pursuant to this Section 2.5 shall 2.8, a ratable portion of the Net Cash Proceeds may be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, prepay obligations under the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, Credit Facility to make a Cash ----- Collateral Deposit andthe extent required thereby.

Mandatory Prepayments. If the Borrower has exercised the Term-Out Option and the Facility Termination Date has occurred, then the Borrower will: (ai) On within ten Business Days following the day of receipt by the Borrowers Borrower, any Significant Subsidiary (excluding KCPL to the extent that, and for so long as, the distribution of the applicable Net Cash Proceeds by KCPL to the Borrower would be prohibited by the applicable regulatory authorities having jurisdiction over KCPL), KLT Gas Inc. or --------------------- any of their Subsidiaries KLT Investments Inc. of any Net Cash Proceeds with respect to an from any Asset DispositionSale, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, Advances in an amount (rounded down, if necessary, to an integral multiple of $1,000,000) equal to 100% of all such Net Proceeds; provided that no prepayment shall be required with respect Cash Proceeds received since the Facility Termination Date minus all amounts previously applied to an Asset -------- ---- Disposition if prepay Advances pursuant to this clause (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and ); and (ii) within five Business Days following the receipt by the Borrower or any Significant Subsidiary (excluding KCPL to the extent that, and for so long as, the distribution of the applicable Net Cash Proceeds by KCPL to the Borrower would be prohibited by the applicable regulatory authorities having jurisdiction over KCPL) of the Net Cash Proceeds of any such Asset Dispositions are used, within one year issuance of such disposition, to invest in assets equity securities or Indebtedness (excluding any Excluded Issuance and any issuance of the same type and use as those disposed and with respect to which the Lenders shall have equity securities by a first-priority perfected Lien (subject to Section 6.3). On or prior Significant Subsidiary to the date of any Asset DispositionBorrower or another Significant Subsidiary), the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, Advances in an amount (rounded down, if necessary, to an integral multiple of $1,000,000) equal to 50100% of all such Excess Net Cash Flow; provided that no such prepayment shall -------- ---- be required if Proceeds received since the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior Facility Termination Date minus all amounts previously applied to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans Advances pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15clause (ii). (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On No later than the day third Business Day following the determination of receipt by the Borrowers or --------------------- any amount of their Subsidiaries Net Cash Proceeds received in respect of any Net Proceeds with respect to an Asset DispositionSale occurring on or after the Funding Date, the Borrowers Borrower shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in apply an amount equal to 100% of such Net ProceedsCash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(d); provided provided, however, that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) at any time prior to the consummation due date of such Asset Disposition would not result in (x) prepayment, the Operating Cash Flow attributable Borrower delivers a certificate of its Financial Officer to the Administrative Agent setting forth its intent to reinvest, or to cause the Subsidiaries to reinvest, the Net Cash Proceeds received in respect thereof, not in excess of $250,000,000 in the aggregate for all Asset Sales, within 365 days after the receipt thereof, in assets subject that are used or useful in the business of the Borrower and the Subsidiaries and (ii) no Default or Event of Default shall have occurred and be continuing at the time such certificate is delivered, then no prepayment of Term Loans shall be required pursuant to this paragraph (a), except to the extent such Asset Disposition (based on the most recent financial statements received Net Cash Proceeds are not so applied by the Agent under Section 5.1(a) or expiration of such 365-day period, at which time a prepayment of the Term Loans shall be required in the amount of any such unapplied Net Cash Proceeds. (b) at No later than the time earlier of such Asset Disposition(i) plus (y) 90 days after the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time end of such Asset Disposition) exceeding 15% each fiscal year of the Operating Cash Flow of Borrower, commencing with the Borrowers as of the date of such Asset Disposition fiscal year ending on December 31, 2010, and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to date on which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal yearare delivered pursuant to Section 5.04(a), the Borrowers Borrower shall prepay the outstanding Term Loans (and such prepayment shall be applied as set forth in accordance with Section 2.5(e)2.13(d) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an aggregate principal amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required (or, if the Maximum Total Debt Consolidated Senior Secured Leverage Ratio as of the end last day of such fiscal year is shall have been equal to or less than 4.50:1. On 2.25 to 1.00, 25%, or prior if the if the Consolidated Senior Secured Leverage Ratio as of the last day of such fiscal year shall have been equal to the date or less than 1.75 to 1.00, 0%) of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of Excess Cash Flow for such fiscal year or, in the case of the fiscal year ending December 31, 2010, for the partial fiscal year commencing on July 1, 2010 and ending December 31, 2010. The Borrower may elect by written notice to the Administrative Agent at the time of a prepayment required to be made in any fiscal year under this paragraph (b) to apply against the amount of such prepaymentprepayment all or any specified portion of an optional prepayment previously made during the same fiscal year under Section 2.12(a); provided that such optional prepayment was applied to the Term Loans in the same manner as a prepayment under this paragraph (b) is required to be applied, in which case the amount of the optional prepayment so applied will for all purposes hereof (including without limitation for purposes of calculating Excess Cash Flow) be deemed to be a mandatory prepayment made pursuant to this paragraph (b). (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers Borrower or any Subsidiary shall receive Net Cash Proceeds from the issuance or other disposition of their Subsidiaries makes an Equity Offering during Indebtedness for money borrowed of the Borrower or such Subsidiary after the Funding Date (other than Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than paragraph (m) thereof)) the Borrower shall reasonably promptly after (and in any period in which a Default has occurred and is continuingevent not later than the third Business Day next following) the receipt of such Net Cash Proceeds by the Borrower or any Subsidiary, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(d), provided that the Net Cash Proceeds from the issuance of Permitted Notes pursuant to Section 6.01(m) need not be applied to the prepayment of Term Loans to the extent that the Incremental Commitment Amount is, at the election of the Borrower and simultaneously with the receipt of such Equity Offering Net Cash Proceeds, reduced by the amount of such Net Cash Proceeds not so applied. The Borrower will give written notice to the Administrative Agent not later than the date on which any issuance of Permitted Notes is consummated of any such election to reduce the then-current Incremental Commitment Amount, specifying the amount of such reduction, provided that the amount of any such reduction shall not exceed the then-current amount of the Incremental Commitment Amount. (d) Mandatory prepayments of Term Loans pursuant to paragraphs (a), (b) and such prepayment (c) above shall be allocated pro rata among the Classes of Term Loans and shall be applied as to reduce ratably the Agent shall elect remaining Repayment Amounts for such Class; provided, however, that, subject to Section 2.16 (i) the Borrower may allocate and apply the amount of Excess Cash Flow required to be used to prepay Term Loans hereunder in any year to the Repayment Amounts coming due within two years of such required prepayment and (ii) the Borrower may allocate and apply up to $100,000,000 of Excess Cash Flow required to be used to prepay Term Loans hereunder in any year to any Class or Classes of Term Loans and the remaining Repayment Amounts for each such Class at its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (e) The Borrower shall deliver to the Administrative Agent, (i) at the time of each prepayment by such Borrower required under paragraph (a), (b) or (c) above, a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) at least three Business Days prior to the time of each prepayment required under this Section 2.13, a notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid (which specification shall comply with this Section 2.12) 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 2.15 and shall be accompanied by accrued but unpaid interest on the principal amount paid to but excluding the date of payment, but shall otherwise be without premium or penalty. (f) To the extent consistent with paragraph (d) above, amounts to be applied pursuant to this Section 2.13 to the prepayment of Loans shall be applied to reduce outstanding ABR Loans prior to being applied to reduce Eurodollar Loans. In the case of any mandatory prepayment of Eurodollar Loans pursuant to this Section 2.5 shall be applied 2.13 (other than any mandatory prepayment of Loans of any Class required in connection with the expiration or termination in whole of Commitments of such Class), the Borrower may, at its option, deposit into the Prepayment Account (as defined below) an amount in cash equal to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined such mandatory prepayment rather than prepaying such Loan on the basis date otherwise due pursuant to this Section 2.13. The Administrative Agent shall apply any cash deposited into the Prepayment Account solely to prepay Eurodollar Loans with respect to which such deposit has been made on the last day of the amount of Incremental Loans, applicable Interest Periods (or on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the an earlier date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. if (i) Ifdirected to do so by the Borrower or (ii) an Event of Default shall have occurred and is continuing). For purposes of this Agreement, the term “Prepayment Account” shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (f). The Borrower hereby grants to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, a security interest in the Prepayment Account to secure the Obligations owed to such Persons. 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 Borrowings to be prepaid; provided, however, that (A) the Administrative Agent shall not be required to make any timeinvestment that, in its sole judgment, would result in any violation of any law, statute, rule or regulation and (B) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or an Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Borrowings on the day due pursuant to the third preceding sentence is not less than the amount that would have been available had no investments been made pursuant thereto. So long as no Default or Event of Default shall have occurred and be continuing, interest or profits, if any, resulting from investment of amounts on deposit in the Prepayment Account shall be distributed by the Administrative Agent to the Borrower upon the payment of the Eurodollar Borrowing with respect to which such deposit has been made. Other than any interest or profits resulting from such investments, the Revolving Loans are repaid in full, additional prepayments hereunder Prepayment Account shall be applied first, to make a Cash ----- Collateral Deposit andnot bear interest.

Mandatory Prepayments. (ai) On If at any time the day outstanding balance of the Revolving Loan exceeds the lesser of (A) the Maximum Amount and (B) the Borrowing Base, in each case less the outstanding Swing Line Loan and Term Loan at such time, then Borrower shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. Notwithstanding the foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) shall be repaid in accordance with Section 1.1(a)(iii). (ii) Except as provided below, immediately upon receipt by any Credit Party of any cash proceeds of any disposition of any of its assets (other than a pledge of (A) any Stock of any Excluded Subsidiary or (B) any Excluded Investment) or any sale of Stock of any Subsidiary of any Credit Party, Borrower shall cause the Loans to be prepaid in an amount equal to all such proceeds, net of (I) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (II) transfer taxes, (III) amounts payable to holders of senior Liens on such asset (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (A) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). Notwithstanding the generality of the foregoing, Borrower shall not be required to prepay the Loans from the proceeds of (x) asset dispositions permitted by Section 6.8(a), (y) the sale of the Stock of any Excluded Subsidiary, or (z) asset dispositions permitted by Sections 6.8(b) through (d) at any time that no Default or Event of Default has occurred and is continuing in an amount not to exceed (1) $250,000 in any single transaction or series of related transactions or (2) $1,000,000 in the aggregate for all such transactions. (iii) If Borrower issues Stock, no later than the Business Day following the date of receipt by of the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset Dispositioncash proceeds thereof, the Borrowers Borrower shall prepay the Loans (and cash collateralize Letter of Credit Obligations) in an amount equal to all such cash proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be applied as set forth in accordance with Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a1.3(c). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (ai) On If at any time the day outstanding balance of the Revolving Loan exceeds the lesser of (A) the Maximum Amount and (B) the Borrowing Base, in each case, less the outstanding Swing Line Loan at such time, ---- Borrower shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the ------- extent required to eliminate such excess. (ii) Immediately upon receipt by any Credit Party of proceeds of any asset disposition, which, together with other asset dispositions in any Fiscal Year results in proceeds in excess of $400,000 in the aggregate during such Fiscal Year, (excluding proceeds of asset dispositions permitted by Sections 6.8(a), 6.8(c) and 6.8(d)), but including proceeds of ---------------------------------- or any sale of Stock of any Subsidiary of any Credit Party), Borrower shall prepay the Obligations in an amount equal to such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes payable by such Credit Party in connection therewith, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Notwithstanding the foregoing, the proceeds of asset dispositions which are reinvested in Capital Expenditures within 180 days after the date of receipt by thereof need not be used to prepay the Borrowers Obligations. Borrower shall report to Agent in writing its' intention to reinvest such proceeds concurrently with each asset disposition and shall also report the dates and amounts of such reinvestments concurrently therewith. All prepayments made hereunder shall be applied in accordance with Section 1.3(c). -------------- (iii) If Holdings or --------------------- Borrower or any other Credit Party issues Stock (other than issuances of their Stock (i) to employees of Holdings and its Subsidiaries and (ii) to stockholders of any Net Proceeds with respect to an Asset DispositionHoldings as of the Closing Date, the Borrowers proceeds of which are used to fund all or part of the purchase price of a Permitted Acquisition), no later than the Business Day following the date of receipt of the proceeds thereof, Borrower shall prepay the Loans (in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). -------------- (iv) So long as set forth in Section 2.5(e)the Term Loan is outstanding, Borrower shall prepay the Obligations on the date that is 10 days after the earlier of (A) andthe date on which Borrower's annual audited Financial Statements for the immediately preceding Fiscal Year are delivered pursuant to Annex E, after all Loans have been prepaidcommencing with the Fiscal Year ending on or about March 31, make a Cash Collateral Deposit------- 2003, or (B) the date on which such annual audited Financial Statements were required to be delivered pursuant to Annex E, in an amount equal ------- to 100% twenty-five percent (25%) of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect for the immediately preceding Fiscal Year. Any prepayments from Excess Cash Flow paid pursuant to such fiscal year, then on the date which is ten Business Days after the earlier to occur of this clause (iiv) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent accordance with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and-----------

Mandatory Prepayments. (a) On In accordance with the day of receipt by the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrowers shall prepay the Loans (and such prepayment shall be applied as procedures set forth in Section 2.5(e2.4(c), (i) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment if any Debt shall be required incurred by the Borrower or any Subsidiary (excluding any Debt permitted to be incurred in accordance with Xxxxxxx 0.0, xxxxx xxxx xxxxxxx (x), (x), (x) (but only with respect to an Asset -------- ---- Disposition if the first $10,000,000 of Debt for borrowed money outstanding pursuant to paragraph (ij) the consummation of such Asset Disposition would not result in from time to time), (xk) the Operating Cash Flow attributable to the assets subject to such Asset Disposition and (based on the most recent financial statements received by the Agent under Section 5.1(al) or (bthereof) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since after the Closing Date (basedDate, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount CRA Ratable Share of such proceeds not so applied (and such prepayment 100% of the Net Cash Proceeds thereof shall be applied to prepayment of the Loans as set forth in Section 2.5(e)).clause (c) below; (dii) In if at any time after the event that second anniversary of the Borrowers Closing Date any Capital Stock shall be issued by the Borrower or any of their Subsidiaries makes an Equity Offering during Subsidiary other than to the Borrower or a Wholly Owned Subsidiary (including in any period in which a Default has occurred and is continuingpublic, the Borrowers shall immediately prepay the Loans andprivate or “PIPE” transaction), after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the CRA Ratable Share of 50% of the Net Cash Proceeds of such Equity Offering (and such prepayment thereof shall be applied as the Agent shall elect in its sole discretion). No such to prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default.Loans as set forth in clause (c) below; (iiii) Each if the Borrower or any Subsidiary (other than an SPE Subsidiary) receives any Realized Proceeds after the Closing Date, an amount equal to the Prepayment Percentage of such Realized Proceeds shall be deposited in the Prepayment Deposit Account, and an amount equal to the CRA Ratable Share thereof shall be applied to prepayment of the Loans as set forth in clause (c) below. For purposes of determining prepayments under this Section 2.4(b)(iii) with respect to Secondary Realized Proceeds, only that portion of any Secondary Realized Proceeds equal to the CRA Ratable Share of the Prepayment Percentage multiplied by the excess of such Secondary Realized Proceeds over the amount of the Retained Cash used to make the applicable Portfolio Investment (if greater than zero) shall be required to be applied to prepayment of the Loans; and (iv) if, for any Fiscal Year of the Borrower (or, in the case of Fiscal Year 2010, the portion thereof beginning on July 1, 2010), there shall be Excess Cash Flow, an amount equal to the CRA Ratable Share of the Prepayment Percentage of Excess Cash Flow for such Fiscal Year shall be required to be applied to prepayment of Loans as set forth in clause (c) below; provided that (x) the aggregate amount of funds from any source required to be applied to the repayment of the Loans pursuant to this Section 2.4(b) shall be reduced by an amount equal to the Excess Closing Payment and (y) no prepayment of the Loans shall be required pursuant to this Section 2.4(b) and no deposits in the Prepayment Deposit Account pursuant to Section 2.4(c) shall be required until the aggregate amount that but for clause (x) above would be required to be applied to the prepayment of the Loans pursuant to this Section 2.5 shall be applied to 2.4(b) exceeds the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15Excess Closing Payment. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On each date on which the day of receipt by the Borrowers Commitments are reduced or --------------------- any of their Subsidiaries of any Net Proceeds with respect terminated pursuant to an Asset DispositionSection 2.08 or Section 2.09, the Borrowers shall repay or prepay such principal amount of the outstanding Loans, if any (together with interest accrued thereon and any amounts due under Section 8.05(a)), as may be necessary so that after such payment the aggregate unpaid principal amount of the Loans (and does not exceed the aggregate amount of the Commitments as then reduced. Each such payment or prepayment shall be applied to repay or prepay ratably the Loans of the several Banks; provided that such prepayment shall be applied as set forth in Section 2.5(e)) andapplied, after all first, to Syndicated Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based outstanding on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition prepayment (in direct order of maturity) and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such dispositionthen, to invest in assets of the same type and use as those disposed and with respect extent necessary, to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to Money Market Loans outstanding on the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(adirect order of maturity). (b) In If the event that Agent determines at any time (either on its own initiative or at the end instance of any fiscal year Bank) that the aggregate principal amount of the Borrowers ending on and Syndicated Foreign Currency Loans outstanding (after December 31, 1999 there shall exist Excess Cash Flow with respect converting each such Syndicated Foreign Currency Loan to such fiscal year, then its Dollar Equivalent on the date which is ten of calculation) at any time exceeds the aggregate Commitments less the outstanding aggregate amount of all Syndicated Dollar Loans and all Money Market Loans, then upon 5 Foreign Currency Business Days after Days' written notice from the earlier Agent, the Parent shall prepay an aggregate principal amount of Loans sufficient to occur bring the aggregate of the Dollar Equivalent of the Syndicated Foreign Currency Loans, the Syndicated Dollar Loans and the Money Market Loans outstanding to an amount not exceeding the aggregate Commitments. Nothing in the foregoing shall require the Agent to make any such calculation unless expressly requested to do so by the Required Banks. All such prepayments shall be applied in the following order: (i) the date upon which the audited financial statements of the Borrowers with respect first to such fiscal year become available and Base Rate Loan; (ii) the 120th day after the end of such fiscal yearthen to Euro-Dollar Loans; and (iii) then, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Syndicated Foreign Currency Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (iiv) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied firstlastly, to make a Cash ----- Collateral Deposit andMoney Market Loans.

Mandatory Prepayments. (ai) On If, after giving effect to any termination or reduction of the day of receipt by the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds with respect Commitments pursuant to an Asset DispositionSection 2.06(b), the Borrowers total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Loans Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (and B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such prepayment shall excess to be held as cash collateral as provided in Section 2.07(j). (ii) Except to the extent required to be applied as set forth a prepayment of the Term Loan Facility in accordance with the Term Loan Agreement, on each date on or after the Effective Date upon which the Borrower or any Subsidiary receives any cash proceeds from any Asset Sale made pursuant to Section 2.5(e9.11(j)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied by the Borrower on such date as a mandatory repayment in accordance with Section 3.04(b)(viii); provided, however, that such Net Proceeds; provided that Sale Proceeds shall not be required to be so applied on such date so long as no prepayment Event of Default then exists and such Net Sale Proceeds shall be required with respect used to an Asset -------- ---- Disposition if purchase Property (iother than inventory and working capital) used or to be used in the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable businesses permitted pursuant to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of 9.06 within 180 days following the date of such Asset Disposition Sale, and provided, further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 3.04(b)(ii) are not so reinvested within such 180-day period (ii) or such earlier date, if any, as the Borrower or relevant Subsidiary determines not to reinvest the Net Sale Proceeds of any from such Asset Dispositions are usedSale as set forth above), within one year such remaining portion shall be applied on the last day of such dispositionperiod (or such earlier date, as the case may be) as provided above in this Section 3.04(b)(ii) without regard to invest in assets the preceding proviso. (iii) Except to the extent required to be applied as a prepayment of the same type and use as those disposed and Term Loan Facility in accordance with respect to the Term Loan Agreement, on each date on or after the Effective Date upon which the Lenders Borrower or any Subsidiary receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall have be applied on such date as a first-priority perfected Lien (subject mandatory repayment in accordance with the requirements of Section 3.04(b)(viii); provided, however, that so long as no Event of Default then exists, such Net Cash Proceeds shall not be required to Section 6.3). On be so applied on such date to the extent that such Net Cash Proceeds shall be used to replace or prior to restore any Property in respect of which such Net Cash Proceeds were paid within 180 days following the date of the receipt of such Net Cash Proceeds, and provided, further, that if all or any Asset Disposition, portion of such Net Cash Proceeds are not so used within 180 days after the Borrowers agree to provide date of the Agent with calculations used by the Borrowers in determining the amount receipt of any such prepayment Net Cash Proceeds (or such earlier date, if any, as the Borrower or relevant Subsidiary determines not to reinvest the Net Cash Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in determining that a prepayment is not required) under this Section 2.5(a)3.04(b)(iii) without regard to the proviso or the immediately preceding proviso. (biv) In Beginning with the event that at fiscal quarter ending June 30, 2017, after the end of any each fiscal year quarter ending June 30 and December 31 of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such each fiscal year, then on the date which is ten within five (5) Business Days after the earlier to occur of (ix) the delivery of financial statements required pursuant to Section 8.01(a) or Section 8.01(b) and (y) the date upon on which the audited financial statements of and the Borrowers with respect to related Financial Officer’s compliance certificate for such fiscal year become available quarter are required to be delivered pursuant to Section 8.01(b) and (ii) the 120th day after the end of such fiscal yearSection 8.01(d), the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Borrower’s pro forma Consolidated Total Debt Leverage Ratio exceeds 5.00 to 1.00 as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b)quarter, the Borrowers agree to provide Borrower shall make a mandatory repayment of the Agent with the calculations, substantially Borrowings in the form of Exhibit H hereto, used by the Borrowers manner set forth in determining the amount of any such prepayment. (cSection 3.04(b)(viii) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to (A) fifty percent (50%) of Excess Cash Flow, if any, for the six month period then ended as of such fiscal quarter minus (B) the aggregate amount of all optional prepayments of the Borrowings during such six month period, solely to the extent that such prepayments are (i) accompanied by permanent optional reductions in the Commitments and (ii) not funded with the incurrence of any Indebtedness, any Equity Issuance Proceeds, any casualty proceeds, any condemnation proceeds or any other proceeds that would not so applied be included in Consolidated EBITDA. (and v) If, on the last Business Day of any calendar week, the Loan Parties have any Excess Cash Balance on such prepayment Business Day, on the following Business Day such Excess Cash Balance shall be applied as set forth a mandatory repayment in accordance with Section 2.5(e)3.04(b)(viii). (dvi) In Concurrently with the event that the Borrowers or funding of any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuingPermitted Note Indebtedness, the Borrowers net proceeds of such Permitted Note Indebtedness shall immediately prepay be applied as a mandatory repayment in accordance with Section 3.04(b)(viii) which repayment shall permanently reduce the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, Commitments in an amount equal to such repayment. (vii) Concurrently with the Net Proceeds funding of any Equity Cure Contribution, an amount equal to fifty percent (50%) of such Equity Offering (and such prepayment Cure Contribution shall be applied as the Agent shall elect a mandatory repayment in its sole discretionaccordance with Section 3.04(b)(viii). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (iviii) Each prepayment of the Loans Borrowings pursuant to this Section 2.5 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Each prepayment pursuant to Section 3.04(b)(i) shall be applied to any outstanding Borrowings and the LC Exposure as described in Section 3.04(b)(i). Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings of then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (ix) If the Borrower is required to make a mandatory prepayment of Eurodollar Borrowings under this Section 3.04, the Borrower shall have the right, in lieu of making such prepayment in full, to deposit an amount equal to such mandatory prepayment with the Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent as collateral for the prepayment of such Eurodollar Rate Loans and shall be applied to the outstanding prepayment of the applicable Eurodollar Rate Loans at the end of the current Interest Periods applicable thereto. At the request of the Borrower, amounts so deposited shall be invested by the Administrative Agent in Cash Equivalents maturing prior to the date or dates on which it is anticipated that such amounts will be applied to prepay such Eurodollar Rate Loans; any interest earned on such Cash Equivalents will be for the account of Incremental Loans the Borrower and Revolving Loans on a pro rata basis determined on the basis of Borrower will deposit with the Administrative Agent the amount of Incremental Loans, any loss on any such Cash Equivalents to the one hand, and Revolving Loans, on extent necessary in order that the other hand, outstanding at amount of the time of such prepayment. Each prepayment shall to be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including made with the date of such prepayment, together with any additional deposited amounts owing pursuant to Section 2.15may not be reduced. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (ai) On The Borrower shall prepay Loans, without premium or penalty, but subject to Section 2.15, with (A) 100% of the day Net Cash Proceeds received from Asset Sales (other than such Net Cash Proceeds to the extent that they (x) arise from an Asset Sale (or a series of receipt by related Asset Sales) in an amount less than $10,000,000, and (y) do not exceed $25,000,000 in aggregate during any single fiscal year of the Borrowers Borrower), provided, however, that the Borrower may elect to commit to reinvest such Net Cash Proceeds in its or --------------------- any of their Subsidiaries its Subsidiaries' business within twelve months of any the receipt of such Net Cash Proceeds with respect (such election to an Asset Dispositionbe made by a written notice to the Administrative Agent describing such proposed reinvestment in reasonable detail), the Borrowers shall prepay the Loans (and in which case such prepayment amounts shall be applied to repay the Revolving Loans then outstanding, if any, or otherwise (if none are outstanding) as set forth in Section 2.5(e)) anddirected by the Borrower, after all provided, further, that to the extent the Borrower does not so reinvest such proceeds within such period, it shall prepay, at the expiration of such twelve month period, the outstanding Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceedsnon-reinvested proceeds; provided that no prepayment shall be required (B) if the credit rating for the Facilities is not at least BBB- and at least Baa3 (as respectively rated by S&P and Xxxxx'x, and in each case with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) a stable or (bpositive outlook) at the time of receipt of such Asset DispositionNet Cash Proceeds, 100% of the Net Cash Proceeds received from any issuance of Indebtedness of the Borrower or its Subsidiaries pursuant to Section 6.01(B)(o) plus and (yC) if the ---- Operating Cash Flow attributable to credit rating for the assets subject to all prior Asset Dispositions consummated since the Closing Date Facilities is not at least BBB- and at least Baa3 (basedas respectively rated by S&P and Xxxxx'x, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) and in each case with a stable or (b) positive outlook at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are usedpayment is required to be made hereunder), within one year 90 days after the last day of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any each fiscal year of the Borrowers ending on and after December 31Borrower, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of Flow for such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b)provided, that, the Borrowers agree no such payment of Excess Cash Flow pursuant to provide the Agent this clause(C) shall be required with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepaymentrespect to fiscal year 2003. (cii) If The mandatory prepayments referred to in paragraph (i) above shall (except as otherwise provided therein) be applied first pro rata between the Borrowers or any then outstanding principal amounts of their Subsidiaries receive insurance proceeds or condemnation proceeds with the Term A Loans and (subject to paragraph (iii) below) the Term B Loans to reduce the future quarterly installment amounts thereof payable, respectively, under Sections 2.09(a)(ii) and (iii) on a pro rata basis and second to outstanding Revolving Loans, and thereafter to cash-collateralization of outstanding Letters of Credit. (iii) With respect to any mandatory prepayment of their Properties which are not fully applied (or contractually committed Term Loans pursuant to contract(sparagraph (ii) approved above, any Term B Lender may, at its option, to the extent that Term A Loans are then outstanding, elect not to accept such prepayment (any Term B Lender making such election being a "Declining Lender") as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the Business Day preceding the date (as notified by the Agent in its reasonable discretionAdministrative Agent) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereofapplicable prepayment. On such date of prepayment, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in (x) an amount equal to that portion of the Term B Loans then to be prepaid to the Term B Lenders (less the amount of such proceeds not so applied (and such prepayment thereof that would otherwise be payable to Declining Lenders) shall be applied as set forth in Section 2.5(e)). paid to the Term B Lenders that are not Declining Lenders and (dy) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to that portion of the Net Proceeds of such Equity Offering (and such prepayment Term B Loans that would otherwise be payable to Declining Lenders shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Term A Loans on a pro rata basis determined on as provided in paragraph (ii) above. In the basis of event that the amount of Incremental LoansAdministrative Agent has not, on the one handwith respect to any mandatory prepayment, and Revolving Loansreceived a notice from a Term B Lender in accordance with this paragraph (iii), on the other hand, outstanding at the time of such prepayment. Each prepayment Term B Lender shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon deemed to and including the date of such prepayment, together with any additional amounts owing pursuant have waived its rights under this paragraph (iii) to Section 2.15decline receipt thereof. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (ai) On No later than the day of receipt by fifth Business Day after the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds date on which the financial statements with respect to an Asset Dispositioneach Fiscal Year of the Top Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2015, the Borrowers Top Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Top Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Top Borrower, (x) the aggregate principal amount of any Term Loans and/or Revolving Loans prepaid pursuant to Section 2.11(a) prior to such date, (y) the aggregate principal amount of any loans under the Second Lien Facility (including any Additional Loans (as defined in the Second Lien Credit Agreement or any other document governing any Second Lien Facility)) prepaid pursuant to Section 2.11(a) of the Second Lien Credit Agreement (or equivalent provision under any other document governing any Second Lien Facility) prior to such date (to the extent the relevant voluntary prepayments are permitted by the terms of this Agreement) and (z) (1) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) and/or (2) to the extent permitted by the terms of this Agreement, the amount of any reduction in the outstanding amount of any loans under the Second Lien Facility resulting from any assignment made in accordance with Section 9.05(g) of the Second Lien Credit Agreement (or equivalent provision under any other document governing any Second Lien Facility) (including in connection with any Dutch Auction (as defined in the Second Lien Credit Agreement)) prior to such date and, in each case under this clause (z), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments, to the extent that such prepayments were not financed with the proceeds of other Indebtedness (other than revolving Indebtedness) of the Top Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b) shall be required unless and to the extent that the amount thereof exceeds $5,000,000. (ii) No later than the fifth Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, in each case, in excess of $20,000,000 in any Fiscal Year, the Top Borrower shall apply an amount equal to 100% of the Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such threshold (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements (the “Subject Loans”) in accordance with clause (vi) below; provided that (A) if prior to the date any such prepayment is required to be made, the Top Borrower notifies the Administrative Agent of its intention to reinvest the Subject Proceeds in assets used or useful in the business (other than Cash or Cash Equivalents) of the Top Borrower or any of its subsidiaries, then so long as no Event of Default then exists, the Top Borrower shall not be applied required to make a mandatory prepayment under this clause (ii) in respect of the Subject Proceeds to the extent (x) the Subject Proceeds are so reinvested within 365 days following receipt thereof, or (y) the Top Borrower or any of its subsidiaries has committed to so reinvest the Subject Proceeds during such 365-day period and the Subject Proceeds are so reinvested within 180 days after the expiration of such 365-day period; it being understood that if the Subject Proceeds have not been so reinvested prior to the expiration of the applicable period, the Top Borrower shall promptly prepay the Subject Loans with the amount of Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso) and (B) if, at the time that any such prepayment would be required hereunder, the Top Borrower or any of its Restricted Subsidiaries is required to repay or repurchase any other Indebtedness (or offer to repay or repurchase such Indebtedness) that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of the documentation governing such Indebtedness with the Subject Proceeds (such Indebtedness required to be so repaid or repurchased (or offered to be repaid or repurchased), the “Other Applicable Indebtedness”), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof), and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.5(e2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Subject Loans in accordance with the terms hereof. (iii) In the event that the Top Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by the Top Borrower or any of its Restricted Subsidiaries (other than Indebtedness that is permitted to be incurred under Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans pursuant to Section 6.01(p), (B) andIncremental Loans incurred to refinance all or a portion of the Term Loans pursuant to Section 2.22, after (C) Replacement Term Loans incurred to refinance all or any portion of the Term Loans have been prepaidin accordance with the requirements of Section 9.02(c) and/or (D) Incremental Equivalent Debt incurred to finance all or a portion of the Loans in accordance with the requirements of Section 6.01(z)), make a Cash Collateral Depositthe Top Borrower shall, substantially simultaneously with (and in any event not later than the next succeeding Business Day) the receipt of such Net Proceeds by the Top Borrower or its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds; provided that no prepayment Proceeds to prepay the outstanding principal amount of the relevant Term Loans in accordance with clause (vi) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary: (A) the Top Borrower shall not be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition prepay any amount that would not result in (x) the Operating Cash Flow attributable otherwise be required to the assets subject be paid pursuant to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(aSections 2.11(b)(i) or (bii) at above to the time extent that the relevant Excess Cash Flow is generated by any Foreign Subsidiary, the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary or the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary, as the case may be, for so long as the repatriation to the Top Borrower of any such amount would be prohibited under any Requirement of Law or conflict with the fiduciary duties of such Asset DispositionForeign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (the Top Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions required by applicable Requirements of Law to permit such repatriation); it being understood that if the repatriation of the relevant affected Excess Cash Flow or Subject Proceeds, as the case may be, is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, in either case, within 365 days following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant Foreign Subsidiary will promptly repatriate the relevant Excess Cash Flow or Subject Proceeds, as the case may be, and the repatriated Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) plus applied (ynet of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), (B) the ---- Operating Cash Flow attributable Top Borrower shall not be required to the assets subject prepay any amount that would otherwise be required to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(abe paid pursuant to Sections 2.11(b)(i) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, extent that the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist relevant Excess Cash Flow with respect to such fiscal year, then on is generated by any joint venture or the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Depositrelevant Subject Proceeds are received by any joint venture, in an amount equal each case, for so long as the distribution to 50% the Top Borrower of such Excess Cash FlowFlow or Subject Proceeds would be prohibited under the Organizational Documents governing such joint venture; it being understood that if the relevant prohibition ceases to exist within the 365-day period following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant joint venture will promptly distribute the relevant Excess Cash Flow or the relevant Subject Proceeds, as the case may be, and the distributed Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such distribution) applied to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), and (C) if the Top Borrower determines in good faith that the repatriation to the Top Borrower as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Sections 2.11(b)(i) or (ii) above that are attributable to Foreign Subsidiaries would result in a material and adverse Tax liability (including any withholding Tax) (such amount, a “Restricted Amount”), the amount that the Top Borrower shall be required to mandatorily prepay pursuant to Sections 2.11(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation of the relevant Subject Proceeds or Excess Cash Flow from the relevant Foreign Subsidiary would no such prepayment shall -------- ---- be required if longer have an adverse tax consequence within the Maximum Total Debt Ratio as of 365-day period following the event giving rise to the relevant Subject Proceeds or the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b)applicable Excess Cash Flow Period, as the Borrowers agree to provide the Agent with the calculationscase may be, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount Subject Proceeds or Excess Cash Flow, as applicable and to the extent available, not previously applied pursuant to this clause (C), shall be promptly applied to the repayment of the Term Loans pursuant to Section 2.11(b) as otherwise required above; (v) Any Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Top Borrower pursuant to this Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such proceeds not so applied prepayment (and such prepayment declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds shall first be applied to any mandatory prepayment required under Section 2.11(b) of the Second Lien Credit Agreement (or equivalent provision under any other document governing any Second Lien Facility) and any mandatory prepayment required with respect to any “Incremental Term Loans”, “Extended Term Loans” and/or “Replaced Term Loans” (in each case, as set forth defined under the Second Lien Credit Agreement or any equivalent term under any Second Lien Facility); provided that (A) in Section 2.5(e)). (d) In the event that any lender under the Borrowers or any Second Lien Facility elects to decline receipt of their Subsidiaries makes an Equity Offering during any period such Declined Proceeds in which a Default has occurred and is continuingaccordance with the terms of the Second Lien Credit Agreement, the Borrowers shall immediately prepay remaining amount thereof may be retained by the Loans andTop Borrower and (B) for the avoidance of doubt, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment is made with the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit w) Refinancing Indebtedness incurred to refinance all or restrict the rights and remedies a portion of the Lenders under Term Loans pursuant to Section 6.01(p), (x) Incremental Loans incurred to refinance all or a portion of the Loan Documents upon Term Loans pursuant to Section 2.22, (y) Replacement Term Loans incurred to refinance all or any portion of the occurrence and during Term Loans in accordance with the continuance requirements of Section 9.02(c) and/or (z) Incremental Equivalent Debt incurred to finance all or a Default. (i) Each prepayment portion of the Loans pursuant to this in accordance with the requirements of Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and6.01

Mandatory Prepayments. (ai) On If, after giving effect to any termination or reduction of the day of receipt by the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds with respect Commitments pursuant to an Asset DispositionSection 2.06(b), the Borrowers total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Loans Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (and B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such prepayment shall excess to be held as cash collateral as provided in Section 2.07(j). (ii) Except to the extent required to be applied as set forth a prepayment of the Term Loan Facility in accordance with the Term Loan Agreement, on each date on or after the Effective Date upon which the Borrower or any Subsidiary receives any cash proceeds from any Asset Sale made pursuant to Section 2.5(e9.11(j)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied by the Borrower on such date as a mandatory repayment in accordance with Section 3.04(b)(iv); provided, however, that such Net Proceeds; provided that Sale Proceeds shall not be required to be so applied on such date so long as no prepayment Event of Default then exists and such Net Sale Proceeds shall be required with respect used to an Asset -------- ---- Disposition if purchase Property (iother than inventory and working capital) used or to be used in the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable businesses permitted pursuant to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of 9.06 within 180 days following the date of such Asset Disposition Sale, and provided, further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 3.04(b)(ii) are not so reinvested within such 180-day period (ii) or such earlier date, if any, as the Borrower or relevant Subsidiary determines not to reinvest the Net Sale Proceeds of any from such Asset Dispositions are usedSale as set forth above), within one year such remaining portion shall be applied on the last day of such dispositionperiod (or such earlier date, to invest as the case may be) as provided above in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to this Section 6.3). On or prior 3.04(b)(ii) without regard to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a)preceding proviso. (biii) In Except to the event that at the end of any fiscal year extent required to be applied as a prepayment of the Borrowers ending Term Loan Facility in accordance with the Term Loan Agreement, on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then each date on the date which is ten Business Days or after the earlier to occur of (i) the date Effective Date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal yearBorrower or any Subsidiary receives any cash proceeds from any Recovery Event, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50100% of the Net Cash Proceeds from such Excess Recovery Event shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 3.04(b)(iv); provided, however, that so long as no Event of Default then exists, such Net Cash Flow; provided that no such prepayment Proceeds shall -------- ---- not be required if to be so applied on such date to the Maximum Total Debt Ratio as extent that such Net Cash Proceeds shall be used to replace or restore any Property in respect of the end of which such fiscal year is less than 4.50:1. On or prior to Net Cash Proceeds were paid within 180 days following the date of the receipt of such Net Cash Proceeds, and provided, further, that if all or any prepayment required by portion of such Net Cash Proceeds are not so used within 180 days after the date of the receipt of such Net Cash Proceeds (or such earlier date, if any, as the Borrower or relevant Subsidiary determines not to reinvest the Net Cash Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.5(b), 3.04(b)(iii) without regard to the Borrowers agree to provide proviso or the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepaymentimmediately preceding proviso. (civ) Each prepayment of Borrowings pursuant to this Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Each prepayment pursuant to Section 3.04(b)(i) shall be applied to any outstanding Borrowings and the LC Exposure as described in Section 3.04(b)(i). Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings of then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) If the Borrowers or any Borrower is required to make a mandatory prepayment of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereofEurodollar Borrowings under this Section 3.04, the Borrowers shall, on such 90th day prepay Borrower shall have the Loans and, after all Loans have been prepaid, make a Cash Collateral Depositright, in lieu of making such prepayment in full, to deposit an amount equal to such mandatory prepayment with the amount Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent as collateral for the prepayment of such proceeds not so applied (Eurodollar Rate Loans and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding prepayment of the applicable Eurodollar Rate Loans at the end of the current Interest Periods applicable thereto. At the request of the Borrower, amounts so deposited shall be invested by the Administrative Agent in Cash Equivalents maturing prior to the date or dates on which it is anticipated that such amounts will be applied to prepay such Eurodollar Rate Loans; any interest earned on such Cash Equivalents will be for the account of Incremental Loans the Borrower and Revolving Loans on a pro rata basis determined on the basis of Borrower will deposit with the Administrative Agent the amount of Incremental Loans, any loss on any such Cash Equivalents to the one hand, and Revolving Loans, on extent necessary in order that the other hand, outstanding at amount of the time of such prepayment. Each prepayment shall to be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including made with the date of such prepayment, together with any additional deposited amounts owing pursuant to Section 2.15may not be reduced. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (ai) On [INTENTIONALLY OMITTED] (ii) Immediately upon any voluntary or involuntary sale or disposition by Borrowers or any of their Subsidiaries of property or assets (other than sales or dispositions of Inventory or Equipment in the day ordinary course of business), Borrowers shall prepay the outstanding Obligations in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such sales or dispositions to the extent that the aggregate amount of Net Cash Proceeds received by Borrowers and their Subsidiaries (and not paid to the DIP Lenders as a prepayment of the Obligations) for all such sales or dispositions shall exceed $500,000 in any fiscal year; provided, however, that Borrowers shall not be required to prepay hereunder, and any Foreign Subsidiary may retain, that portion of the Net Cash Proceeds received by such Foreign Subsidiary from such sale or disposition as, and only so long as, is required to comply with the applicable laws or regulations of such Foreign Subsidiary’s jurisdiction of organization. Nothing contained in this subclause (ii) shall permit Borrowers or any of their Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 6.4. (iii) Immediately upon the receipt by the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset DispositionExtraordinary Receipts in excess of $250,000 in the aggregate in any fiscal year of Parent ending after the Closing Date, the Borrowers shall prepay the Loans outstanding Obligations in accordance with clause (and such prepayment shall be applied as set forth in Section 2.5(e)d) and, after all Loans have been prepaid, make a Cash Collateral Deposit, below in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) Extraordinary Receipts in excess of $250,000 in the consummation of such Asset Disposition would not result aggregate in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers Parent ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier Closing Date, net of any reasonable expenses incurred in collecting such Extraordinary Receipts; provided, however, that Borrowers shall not be required to occur of (i) the date upon which the audited financial statements prepay hereunder, and any Foreign Subsidiary may retain, that portion of the Borrowers with respect Extraordinary Receipts otherwise required to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans prepaid pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans 2.4(c)(iii) and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one handreceived by such Foreign Subsidiary as, and Revolving Loansonly so long as, on is required to comply with the other hand, outstanding at the time applicable laws or regulations of such prepayment. Each prepayment shall be accompanied by payment in full Foreign Subsidiary’s jurisdiction of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15organization. (iiv) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and[INTENTIONALLY OMITTED] (v) [INTENTIONALLY OMITTED]

Mandatory Prepayments. (a) On If at any time the day outstanding balance of the Revolving Loan exceeds the lesser of (A) the Maximum Amount and (B) the Borrowing Base, Borrower shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. (b) Immediately upon receipt by the Borrowers or --------------------- any Borrower of their Subsidiaries proceeds of any Net Proceeds with respect to an Asset Dispositionasset disposition (including condemnation proceeds, the Borrowers but excluding proceeds of asset dispositions permitted by Section 6.8(1)), Borrower shall prepay the Loans in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with clause (3) below, as set forth in Section 2.5(e)) andapplicable. If Borrower issues Stock, after all no later than the Business Day following the date of receipt of the proceeds thereof, Borrower shall prepay the Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of all such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3)proceeds. On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and Any such prepayment shall be applied as set forth in Section 2.5(e)accordance with clause (3) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepaymentbelow. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On Not later than the day third Business Day following the receipt of receipt by the Borrowers or --------------------- any of their Subsidiaries Net Cash Proceeds in respect of any Asset Sale, the Borrower shall make an offer to the Lenders by notice to the Agent to apply 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with paragraphs (g) and (h) below; provided that, at any time First Lien Loans are outstanding, such Net Cash Proceeds shall only be required to be offered and applied to the extent (if any) that such Net Cash Proceeds remain after any mandatory prepayments required by Section 2.12 of the First Lien Credit Agreement shall have been made in accordance with the terms of such Section. (b) If and on each occasion that an Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Equity Issuance, make an offer to the Lenders by notice to the Agent to apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans in accordance with paragraphs (g) and (h) below; provided that, at any time First Lien Loans are outstanding, such Net Cash Proceeds shall only be required to be so offered and applied to the extent (if any) that such Net Cash Proceeds remain after any mandatory prepayments required by Section 2.12 of the First Lien Credit Agreement shall have been made in accordance with the terms of such Section. (c) No later than the date on which the financial statements with respect to an Asset Dispositionany fiscal year, commencing with the fiscal year ending December 31, 2007, are delivered pursuant to Section 5.04(a), the Borrowers Borrower shall make an offer to the Lenders by notice to the Agent to prepay outstanding Loans in accordance with paragraphs (g) and (h) below in an aggregate principal amount equal to 100% of Excess Cash Flow for such fiscal year; provided that, at any time First Lien Loans are outstanding, if the Available Cash as of the last day of such fiscal year would have been less than $20,000,000 if 100% of Excess Cash Flow for such fiscal year had been applied to prepay Loans or Second Lien Loans on such last day, the amount required to be offered to prepay outstanding Loans will be reduced by an amount equal to such shortfall; and provided further, that such Net Cash Proceeds shall only be required to be so offered and applied to the extent (if any) that such Net Cash Proceeds remain after any mandatory prepayments required by Section 2.12 of the First Lien Credit Agreement shall have been made in accordance with the terms of such Section. (d) If any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaidNet Cash Proceeds by such Loan Party or such subsidiary, make a Cash Collateral Deposit, in an offer to the Lenders by notice to the Agent to apply an amount equal to 100% of such Net ProceedsCash Proceeds to prepay outstanding Loans in accordance with paragraphs (g) and (h) below; provided that no prepayment that, at any time First Lien Loans are outstanding, such Net Cash Proceeds shall only be required to be so offered and applied to the extent (if any) that such Net Cash Proceeds remain after any mandatory prepayments required by Section 2.12 of the First Lien Credit Agreement shall have been made in accordance with respect to an Asset -------- ---- Disposition if (i) the consummation terms of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a)Section. (be) In Not later than the event that at third Business Day following the end receipt of Net Cash Proceeds in respect of any fiscal year Extraordinary Receipts, the Borrower shall make an offer to the Lenders by notice to the Agent to apply 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with paragraphs (g) and (h) below; provided that, at any time First Lien Loans are outstanding, such Net Cash Proceeds shall only be required to be so offered and applied to the extent (if any) that such Net Cash Proceeds remain after any mandatory prepayments required by Section 2.12 of the Borrowers ending on and after December 31, 1999 there First Lien Credit Agreement shall exist Excess Cash Flow have been made in accordance with the terms of such Section. (f) Mandatory prepayments of outstanding Loans under this Agreement shall be applied pro rata against the remaining scheduled installments of principal due in respect to such fiscal year, then on of the date which is ten Loans. (g) Within three Business Days after the earlier Agent receives notice of an offer from the Borrower under paragraphs (a), (b), (c), (d) or (e) of this Section, any Lender may elect, by notice to occur the Agent, to accept or decline all (but not a portion) of its pro rata share of such prepayment; provided that any failure by a Lender to give such notice shall be deemed to an acceptance of such prepayment (i) such declined amounts being called the date upon “Declined Amounts”). On the fourth Business Day after the Agent receives notice of such an offer from the Borrower, the Borrower shall pay all amounts which are not Declined Amounts and shall offer the audited financial statements Declined Amounts to the Lenders not so declining such prepayment (with such non-declining Lenders having the right to accept or decline any prepayment with Declined Amounts in the manner specified by the Agent, it being agreed that any such Lender may accept an amount in excess of its pro rata share of the Borrowers with respect Declined Amounts up to such fiscal year become available and (ii) the 120th day after the end principal amount of such fiscal yearits outstanding Loans, the Borrowers shall prepay the Loans (and such prepayment shall be applied subject to pro-ration as set forth in Section 2.5(ebelow)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of . Such non-declining Lenders must accept or decline the Declined Amounts so offered within one Business Day at which time the Declined Amounts accepted by such Excess Cash Flow; provided that no such prepayment non-declining Lenders shall -------- ---- be required if paid by the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior Borrower to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent Lenders accepting such amounts within one Business Day following acceptance (ratably in accordance with the calculations, substantially in the form of Exhibit H hereto, amounts accepted by them) and any remaining Declined Amounts shall be used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved Borrower for general corporate purposes permitted by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Defaultthis Agreement. (i) The Borrower shall deliver to the Agent, at the time of each offer to make a prepayment required under this Section, a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment to be offered. Each offer shall specify the proposed prepayment date, the Type of each Borrowing being prepaid and the principal amount of each Borrowing (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section shall be subject to Section 2.15, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (ii) In connection with any optional prepayments by the Borrower of the Loans pursuant to this Section 2.5 2.11, any optional prepayment thereof shall be applied first to ABR Borrowings to the outstanding amounts of Incremental Loans and Revolving Loans on full extent thereof before application to Eurodollar Borrowings, in each case in a pro rata basis determined on the basis of manner that minimizes the amount of Incremental Loans, on any payments required to be made by the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing Borrower pursuant to Section 2.15. (iiii) IfIn connection with any mandatory prepayments by the Borrower of the Loans pursuant to this Section, at any time, the Revolving Loans are repaid in full, additional such prepayments hereunder shall be applied firston a pro rata basis to the then outstanding Loans being prepaid irrespective of whether such outstanding Loans are ABR Loans or Eurodollar Loans; provided that if no Lender exercises the right to decline a mandatory prepayment of the Loans pursuant to paragraph (g) of this Section, then, such mandatory prepayment shall be applied first to make Loans that are ABR Loans to the full extent thereof before application to Loans that are Eurodollar Loans, in each case in a Cash ----- Collateral Deposit andmanner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.15.

Mandatory Prepayments. (a) On each date on which the day of receipt by the Borrowers Commitments are reduced or --------------------- any of their Subsidiaries of any Net Proceeds with respect terminated pursuant to an Asset DispositionSection 2.07 or terminated pursuant to Section 2.08, the Borrowers Borrower shall repay or prepay (a) in the case of a reduction of the Commitments pursuant to Section 2.07 such principal amount of the outstanding Loans, if any (together with interest accrued thereon and any amounts due under Section 8.05(a)), as may be necessary so that after such payment the aggregate unpaid principal amount of the Loans does not exceed the aggregate amount of the Commitments as then reduced, or (b) in the case of a termination of the Commitments pursuant to Section 2.07 or 2.08, the entire principal amount of the outstanding Loans (together with interest accrued thereon and such prepayment any amounts due under Section 8.05(a)). (b) The Borrower shall be applied as set forth in Section 2.5(e)repay or prepay (i) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% proceeds of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and Term Loan, (ii) Loans and the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, Term Loan in an amount equal to 50% of such other Net Cash Proceeds and (iii) Loans and the Term Loan in amount equal to 50% of any Excess Cash Flow. Prepayments pursuant to the foregoing clause (i) shall be made on the date of receipt of the proceeds of the Term Loan. Payments pursuant to the foregoing clause (ii) shall be made within 15 Business Days after the receipt of Net Cash Proceeds (except that prepayments from proceeds of Subordinated Debt shall be made on the date of receipt of such proceeds); provided provided, that no amounts not included in Net Cash Proceeds pursuant to clause (iv)(C) of the definition thereof which have not been used or committed to be used within 180 days from the casualty or condemnation of such prepayment Property to restore or replace the relevant Property shall -------- ---- be paid on such 180th day. Payments pursuant to the foregoing clause (iii) shall be made on the date the Borrower furnishes its annual financial statements to the Banks pursuant to Section 5.01(a) (or on the date such statements are required to be so furnished pursuant to such section, if they have not been furnished by such date). Prepayments pursuant to the Maximum Total Debt Ratio foregoing clause (i) shall be made to the Agent, for the ratable account of the Banks. Prepayments pursuant to the foregoing clauses (ii) and (iii) shall be made to the Agent and, after the Term Loan has been made, the Term Agent, for the ratable account of the Banks and the Term Lenders, based on the aggregate amount of the Commitments and the aggregate principal balance of the Term Loan as of the end time of such fiscal year is less than 4.50:1. On or prior the payment; provided, that from and after the date that the Commitments have been reduced to $150,000,000 by payments made pursuant to the date of any prepayment required by this foregoing clauses (ii) and (iii) in accordance with Section 2.5(b)2.08, such repayments or prepayments shall be made solely to the Borrowers agree Term Lenders, until the Term Loan is paid in full, except that after the Commitments have so been reduced to provide the Agent with the calculations$150,000,000, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any sale of their Properties Collateral, if the Term Loan has been paid in full (or prepayments pursuant hereto have been waived by the Term Lenders), any Net Cash Proceeds from such sale which are not fully applied (used to purchase replacement Collateral having equal or contractually committed pursuant greater value shall be used to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans andLoans, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to and the Commitments shall be reduced by the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e))prepayments. (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On If at any time the day Borrower, EQR or any Consolidated Subsidiary of receipt by either or both sells, transfers, assigns or conveys any Real Property Asset which shall cause the Borrowers or --------------------- Borrower in any of their Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, fiscal year period commencing after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (basedDate, respectivelyto have sold, on transferred or conveyed property or assets which constitute in the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15aggregate more than 30% of the Operating Cash Flow Gross Asset Value of the Borrowers as of Borrower or EQR on the date of such Asset Disposition and (ii) transfer, then at the Net Proceeds request of any such Asset Dispositions are usedAdministrative Agent, Borrower shall pay to the Administrative Agent, for the account of the Banks, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien thirty (subject to Section 6.3). On or prior to 30) days after the date of any Asset Dispositionsuch request, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering transfer (and but in no event more than the outstanding balance of the Loans). Borrower shall make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid. In connection with the prepayment of a Euro-Dollar Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 2.13. Each such prepayment shall be applied as to prepay ratably the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies Loans of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans Banks. Amounts prepaid pursuant to this Section 2.5 2.10(a) may not be reborrowed and the Commitments shall be applied deemed to have been reduced accordingly. As used in this Section 2.10, the outstanding term "NET PROCEEDS" shall mean all amounts received by Borrower, EQR and the Consolidated Subsidiaries of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loanseither or both in connection with such sale, on the one handtransfer, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by assignment or conveyance after payment in full of all accrued interest expenses to be made by Borrower and accrued commitment fees thereon to any Consolidated Subsidiaries in connection with such sale, transfer, assignment or conveyance (including, without limitation, payment of then existing Liens or encumbrances on such Real Property Asset, brokerage commissions, title and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15survey costs or transfer taxes). (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On Subject to the day terms of receipt by the Subordination Agreement if on any date the Borrowers or --------------------- any of their respective Subsidiaries of shall receive any Net Proceeds or Net Securities Proceeds, then 100% of such Net Proceeds or Net Securities Proceeds shall be applied on such date toward the prepayment in full of the outstanding Loans; provided, however, that with respect to any Net Securities Proceeds generated by the InterAct International IPO, such Net Securities Proceeds shall prepay the Obligations only after the indefeasible repayment in full in cash of the Senior Debt and only in an Asset Dispositionamount equal to the amounts that would have been applied to the Senior Debt (had it been outstanding) under the terms of Sections 2.4(B)(6) of the Senior Loan Agreement as in effect on the date hereof. (b) Without duplication of the amounts referred to in Section 2.5(a), subject to the terms of the Subordination Agreement and after the indefeasible repayment in full in cash of the Senior Debt, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, Obligations in an amount equal to the amount amounts that would have been applied to the Senior Debt (had it been outstanding) under the terms of such proceeds Sections 2.4(B) (3) through (5) of the Senior Loan Agreement as in effect on the date hereof. (c) Amounts prepaid under this Section 2.5 shall not so applied (and such prepayment shall be applied as set forth in Section 2.5(e))reborrowed. (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans All payments made pursuant to this Section 2.5 shall be applied to in accordance with the outstanding amounts order of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis application of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment proceeds set forth in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.157.2 hereof. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On If at any time for any reason the day of receipt by Outstanding Credit exceeds the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset DispositionCommitment then in effect, the Borrowers Borrower shall immediately prepay the principal of the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an aggregate amount at least equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a)excess. (b) In the event that at Borrower or any Subsidiary shall receive any upfront cash monetization fee(s) (whether in the end form of prepaid rent or otherwise) in connection with the consummation of a Clean Coal Transaction, Borrower shall, substantially simultaneously with (and in any fiscal year of event not later than the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten third Business Days after the earlier to occur of (iDay following) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end receipt of such fiscal yearfee(s) by Borrower or such Subsidiary, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in apply an amount equal to 50% of such Excess Cash Flow; provided that no fee(s) (or such lesser amount to repay the Obligations then outstanding in full) to prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end Loans and other Obligations then outstanding. Borrower shall deliver to Lender, at the time of such fiscal year is less than 4.50:1. On or prior to the date of any each prepayment required by under this Section 2.5(b2.6(b), (i) a certificate signed by a Manager of Borrower, setting forth in reasonable detail the Borrowers agree to provide the Agent with the calculations, substantially in the form calculation of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment and (ii) to the extent practicable, at least one Business Day prior written notice of such prepayment. Each prepayment under this Section 2.6(b) after the Amortization Date shall automatically and permanently reduce the Commitment by the aggregate principal amount of such prepayment. (c) If the Borrowers or any Each prepayment of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied Loans (or contractually committed or, if applicable, other Obligations) pursuant to contract(sSection 2.6(a) approved or Section 2.6(b) above shall be accompanied by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days all accrued but unpaid interest, costs, expenses and fees pertaining thereto. Mandatory prepayments of the receipt thereof, Loans made after the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment Amortization Date shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers reverse chronological order of maturity. Any principal or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans interest prepaid pursuant to this Section 2.5 2.6 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one handin addition to, and Revolving Loansnot in lieu of, on all payments otherwise required to be paid under the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15Loan Documents. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On If the day of receipt by the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset DispositionLockbox Arrangement has not become fully effective within ninety days after June 11, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and2007, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment Borrower shall be required with respect to an Asset -------- ---- Disposition if (i) prepay the consummation of such Asset Disposition would not result Loan in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a)$50,000,000. (b) In Commencing 150 days after June 11, 2007, Borrower shall be required to prepay the event that at Loan in the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of following amounts: (i) $50,000,000 at any time that the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and Collateral Value is less than $300,000,000; and (ii) $75,000,000 (including any amount prepaid under clause (i) hereof) at any time that the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year Value is less than 4.50:1$250,000,000. On This subsection (b) shall not be deemed to require Borrower or prior any other Collateral Entity to grant a security interest in any Specified Equity Interest, Specified Real Property Interest or Specified Debt after June 11, 2007, it being understood that, if the Collateral Value is less than the amount specified in subsection (b)(i) or (b)(ii) at any time commencing 150 days after June 11, 2007, Lender’s rights, in addition to those under Section 2.2.7 hereof, shall be limited to receiving the prepayment required thereunder. In addition, Borrower and Lender agree that, notwithstanding anything in the Loan Documents to the date contrary, it is not contemplated by the parties hereto that any assets of the PGRT Entities, other than Borrower’s interest in the Initial Collateral, will be Collateral for the Loan. For the avoidance of uncertainty, it is agreed that Collateral may include equity interests in the REIT and Prime Group Realty, L.P. (c) Borrower shall pay to Lender, simultaneously with any prepayment required hereunder, if the Loan is then bearing interest by this Section 2.5(b)reference to the Eurodollar Rate, the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt Interest Shortfall and, without duplication thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e))Breakage Costs. (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (ai) On No later than the day of receipt by fifth Business Day after the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds date on which the financial statements with respect to an Asset Dispositioneach Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2023, the Borrowers Borrower shall prepay the outstanding principal amount of Initial Term Loans and any Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower, its Restricted Subsidiaries and the Consolidated APCs for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any Term Loans and/or Revolving Loans prepaid pursuant to Section 2.11(a) prior to such date and (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) prior to the date such payment is due and, in each case under this clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments, to the extent that such prepayments were not financed with the proceeds of other Indebtedness (other than revolving Indebtedness) of the Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b) shall be applied as set forth required unless and to the extent that the amount thereof exceeds $3,000,000. (A) No later than the fifth Business Day following the receipt of Net Proceeds in Section 2.5(e)) andrespect of any Prepayment Asset Sale, after all Loans have been prepaid, make a Cash Collateral Deposit, in the Borrower shall apply an amount equal to 100% of such the Net ProceedsProceeds to prepay the outstanding principal amount of Initial Term Loans and any Incremental Term Loans then subject to ratable prepayment requirements (the “Subject Loans”) in accordance with clause (vi) below; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intention to reinvest the Net Proceeds in Capital Expenditures or long term capital assets useful to the business of the Borrower and/or any subsidiary and/or Affiliated Practice (or as determined by the Borrower in determining that good faith), then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and clause (ii) the 120th day after the end in respect of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of to the extent the Net Proceeds are so reinvested within 365 days following receipt thereof (or such Equity Offering (and such prepayment shall be applied longer period as the Agent shall elect Lender Representative may approve in its sole discretion). No such prepayment shall limit or restrict ; it being understood that if the rights and remedies Net Proceeds have not been so reinvested prior to the expiration of the Lenders under applicable period, the Loan Documents upon Borrower shall promptly prepay the occurrence and during the continuance of a Default. (i) Each prepayment of the Subject Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of with the amount of Incremental Loans, on Net Proceeds not so reinvested as set forth above (without regard to the one hand, immediately preceding proviso); provided further that the aggregate amount that may be so reinvested from and Revolving Loans, on after the other hand, outstanding at the time of such prepayment. Each prepayment Second Amendment Effective Date shall be accompanied by payment not exceed $10,000,000 in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15Fiscal Year. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On the day of Additionally, upon receipt by the Borrowers any Borrower or --------------------- any of their Subsidiaries Subsidiary of any Net Proceeds Borrower or Parent of (i) with respect to an Asset Disposition, the Borrowers shall prepay the Loans and their respective Subsidiaries, any Unapplied Insurance or Condemnation Proceeds (and such prepayment shall be applied except as set forth in Section 2.5(eto Inventory)) and, after all Loans have been prepaidAsset Sale Proceeds, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders Borrowers, their Subsidiaries and Parent, Equity Sale Proceeds, Borrowers shall have make a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such mandatory prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Term Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially below in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on subject to Lender's right to otherwise apply such 90th day prepay the Loans and, payments after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a an Event of Default. (i) . Each prepayment 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 Loans pursuant 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 this Section 2.5 the contrary, with respect to Equity Sale Proceeds, the first $1,000,000 of any Equity Sale Proceeds shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on Term B Loan as aforesaid, the basis 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 of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon applied to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid as a mandatory prepayment in fullaccordance 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 Agreement and the Related Documents, additional prepayments hereunder the next $1,000,000 of Equity Sale Proceeds shall be applied firstto the Term A Loan as aforesaid, to make a Cash ----- Collateral Deposit andand any Equity Sale Proceeds in excess of $6,000,000 may be retained by the Borrowers and the Parent for uses consistent with the terms of this Agreement and the Related Documents.

Mandatory Prepayments. The Loans shall be prepaid in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as provided below or, if not so provided, then as provided in Section 2.5(c): (ai) On No later than the day first Business Day following the date of receipt by the Borrowers Borrower or --------------------- any of their its Subsidiaries of any Net Asset Sale Proceeds with in respect to an of any Asset DispositionSale (including, without limitation, the Borrowers shall prepay pending sale by the Loans (and Borrower of certain assets located at its Whitehorse Facility), such prepayment Net Asset Sale Proceeds shall be applied (A) if received prior to the Term Loan Borrowing Date, first to the prepayment of the Pre-Petition Term Loan Obligations in inverse order of maturity and thereafter as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a2.5(c) or (bB) at if received on or after the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable Term Loan Borrowing Date, first to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% prepayment of the Operating Cash Flow Term Loans in inverse order of the Borrowers as of the date of such Asset Disposition maturity and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied thereafter as set forth in Section 2.5(e2.5(c) (in each case, other than, subject to Section 8.19, any such Net Asset Sale Proceeds not to exceed $10,000 individually or $50,000 in the aggregate that are applied in accordance with Section 2.5(c)). (ii) andNo later than the first Business Day following the date of receipt by the Borrower or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds in respect of any Casualty Loss, such Net Insurance/Condemnation Proceeds shall be applied (A) if received prior to the Term Loan Borrowing Date, first to the prepayment of the Pre-Petition Term Loan Obligations in inverse order of maturity and thereafter as set forth in Section 2.5(c) or (B) if received on or after all the Term Loan Borrowing Date, first to the prepayment of the Term Loans have been prepaidin inverse order of maturity and thereafter as set forth in Section 2.5(c). (iii) On the date of receipt by the Borrower of the cash proceeds (any such proceeds, make a net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) from the issuance of any Capital Securities or any Indebtedness for borrowed money of the Borrower or any of its Subsidiaries after the Closing Date, the entire amount of any such cash proceeds received shall be applied (A) if received prior to the Term Loan Borrowing Date, first to the prepayment of the Pre-Petition Term Loan Obligations in inverse order of maturity and thereafter as set forth in Section 2.5(c) or (B) if received on or after the Term Loan Borrowing Date, first to the prepayment of the Term Loans in inverse order of maturity and thereafter as set forth in Section 2.5(c). (iv) If as of the last Business Day of any Fiscal Year of the Borrower the Excess Cash Collateral DepositFlow of the Borrower and its Subsidiaries for such Fiscal Year is greater than zero, in an aggregate amount equal to 50% one hundred percent (100%) of such Excess Cash Flow; provided Flow shall be applied on the first Excess Cash Flow Payment Date occurring thereafter first to the prepayment of the Term Loans in inverse order of maturity and thereafter as set forth in Section 2.5(c). (v) Concurrently with any prepayment of the Loans pursuant to this Section 2.4(d), the Borrower shall deliver to the Agent a certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, or other cash proceeds, as the case may be, that no gave rise to such prepayment (the “Net Proceeds Amount”). In the event that the Borrower shall -------- ---- subsequently determine that the actual Net Proceeds Amount was greater than the amount set forth in such certificate (including if any actual taxes to be required if the Maximum Total Debt Ratio paid as a result of the end of such fiscal year an Asset Sale is less than 4.50:1. On or prior the estimated taxes to the date be paid as a result of any prepayment required by this Section 2.5(bsuch Asset Sale), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days Borrower shall promptly make an additional prepayment of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (excess, and such prepayment the Borrower shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal concurrently therewith deliver to the Agent an Officers’ Certificate demonstrating the derivation of the additional Net Proceeds of Amount resulting in such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Defaultexcess. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On If Indebtedness is incurred by any Group Member (other than Indebtedness permitted under Section 6.3), then on the day date of receipt by the Borrowers such issuance or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset Dispositionincurrence, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds thereof shall be applied to the prepayment of the Initial Term Loans (together with accrued and unpaid interest thereon) as set forth in Sections 2.14(f) and (g). The provisions of this Section 2.14 do not constitute a consent to the incurrence of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of Indebtedness by any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a)Group Member. (b) In If on any date there shall be any Excess Proceeds, and the event that at aggregate amount of such Excess Proceeds shall exceed $250.0 million, then no later than 20 days thereafter and subject to Section 2.14(i), an amount equal to the end Asset Sale Percentage of any fiscal year all such Excess Proceeds (not only the amount in excess of $250.0 million) shall be applied to the prepayment of the Borrowers ending on Initial Term Loans (together with accrued and after December 31unpaid interest thereon) as set forth in Section 2.14(f) and (g). (c) If, 1999 there shall exist for any Excess Cash Flow with respect to such fiscal yearPeriod, then there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date and subject to Section 2.14(i), the Borrower shall apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow minus (ii) the Optional Prepayment Amount (if any) for such Excess Cash Flow Period to the prepayment of the Initial Term Loans (together with accrued interest thereon), as set forth in Section 2.14(f) and (g). Each such prepayment shall be made on a date which is (an “Excess Cash Flow Application Date”) no later than ten Business Days after the earlier to occur of (ix) the date upon on which the audited financial statements of the Borrowers Borrower referred to in Section 5.1(a), for the fiscal year with respect to which such fiscal year become available prepayment is to be made, are required to be delivered to the Lenders and (iiy) the 120th day after the end of date such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which financial statements are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e))actually delivered. (d) In the event the aggregate Total Revolving Credit Exposure exceeds the Total Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans and/or cash collateralize the Letters of Credit (in accordance with Section 2.7(j)) in an aggregate amount equal to such excess. (e) The Borrower shall apply, on a dollar-for-dollar basis, all of the Net Proceeds of any Replacement Term Loans and the Net Proceeds of any Permitted Term Loan Refinancing Indebtedness (that is incurred to refinance Term Loans) to the repayment of Term Loans to be repaid from such Net Proceeds on the date such Net Proceeds are received. Any such prepayment of Term Loans of a Class shall be paid ratably to the holders of such Class and shall be applied to the remaining scheduled amortization installments of the Term Loans of such Class in the order specified in Section 2.12(b)(ii). (f) Amounts to be applied pursuant to this Section 2.14 shall be applied first to reduce outstanding ABR Loans of the applicable Class. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans of such Class; provided, however, that the Borrowers or Borrower may elect (except in the case of a prepayment pursuant to Section 2.14(e)) that the remainder of such prepayments not applied to prepay ABR Loans be held by the Borrower and applied to prepay the Eurodollar Loans on the last day of the next expiring Interest Period for Eurodollar Loans; provided that (A) interest shall continue to accrue thereon at the rate otherwise applicable under this Agreement to the Eurodollar Loan in respect of which such deposit was made, until such amounts are applied to prepay such Eurodollar Loan, and (B) at any time while an Event of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, upon written direction from the Borrowers shall immediately prepay Required Lenders, the Loans andAdministrative Agent shall, after apply any or all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal of such amounts to the Net Proceeds payment of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a DefaultEurodollar Loans. (ig) Each prepayment of Notwithstanding anything in this Section 2.14 to the contrary, if any amount shall be required to be applied to prepay Term Loans pursuant to this Section 2.5 shall clauses (a), (b) or (c) above (such amount, the “Required Prepayment Amount”), and at the time that any such prepayment would be applied required, the Borrower is required to, or required to offer to, repurchase or redeem or repay or prepay any other Indebtedness secured on a pari passu basis with the Obligations pursuant to the outstanding amounts terms of Incremental Loans and Revolving Loans the documentation governing such Indebtedness (such other Indebtedness, “Other Applicable Indebtedness”), then the Borrower may apply such Required Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of Incremental Loans, on the one handTerm Loans and Other Applicable Indebtedness at such time; provided that 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 Revolving Loansthe remaining amount, on the other handif any, outstanding at the time of such prepayment. Each prepayment net proceeds shall be accompanied by payment allocated to the Term Loans in full accordance with the terms hereof) to the prepayment of all accrued interest the Term Loans and accrued commitment fees thereon to the repurchase or repayment of Other Applicable Indebtedness, and including the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.14 shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness so repurchased or repaid, the declined amount shall promptly (and in any event within five Business Days after the date of such prepaymentrejection, together or, if later, the date on which the portion of the Required Prepayment Amount allocated to the Term Loans are applied to prepayment of the Term Loans) be applied to prepay the Term Loans in accordance with the terms hereof (to the extent such amount would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding). (h) Notwithstanding anything in this Section 2.14 to the contrary, any additional amounts owing Term Lender (and, to the extent provided in the applicable Permitted Amendment, any other Term Loan Lender) may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery, facsimile or, in accordance with the second paragraph of Section 9.1, e-mail) at least one Business Day prior to the required prepayment date, to decline all of any mandatory prepayment of its Term Loans pursuant to clauses (b) and (c) of this Section 2.152.14, in which case the aggregate amount of the prepayment that would have been applied to prepay Term Loans but was so declined may be retained by the Group Members (such declined amounts to the extent retained by the Group Members and used for any purpose not prohibited by this Agreement, the “Declined Proceeds”). (i) IfNotwithstanding the foregoing, at all prepayments referred to in clauses (b) and (c) above are subject to permissibility of upstreaming the applicable cash flow or cash proceeds under (i) local law (e.g. financial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance and similar legal principles, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant subsidiaries) and (ii) material organizational document restrictions as a result of minority ownership. Further, if the Borrower determines in good faith that any timeGroup Member would incur a material adverse tax liability (taking into account, for the avoidance of doubt, any applicable withholding taxes), if all or a portion of the cash flow or cash proceeds referred to above attributable to a Foreign Subsidiary (or any direct or indirect Subsidiary thereof) were repatriated (a “Restricted Amount”), the Revolving Loans are repaid in full, additional prepayments hereunder amount that the Borrower will be required to mandatorily prepay shall be reduced by the Restricted Amount until such time as the relevant Restricted Subsidiary may upstream or transfer such Restricted Amount without incurring such tax liability. (j) The Borrower shall have the option to repay any loans outstanding under the Bridge Facility in lieu of any amount otherwise required to be applied firstto prepay Loans pursuant to clause (a), to make a Cash ----- Collateral Deposit and(b) or (c) above.

Mandatory Prepayments. (a) On the day of receipt by the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, after giving effect to any termination or reduction of the Revolving Total Commitment pursuant to the terms of this Agreement, the (i) sum of (x) the aggregate outstanding principal amount of all Loans are repaid plus (y) the aggregate Letter of Credit Outstandings shall exceed (ii) the Total Commitment, the Borrower shall immediately prepay the Loans in fullan aggregate amount equal to the lesser of (x) the outstanding principal amount of Loans and (y) such excess, additional prepayments hereunder and shall deposit in an account with the Administrative Agent the remaining portion of such excess after such prepayment as cash collateral for the obligations of the Borrower under Section 3. Amounts so deposited shall be applied firstin the manner set forth in Section 3. Promptly after the Final Maturity Date, or if later, the payment of all Obligations, the Administrative Agent shall return any amount remaining in such account to the Borrower without interest. (b) With respect to each prepayment of Loans required by this Section 5.2, the Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) pursuant to which made; provided that (i) Eurodollar Loans may be designated for prepayment pursuant to this Section 5.2 only on the last day of an Interest Period applicable thereto unless (x) all Loans incurred by the Borrower which are Eurodollar Loans with Interest Periods ending on such date of required prepayment have been paid in full and (y) all Loans incurred by the Borrower which are Base Rate Loans have been paid in full; (ii) if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such Eurodollar Loans to an amount less than $100,000,000, such Borrowing shall immediately be deemed converted into Base Rate Loans; and (iii) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. Notwithstanding anything to the contrary contained above, Competitive Bid Loans shall be prepaid pursuant to this Section 5.2(b) only if no other Loans are then outstanding. In the absence of a designation by the Borrower as described in the second sentence of this Section 5.2(b), the Administrative Agent shall, subject to the above, make a Cash ----- Collateral Deposit andsuch designation in its sole discretion.

Mandatory Prepayments. (a) On In addition to any other mandatory repayments pursuant to this Section 2.11, on each date on or after the day of receipt by Closing Date upon which the Borrowers Credit Parties or --------------------- any of their Subsidiaries of receives any Net Cash Proceeds with respect from any issuance or incurrence by the Borrower or any Subsidiary of Indebtedness (other than Indebtedness permitted to an Asset Dispositionbe incurred pursuant to Section 6.04), the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment Cash Proceeds shall be required applied on such date as a mandatory repayment in accordance with respect to an Asset -------- ---- Disposition if (i) the consummation requirements of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a2.11(c). (b) In addition to any other mandatory repayments pursuant to this Section 2.11, after giving effect to and subject to any mandatory prepayments required under any Permitted Funding Indebtedness and the event that at the end of any fiscal year of the Borrowers ending on and after December 31Asset Level Term Loan, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten within five (5) Business Days following each date on or after the earlier to occur of (i) the date Closing Date upon which the audited financial statements Credit Parties or any of their Subsidiaries receives any Net Cash Proceeds from any Recovery Event (other than individual Recovery Events where the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal yearNet Cash Proceeds therefrom do not exceed $10,000,000), the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50100% of such Excess Net Cash FlowProceeds shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.11(c); provided that no such prepayment shall -------- ---- be required if pursuant to this Section 2.11(b) with respect to such portion of such Net Cash Proceeds that Parent or any Subsidiary intends to reinvest or that has been reinvested, in each case, in accordance with Section 2.11(e); provided further, that such proceeds shall not constitute Net Cash Proceeds except to the Maximum Total Debt Ratio as of extent not so used at the end of such fiscal year is less than 4.50:1. On or prior period, at which time such proceeds shall be deemed to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepaymentbe Net Cash Proceeds. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect Each amount required to any of their Properties which are not fully be applied (or contractually committed pursuant to contract(sSection 2.11(a) approved by the Agent or Section 2.11(b) in its reasonable discretionaccordance with this Section 2.11(c) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth pro rata according to the respective outstanding principal amounts of the Loans then held by the Lenders. Each such prepayment of the Loans shall be applied in inverse order of maturity against the remaining scheduled installments of principal due in respect of the Loans under Section 2.5(e)2.09(a). (d) In The Borrower shall deliver to the Administrative Agent, if practicable, at least three (3) Business Days prior to each prepayment required under this Section 2.11 but in any event not later than the date and time of each prepayment required under this Section 2.11, a certificate signed by an Authorized Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment. Each notice of prepayment shall specify the prepayment date, and the principal amount of the Loans (or portion thereof) to be prepaid. All prepayments of Loans pursuant to Section 2.11(a) and Section 2.11(b) shall be without premium or penalty and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding, the date of payment; provided that any prepayment that is made pursuant to Section 2.11(a) in circumstances not described under Section 2.10(a) shall be subject to the Borrowers Make Whole Premium. (e) With respect to any Net Cash Proceeds received with respect to any Recovery Event, the Borrower or any Subsidiary may reinvest all or any portion of their Subsidiaries makes an Equity Offering during such Net Cash Proceeds in its business (including in Investments not prohibited hereby) prior to the date that is the later of (i) 180 days following receipt of such Net Cash Proceeds or (ii) if the Borrower or any period in which Subsidiary enters into a Default has occurred and is continuinglegally binding commitment to reinvest such Net Cash Proceeds within 180 days following receipt thereof, 360 days following receipt thereof; provided that if any Net Cash Proceeds are not reinvested by the Borrowers shall immediately prepay the Loans anddeadline specified this Section 2.11(e), after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the such Net Cash Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis prepayment of the amount of Incremental LoansLoans as set forth in Section 2.11(b); provided further, on that such proceeds shall not constitute Net Cash Proceeds except to the one hand, and Revolving Loans, on the other hand, outstanding extent not so used at the time end of such prepayment. Each prepayment period, at which time such proceeds shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon deemed to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15be Net Cash Proceeds. (if) If, at any timeOn each quarterly Payment Date ending on or after the fifth anniversary of the Closing Date, the Revolving Loans are repaid in full, additional prepayments hereunder Borrower shall make a mandatory prepayment for cash of a portion of such Loan outstanding at such time at par plus any accrued interest thereon as shall be applied first, necessary to make a Cash ----- Collateral Deposit andensure that the Loan shall not be considered an applicable high yield discount obligation within the meaning of Section 163(i) of the Code.

Mandatory Prepayments. (a) On the day of receipt by the Borrowers or --------------------- i. [reserved]. ii. If any of their Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrowers shall prepay the Loans (and such prepayment Indebtedness shall be applied as incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 but including any Overadvance set forth in Section 2.5(e2.8(a)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such the Net Proceeds; provided that no prepayment Cash Proceeds thereof shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based applied on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) incurrence toward the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets prepayment of the same type Term Loans and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied other amounts as set forth in Section 2.5(e2.12(e)) and. iii. Except as provided below, after all Loans have been prepaid, make a if on any date any Group Member shall receive Net Cash Collateral Deposit, Proceeds in an the aggregate amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such exceeding $2,000,000 in any fiscal year is less than 4.50:1. On from any Asset Sale or prior to the date of any prepayment required by this Section 2.5(b)Recovery Event, the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any then such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Net Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment Proceeds shall be applied within 2 Business Days of receipt toward 55 sf-5537426 the prepayment of the Loans and other amounts as set forth in Section 2.5(e2.12(e)). ; provided that notwithstanding the foregoing, (di) In the event that the Borrowers or any as long as no Event of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers Group Members shall immediately prepay have the option to reinvest such Net Cash Proceeds on or before the Reinvestment Prepayment Date in assets of the general type used in the business of the Group Members and (ii) to the extent any Net Cash Proceeds therefrom have not been so reinvested by the Reinvestment Prepayment Date, then, at such time, any Net Cash Proceeds not reinvested shall be applied toward the prepayment of the Loans andand other amounts as set forth in Section 2.12(e). iv. [reserved]. v. 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 reverse order of maturity and in accordance with Sections 2.3 and 2.18(b) (provided that any Term Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, after all collectively, the “Declined Amount”), in which case the Declined Amount shall be distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by Term Lenders that have been prepaidelected to accept such Declined Amounts; second, make to the extent of any residual, if no Term Loans remain outstanding, to the prepayment of the Revolving Loans in accordance with Section 2.15(c) (with no corresponding permanent reduction in the Revolving Commitments); and third, to the extent of any residual, if no Term Loans or Revolving Loans remain outstanding, to the replacement of outstanding Letters of Credit and/or the deposit of an amount in cash (in an amount not to exceed 105% of the then existing L/C Exposure) in a Cash Collateral Deposit, in an amount equal account established with the Administrative Agent for the benefit of the L/C Lenders on terms and conditions satisfactory to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion)Issuing Lender. No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans under this Section 2.12 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans, in the event all Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. The Borrower shall deliver to the Administrative Agent and each Term Lender notice of each prepayment of Term Loans in whole or in part pursuant to this Section 2.5 2.12 not less than five (5) Business Days prior to the date such prepayment shall be applied made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment and (iii) the options of each Term Lender to (x) decline or accept its share of such prepayment and (y) to accept Declined Amounts. Any Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify the Administrative Agent by facsimile not later than three (3) Business Days prior to the outstanding amounts Mandatory Prepayment Date. vi. The Borrower shall deliver to the Administrative Agent, at the time of Incremental Loans and Revolving Loans on each prepayment required under this Section 2.12, (i) a pro rata basis determined on certificate signed by a Responsible Officer setting forth in reasonable detail the basis calculation of the amount of Incremental Loanssuch prepayment or reduction and (ii) to the extent practicable, on the one hand, and Revolving Loans, on the other hand, outstanding at the time least ten days prior written notice of such prepaymentprepayment or reduction (and the Administrative Agent shall promptly provide the same to each Lender). Each notice of prepayment shall specify the prepayment or reduction date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be accompanied by payment prepaid. xxx. Xx prepayment fee shall be payable in full respect of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing mandatory prepayments made pursuant to this Section 2.152.12. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (ai) On Beginning with the day of receipt by fiscal year ending December 29, 2007, within two Business Days after the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds with respect Compliance Certificate related to an Asset Dispositionthe financial statements delivered pursuant to Section 5.01(a) has been delivered pursuant to Section 5.02(b), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 50% of Excess Cash Flow for the Loans fiscal year covered by such financial statements; provided, that to the extent (and x) the Consolidated Leverage Ratio for the Measurement Period then ended shall be less than 2.50:1.00, the amount of such prepayment shall be applied as set forth equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements, and (y) the Consolidated Leveraged Ratio for the Measurement Period then ended shall be less than 2.00:1.00, the amount of such prepayment shall be equal to zero; provided further that to the extent the Borrower shall have made any optional prepayments of Term Loans or Revolving Loans accompanying a corresponding reduction in the Revolving Credit Exposure pursuant to Section 2.5(e2.09 in the fiscal year with respect to which such Excess Cash Flow is calculated, the amount of such optional prepayments shall be credited against the foregoing mandatory prepayment. (ii) If the Borrower or any of its Subsidiaries makes any Disposition of any property or assets (other than any Disposition of any property or assets permitted by Section 6.05(a), (b), (c), (d), (e), (h), (i) or (j)) andwhich results in the realization by the Borrower or such Subsidiary of Net Cash Proceeds, after all the Borrower shall prepay an aggregate principal amount of Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of all Net Cash Proceeds received therefrom promptly upon receipt of such Net ProceedsCash Proceeds by the Borrower or such Subsidiary; provided provided, however, that no prepayment (A) Net Cash Proceeds realized under a Disposition or a series of related Dispositions described in this Section 2.11(c)(ii) shall not be required to be applied to the prepayment of the Loans as set forth in this Section 2.11 unless the fair market value of the property or assets subject thereto exceeds $250,000, (B) Net Cash Proceeds realized under a Disposition described in this Section 2.11(c)(ii) shall not be required to be applied to the prepayment of the Loans as set forth in this Section 2.11 until the aggregate amount of such Net Cash Proceeds, together with the Net Cash Proceeds of other such Dispositions, in the aggregate not so prepaid or reinvested exceeds $3,000,000 in any fiscal year, in which case, all such aggregate Net Cash Proceeds shall also be applied to the prepayment of the Loans as set forth in this Section 2.11; and (C) the Net Cash Proceeds of any Disposition in the ordinary course of business of car fleets used by employees or consultants of the Borrower and its Subsidiaries shall not be subject to this Section 2.11(c)(ii); provided, further, that, with respect to an Asset -------- ---- any Net Cash Proceeds realized under a Disposition if (i) the consummation of such Asset Disposition would not result described in this Section 2.11(c)(ii), (x) at the Operating Cash Flow attributable option of the Borrower (as elected by the Borrower in writing to the assets subject to such Asset Disposition (based Administrative Agent on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Dispositionsuch Disposition or the receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Borrowers agree Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds (or, if earlier, the date on which such Net Cash Proceeds would be required to provide be applied, or to be offered to be applied, to prepay, redeem or defease any Indebtedness of the Agent with calculations used Borrower or any of its Subsidiaries under any Permitted Financing), such purchase shall have been consummated (as certified by the Borrowers Borrower in determining writing to the amount of Administrative Agent), and (y) any such Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in this Section 2.5(e)) and2.11. Notwithstanding the foregoing, after with respect to any Net Cash Proceeds realized from a Disposition of any Specified Florida Properties, any legally binding agreement to make expenditures in respect of such Specified Florida Properties at the time of such Disposition shall be deemed to constitute a reinvestment of the Net Cash Proceeds of such Disposition in an aggregate amount equal to such committed expenditures; provided, that if such legally binding agreement terminates or expires prior to the completion of such expenditures or all Loans have been prepaidor a portion of such expenditures are no longer required pursuant to such legally binding agreement, make a then Net Cash Collateral Deposit, Proceeds in an amount equal to any such expenditures not completed or no longer required shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.11. (iii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than (x) any sales or issuances of Equity Interests by any Subsidiary of the Borrower to the Borrower or to any Loan Party or by any Subsidiary of the Borrower that is not a Guarantor to any other Subsidiary of the Borrower that is not a Guarantor or (y) Equity Interests issued in connection with an Employee Benefit Arrangement or with a stock incentive plan, stock option plan or other equity based compensation plan or arrangement), the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom promptly upon receipt thereof by the Borrower or such Excess Cash FlowSubsidiary; provided provided, however, that (A) no such prepayment prepayments shall -------- ---- be required if from the Maximum Total Debt Net Cash Proceeds realized from any exercise of any option, warrant, or other right to acquire capital stock in the Borrower to the extent the Borrower uses such Net Cash Proceeds to purchase, redeem or otherwise acquire shares of its common stock within 180 days after the receipt of such Net Cash Proceeds, and (B) the foregoing percentage shall be reduced to zero in the event that the Consolidated Leverage Ratio as of at the end of most recently completed fiscal quarter was not greater than 1.0:1.0. (iv) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 6.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such fiscal year is less than 4.50:1. On Subsidiary. (v) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (ii), (iii), or (iv) of this Section 2.11(c), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly upon receipt thereof by the Borrower or such Subsidiary; provided, however, that with respect to any Extraordinary Receipt, (x) at the option of the Borrower (as elected by the Borrower in writing to the Administrative Agent on or prior to the date of any prepayment required by this Section 2.5(bthe receipt of such Extraordinary Receipt), and so long as no Default shall have occurred and be continuing, the Borrowers agree Borrower or such Subsidiary may apply such Extraordinary Receipt to provide replace or repair the Agent with equipment, fixed assets or real property in respect of which such Extraordinary Receipt was received or, as applicable, reinvest all or any portion of any other such Extraordinary Receipt in operating assets so long as within 365 days after the calculationsreceipt of such Extraordinary Receipt (or, substantially if earlier, the date on which such amounts would be required to be applied, or to be offered to be applied, to prepay, redeem or defease any Indebtedness of the Borrower or any of its Subsidiaries under any Permitted Financing), such replacement, repair or purchase shall have been consummated or the Borrower or such Subsidiary shall have entered into a legally binding agreement to consummate such replacement, repair or purchase (each as certified by the Borrower in writing to the Administrative Agent), and, in the form of Exhibit H hereto, used by the Borrowers in determining the amount case of any such prepaymentagreement to replace, repair or purchase, such replacement, repair or purchase shall have been consummated within 540 days (or, if earlier, the date on which such amounts would be required to be applied, or to be offered to be applied, to prepay, redeem or defease any Indebtedness of the Borrower or any of its Subsidiaries under any Permitted Financing) after such certification of agreement to replace, repair or purchase (as certified by the Borrower in writing to the Administrative Agent), and (y) any Extraordinary Receipt not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.11. (cvi) If at any time the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days aggregate Revolving Credit Exposure of the receipt thereofLenders exceeds the aggregate Revolving Commitments of the Lenders, the Borrowers shall, on such 90th day Borrower shall immediately prepay the Revolving Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds excess. To the extent that, after the prepayment of all Revolving Loans an excess of the Revolving Credit Exposure over the aggregate Revolving Commitments still exists, the Borrower shall promptly Cash Collateralize the Letters of Credit in the manner described in Section 2.06(i) in an amount sufficient to eliminate such excess; provided, however, that the Borrower shall not so applied be required to Cash Collateralize the LC Exposure pursuant to this Section 2.11(c)(vi) unless after the prepayment in full of the Revolving Loans and Swingline Loans the Revolving Credit Exposure exceeds the Revolving Commitments at such time. (vii) Each mandatory prepayment of a Borrowing pursuant to this Section 2.11(c) shall be applied, first, to the Term Loans and such to the principal repayment installments thereof on a pro rata basis and, second, to the Revolving Loans in the manner set forth in clause (viii) of this Section 2.11(c); provided that a mandatory prepayment pursuant to clause (vi) of this Section 2.11(c) shall be applied exclusively as provided therein. (viii) Prepayments of the Revolving Loans made pursuant to clause (i), (ii), (iii), (iv), (v), or (vi) of this Section 2.11(c), first, shall be applied ratably to the unreimbursed LC Disbursements and the Swingline Loans, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining LC Exposure; and, in the case of prepayments of the Revolving Loans required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 2.11(c), the amount remaining, if any, after the prepayment in full of all unreimbursed LC Disbursements, Swingline Loans and Revolving Loans outstanding at such time and the cash collateralization of the remaining LC Exposure in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.5(e2.09(d)). (d) In . Upon the event drawing of any Letter of Credit that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuingbeen Cash Collateralized, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment funds held as cash collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the Issuing Bank or the Lenders, as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Defaultapplicable. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On the day date of receipt by the Borrowers Borrower or --------------------- any of their Subsidiaries Subsidiary of any Net Proceeds with respect to an Asset Disposition which would cause the aggregate consideration for Asset Dispositions consummated by the Borrower or any Subsidiary during the current fiscal year to exceed $1,000,000 (or, if an Event of Default has occurred and is continuing, upon the consummation of any Asset Disposition), the Borrowers Borrower shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)2.4(c) below and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree Borrower agrees to provide the Agent Lender with calculations used by the Borrowers Borrower in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a2.4(a). (b) In If the event that Borrower or any Subsidiary receives insurance proceeds or condemnation proceeds aggregating more than $250,000 (or in any amount after the occurrence and during the continuance of a Default) at any time after the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow Closing Date with respect to any Collateral which are not fully applied toward the repair or replacement of such fiscal year, then on the date which is ten Business Days after damaged or condemned Collateral by the earlier to occur of (i) 120 days after the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available receipt thereof and (ii) the 120th day after the end occurrence of such fiscal yeara Default, the Borrowers Borrower shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)2.4(c) below) and, after all Loans have been prepaid, make a Cash Collateral Deposit, Deposit in an amount equal to 50100% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied applied. The Borrower shall give the Lender prompt written notice of all insurance and condemnation proceeds received with respect to any Collateral by it or any Subsidiary on or after the Closing Date in excess of $50,000 per occurrence. (and such c) Each prepayment pursuant to this Section 2.4 shall be applied as set forth in Section 2.5(e)). (d) In first, to the event that outstanding principal balance of the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred Loans, and is continuingsecond, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, to make a Cash Collateral Deposit, in an amount equal Deposit with respect to the Net Proceeds outstanding Letters of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepaymentCredit. Each prepayment shall be accompanied by payment in full of all accrued interest and and, if applicable, accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.152.14 hereof. Each prepayment of the Loans shall permanently reduce the Aggregate Revolving Loan Commitment in an amount equal to such prepayment. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On In the day of receipt by the Borrowers or --------------------- any of their Subsidiaries event of any Net Proceeds Asset Sale with respect to an Asset Dispositionthe Collateral, the Borrowers Borrower shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in apply an amount equal to 100% of such the Net Proceeds; provided that no prepayment shall be required Cash Proceeds received with respect thereto to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based prepay outstanding Loans on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a)Sale. (b) In the event and on each occasion that at WCI, the end of Borrower or any fiscal year of Restricted Subsidiary shall receive Net Cash Proceeds from an Equity Issuance, the Borrowers ending on Borrower shall, substantially simultaneously with (and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on in any event not later than the date which is ten third Business Days after the earlier to occur of (iDay next following) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end occurrence of such fiscal yearEquity Issuance, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in apply an amount equal to 50the lesser of 100% of such Excess the Net Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining Proceeds therefrom on the amount of any such prepaymentthen outstanding under the Loans to prepay or cause to be prepaid outstanding Loans. (c) If In the Borrowers event that WCI, the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance of their Subsidiaries receive insurance proceeds or condemnation proceeds any Indebtedness other than Excluded Indebtedness, the Borrower shall, substantially simultaneously with respect to (and in any of their Properties which are event not fully applied (or contractually committed pursuant to contract(slater than the third Business Day next following) approved by the Agent in its reasonable discretion) toward the repair or replacement receipt of such damaged or condemned Property within 90 days of the receipt thereofNet Cash Proceeds by WCI, the Borrowers shallBorrower or such Restricted Subsidiary, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in apply an amount equal to the amount lesser of 100% of such proceeds not so applied (and such prepayment shall Net Cash Proceeds or the amount then outstanding under the Loans to prepay or cause to be applied as set forth in Section 2.5(e))prepaid outstanding Loans. (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers The Borrower shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal deliver to the Net Proceeds Administrative Agent, at the time of such Equity Offering (and such each prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders required under the Loan Documents upon the occurrence and during the continuance of a Default. this Section 2.13, (i) Each prepayment a certificate signed by a Responsible Officer of the Loans pursuant to this Section 2.5 shall be applied to Borrower setting forth in reasonable detail the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis calculation of the amount of Incremental Loanssuch prepayment and (ii) to the extent practicable, on the one hand, and Revolving Loans, on the other hand, outstanding at the time least three days prior written notice of such prepayment. Each notice of pre payment 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. (e) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Loans shall be applied first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be immediately applied to prepay Eurodollar Loans. All prepayments of Borrowings under this Section 2.13 shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon on the principal amount being prepaid to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15payment. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On Immediately upon the day of receipt incurrence after the Funding Date by the Borrowers Borrower or --------------------- any of their Subsidiaries its domestic subsidiaries (other than any domestic subsidiary which is a direct or indirect subsidiary of a foreign subsidiary) of any Net Proceeds indebtedness for borrowed money (other than (x) indebtedness incurred pursuant to the existing “Commitments” under and as defined in the Incorporated Agreement, and (y) indebtedness in an aggregate principal amount of up to $100,000,000 incurred in connection with respect to an Asset Dispositionany private offering of senior notes), the Borrowers Borrower shall prepay an aggregate outstanding principal amount of the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount Term Loan equal to 100% the lesser of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition $75,000,000 and (ii) the Net Proceeds cash amount of such indebtedness which the Borrower is able to borrow thereunder (net of any such Asset Dispositions are usedunderwriting discounts, within one year of such dispositioncommissions, to invest fees and other reasonable and customary out-of-pocket expenses, incurred by the Borrower in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien connection therewith); provided, however, that (A) subject to Section 6.3the following clause (B). On , if (x) the Borrower has at such time made prepayments under this clause (h) in a principal amount of at least $50,000,000 and (y) the terms or prior to the date provisions of any Asset DispositionShort Term Loan Facilities require the Borrower to make a prepayment of indebtedness under such Short Term Loan Facilities in a manner similar to this clause (h) (such indebtedness under such Short Term Loan Facilities being referred to as “Prepayable Indebtedness”), then the Borrowers agree to provide amount that would otherwise be prepayable under this clause (h) shall be pro-rated among the Agent with calculations used by Term Loan and such other Prepayable Indebtedness based on the Borrowers aggregate principal amount outstanding and (B) the aggregate amount of indebtedness under Short Term Loan Facilities in determining excess of $100,000,000 (including the amount of the Term Loan, but giving effect to any such prepayment (or in determining that a prepayment is not requiredconcurrent repayment of indebtedness as provided herein) under this Section 2.5(a). (b) In shall be used to prepay the event that at the end of any fiscal year aggregate amount of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on Term Loan outstanding. Notwithstanding the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Depositforegoing, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers “Commitments” under and as defined in the Incorporated Agreement are increased after the date hereof or any are refinanced pursuant to a credit facility (which does not otherwise cause the Maturity Date to occur) in a principal amount greater than the maximum aggregate principal amount of their Subsidiaries makes an Equity Offering during any period credit facilities under the Incorporated Agreement as in which a Default has occurred and is continuingeffect on the date hereof (but regardless of the actual outstanding borrowings thereunder on the date hereof) (the “Principal Increase Amount”), the Borrowers prepayment provisions of this clause (h) shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal only apply to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders Principal Increase Amount under the Loan Documents upon Incorporated Agreement (net of any underwriting discounts, commissions, fees and other reasonable and customary out-of-pocket expenses, incurred by the occurrence and during the continuance of a DefaultBorrower in connection therewith). (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On the day of receipt by the Borrowers or --------------------- [reserved]. (b) If any of their Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrowers shall prepay the Loans (and such prepayment Indebtedness shall be applied as set forth incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 2.5(e7.2)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such the Net Proceeds; provided that no prepayment Cash Proceeds thereof shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based applied on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) incurrence toward the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets prepayment of the same type Term Loans and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied other amounts as set forth in Section 2.5(e2.12(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with Recovery Event then, unless a Reinvestment Notice shall be delivered in respect to any of their Properties which are not fully thereof, such Net Cash Proceeds shall be applied within three (or contractually committed pursuant to contract(s3) approved by the Agent in its reasonable discretion) Business Days toward the repair or replacement prepayment of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period [reserved]. (e) Amounts to be applied in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal connection with prepayments made pursuant to the Net Proceeds of such Equity Offering (and such prepayment this Section 2.12 shall be applied first to the prepayment of installments due in respect of the Term Loans in direct order of maturity and in accordance with Sections 2.3 and 2.18(b) and second to repay outstanding Revolving Loans and Swingline Loans in accordance with Section 2.18(c) (with no corresponding permanent reduction in the Revolving Commitments); provided that any Term Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”), in which case the Declined Amount shall be distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by Term Lenders that have elected to accept such Declined Amounts; and second, to the extent of any residual, if no Term Loans remain outstanding, to the prepayment of the Revolving Loans and Swingline Loans in accordance with Section 2.18(c) (with no corresponding permanent reduction in the Revolving Commitments) (provided further that the prepaid amounts (i.e., all regularly scheduled amortization installments of the Term Loan) shall remain included as Consolidated Fixed Charges for purposes of calculating the Agent shall elect Consolidated Fixed Charge Coverage Ratio, but not in its sole discretionexcess of the principal amount of the applicable schedule amortization installment). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans under this Section 2.12 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans, in the event all Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. The Borrower shall deliver to the Administrative Agent and each Term Lender notice of each prepayment of Term Loans in whole or in part pursuant to this Section 2.5 shall be applied 2.12 not less than five (5) Business Days (or such shorter period as agreed by the Administrative Agent) prior to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of date such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepaymentmade (each, together with any additional amounts owing pursuant to Section 2.15. a “Mandatory Prepayment Date”). Such notice shall set forth (i) Ifthe anticipated Mandatory Prepayment Date, at any time, (ii) the Revolving Loans are repaid in full, additional prepayments hereunder aggregate expected amount of such prepayment and (iii) the options of each Term Lender to (x) decline or accept its share of such prepayment and (y) to accept Declined Amounts. Any Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall be applied first, notify the Administrative Agent by facsimile not later than three (3) Business Days prior to make a Cash ----- Collateral Deposit andthe Mandatory Prepayment Date.

Mandatory Prepayments. (a) On If, at the day of receipt by the Borrowers or --------------------- any of their Subsidiaries end of any Net Proceeds with respect to an Asset DispositionFiscal Year, the Borrowers Parent has a consolidated cash balance (which shall prepay include all cash, cash equivalents and short-term investments) of at least Cdn.$45,000,000 (prior to the Loans (Parent’s 25% share of any Excess Cash Flow), and if the Credit Parties have generated Excess Cash Flow during such prepayment Fiscal Year, then the Borrower shall pay to the Collateral Agent, for the benefit of the Creditors and other Persons entitled to payments pursuant to the terms hereof, on or before March 31 of the immediately following Fiscal Year, an amount equal to 75% of the Excess Cash Flow generated in such Fiscal Year. Any such amount shall be applied as set forth contemplated by Section 2.2(d). The Parent shall manage its consolidated cash balance in Section 2.5(e)) andthe ordinary course and in a manner consistent with its cash management practices in prior periods, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal and shall not take any action or omit to 100% of such Net Proceeds; provided that no prepayment shall be required with respect take any action which is intended to an Asset -------- ---- Disposition if (i) reduce the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% consolidated cash balance of the Operating Cash Flow Parent for the purpose of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a)2.2. (b) In the event that at of an Asset Disposition, the end of any fiscal year Borrower shall pay to the Collateral Agent, for the benefit of the Borrowers ending on and after December 31Creditors, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten within five Business Days after following the earlier to occur of (i) the date upon which the audited financial statements receipt of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end proceeds of such fiscal yearAsset Disposition, an amount equal to any Net Proceeds in excess of Cdn.$2,000,000 in the Borrowers shall prepay the Loans (aggregate in any Fiscal Year received from such Asset Disposition and any other Asset Disposition which generated Net Proceeds during such prepayment Fiscal Year. Any such amount shall be applied as set forth contemplated by Section 2.2 (d); provided, however, that in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% the event of such Excess Cash Flow; provided that no such prepayment shall -------- ---- any payment which would otherwise be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to be made to the date Tranche B Lenders or the Tranche C Lenders under any of any prepayment required by this Section 2.5(bSections 2.2(d) (i), (iv), (ix) or (xi) (a “Triggering Event”), the Borrowers agree Borrower shall, instead of paying the Collateral Agent, offer to provide prepay the Agent with Tranche B Loans or the calculationsTranche C Loans, substantially in as the form case may be, by an amount which would have been otherwise allocated under Section 2.2(d) to prepay the Tranche B Loans or the Tranche C Loans, as the case may be. Any such offer of Exhibit H hereto, used prepayment shall be made by the Borrowers Borrower in determining writing and shall be delivered to the amount Administrative Agent for the Tranche B Lenders or the Tranche C Lenders, as applicable, whereupon each such Administrative Agent shall forward a copy of such notice to the Tranche B Lenders or the Tranche C Lenders, as applicable. Each Tranche B Lender or Tranche C Lender, as applicable, shall be permitted to accept or reject any such offer of prepayment, and shall have 5 Business Days to notify the applicable Administrative Agent of its decision to accept or reject any such offer of prepayment as a result of such Triggering Event. Any Tranche B Lender or Tranche C Lender which fails to notify the applicable Administrative Agent, within such 5 Business Days, of its decision to accept or reject any such offer of prepayment as a result of such Triggering Event shall be deemed to have accepted such offer of prepayment. The applicable Administrative Agent shall notify the Collateral Agent of the payment entitlements, if any, resulting from the foregoing. (c) If The Borrower shall ensure that, within five Business Days after the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days receipt of the receipt thereofproceeds of any sale or issuance of Equity Securities by a Credit Party, the Borrowers shallrelevant Credit Party shall pay to the Collateral Agent, on such 90th day prepay for the Loans andaccount of the Creditors, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 75% of any Net Proceeds from the amount issuance of such Equity Securities, including any proceeds from the exercise of any of the Warrants; provided that, for greater certainty, this Section 2.2(c) shall not so applied (and apply to any issuance of Equity Securities by a Credit Party to another Credit Party. Any such prepayment amount shall be applied as set forth in used to make the payments contemplated by Section 2.5(e)2.2 (d). (d) In If, at the event that the Borrowers or time of any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred Mandatory Prepayment, First Preferred Shares and is continuingSecond Preferred Shares are issued and outstanding, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal then Mandatory Prepayments made pursuant to the Net Proceeds of such Equity Offering (and such prepayment this Section 2.2 shall be applied as sequentially, in the Agent shall elect following priority (but subject always to the proviso in its sole discretionSection 2.2(b). No such prepayment shall limit or restrict , and subject to the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance maintenance of a Default.minimum consolidated cash balance (which shall include all cash, cash equivalents and short-term investments) of at least Cdn.$45,000,000, prior to the Parent’s 25% share of any Excess Cash Flow): (i) Each first, subject to Section 2.2(f), to the permanent rateable prepayment of the principal amounts outstanding under the Tranche B Credit Agreement, up to a maximum aggregate amount equal to 25% of the original principal amounts under the Tranche B Credit Agreement; (ii) second, to the payment of unpaid accrued interest on the Tranche C Loans, in accordance with the Tranche C Credit Agreement; (iii) third, to the declaration and payment of dividends on the First Preferred Shares; (iv) fourth, subject to Section 2.2(g), until the fifth anniversary of the Effective Date, on a pro rata basis, to the permanent rateable prepayment of the Tranche C Loans, up to a maximum aggregate amount equal to 25% of the original principal amount of the Tranche C Loans, and the redemption of up to 75% of the First Preferred Shares issued on the Effective Date; (v) fifth, to the declaration and payment of dividends on the Second Preferred Shares; (vi) sixth, until the fifth anniversary of the Effective Date, to the redemption of up to 75% of the number of Second Preferred Shares issued on the Effective Date; (vii) seventh, after the fifth anniversary of the Effective Date, on a pro rata basis, to repayment of the remaining principal amount of Tranche C Loans and redemption of the remaining First Preferred Shares issued on the Effective Date; and (viii) eighth, after the fifth anniversary of the Effective Date, to redemption of the remaining Second Preferred Shares issued on the Effective Date. If, at the time of any Mandatory Prepayment, First Units and Second Units are issued and outstanding, then Mandatory Prepayments made pursuant to this Section 2.5 2.2 shall be applied sequentially, in the following priority (but subject always to the proviso in Section 2.2(b), and subject to the maintenance of a minimum consolidated cash balance (which shall include all cash, cash equivalents and short-term investments) of at least Cdn.$45,000,000, prior to the Parent’s 25% share of any Excess Cash Flow): (ix) first, subject to Section 2.2(f), to the permanent rateable prepayment of the principal amounts outstanding under the Tranche B Credit Agreement, up to a maximum aggregate amount equal to 25% of the original principal amounts under the Tranche B Credit Agreement; (x) second, to the payment of Incremental Loans and Revolving Loans unpaid accrued interest on the Tranche C Loans, in accordance with the Tranche C Credit Agreement; (xi) third, on a pro rata basis determined basis, subject to Section 2.2(g), to the rateable prepayment of the Tranche C Loans and the rateable redemption of the First Units; provided that (A) until the fifth anniversary of the Effective Date, the amount allocated to the Tranche C Loans under this Section 2.2(d)(xi) shall be limited to a maximum aggregate amount equal to 25% of the original principal amount of the Tranche C Loans (without affecting the entitlement of the holders of First Units), and (B) from the date on which the First Units are issued until the fifth anniversary of the date on which the First Units are issued, the aggregate of all amounts allocated to the First Units under this Section 2.2(d)(xi) and Section 2.2(d)(xiii) shall be limited to a maximum aggregate amount equal to 25% of the original principal amount of the First Notes (without affecting the entitlement of the holders of Tranche C Loans); (xii) fourth, until the fifth anniversary of the date on which the Second Units are issued, to the rateable redemption of the Second Units, up to a maximum aggregate amount equal to 25% of the original principal amount of the Second Notes; (xiii) fifth, after the fifth anniversary of the Effective Date, on a pro rata basis, to repayment of the remaining principal amount of Tranche C Loans and redemption of the remaining First Units; provided that, from the date on which the First Units are issued until the fifth anniversary of the date on which the First Units are issued, the aggregate of all amounts allocated to the First Units under this Section 2.2(d)(xiii) and Section 2.2(d)(xi) shall be limited to a maximum aggregate amount equal to 25% of the original principal amount of the First Notes (without affecting the entitlement of the holders of Tranche C Loans); and (xiv) sixth, after the fifth anniversary of the date on which the Second Units are issued, to redemption of the remaining Second Units. Any amount payable under this Section 2.2 to the holders of First Preferred Shares, Second Preferred Shares, First Units or Second Units shall be paid by the Collateral Agent to the transfer agent or trustee for the First Preferred Shares, Second Preferred Shares, First Units and Second Units, as applicable, and in consultation with the Parent so as to assist the Parent in coordinating the making of required payments, and the Collateral Agent shall not be responsible for any ultimate distribution to the holders thereof. Any amount remaining after the application of payments above shall be paid to the Parent or as otherwise required by applicable law. (e) In the case of any payment pursuant to any of Sections 2.2(a), (b) or (c) of this Agreement, the Borrower shall provide to the Collateral Agent written notice of such payment at least three Business Days prior to the date such payment is to be made. If any such notice is given, the amount specified in such notice shall be due and payable on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of date specified in such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepaymentnotice, together with any additional amounts owing payable pursuant to Section 2.152.10 of the Tranche A Exit Facility Agreement, Section 2.10 of the Tranche B Credit Agreement or Section 2.7 of the Tranche C Credit Agreement, as applicable. Upon receipt of any notice given pursuant to this Section 2.2(e), the Collateral Agent shall promptly notify each affected party of the contents thereof and of such party’s Pro Rata Share of such payment. (if) IfIf a Mandatory Prepayment required by Section 2.2(d)(i) or Section 2.2(d)(ix) would result in the repayment of an amount exceeding 25% of the aggregate original principal amount of the Tranche B Loans (the “Tranche B Tax Threshold Amount”) to be repaid on or before the fifth anniversary of the Effective Date, at taking into account all Amortization Payments (as defined in the Tranche B Credit Agreement) and all Mandatory Prepayments made to the Tranche B Lenders pursuant to Sections 2.2(a) and (c) (but, for greater certainty, not taking into account any timeMandatory Prepayments made to the Tranche B Lenders pursuant to Section 2.2(b), or any voluntary prepayments), then, notwithstanding Section 2.2(d)(i) or Section 2.2(d)(ix), that Mandatory Prepayment shall not be paid to the Revolving Loans are repaid in fullTranche B Lenders, additional prepayments hereunder to the extent that such amount would cause the Tranche B Tax Threshold Amount to be exceeded, and shall instead be applied firstpursuant to Sections 2.2(d)(ii) through (viii) or Sections 2.2(d)(x) through (xiv), subject to the limitations provided therein. (g) If a Mandatory Prepayment required by Section 2.2(d)(iv) or Section 2.2(d)(xi) would result in the repayment of an amount exceeding 25% of the aggregate original principal amount of the Tranche C Loans (the “Tranche C Tax Threshold Amount”) to be repaid on or before the fifth anniversary of the Effective Date, taking into account all Mandatory Prepayments made to the Tranche C Lenders pursuant to Sections 2.2(a) and (c) (but, for greater certainty, not taking into account any Mandatory Prepayments made to the Tranche C Lenders pursuant to Section 2.2(b), or any voluntary prepayments), then, notwithstanding Section 2.2(d)(iv) or Section 2.2(d)(xi), that Mandatory Prepayment shall not be paid to the Tranche C Lenders, to make a Cash ----- Collateral Deposit andthe extent that such amount would cause the Tranche C Tax Threshold Amount to be exceeded, and shall instead be applied pursuant to Sections 2.2(d)(v) through (viii) or Section 2.2(d)(xii) through (xiv), subject to the limitations provided therein.

Mandatory Prepayments. (aA) On Borrowers shall immediately prepay the day outstanding principal amount of the Term Loan in the event that the Revolver Commitment is terminated for any reason. (B) Subject to Section 5.8, upon the receipt by the Borrowers any Loan Party or --------------------- any of their its Subsidiaries of any Net Proceeds Extraordinary Receipts in an aggregate amount in excess of $500,000 (other than proceeds of insurance with respect to an Asset Dispositionwhich the proviso to Section 5.8(b) would otherwise be applicable) in any fiscal year of Parent and its Subsidiaries, the Borrowers shall prepay the Loans (outstanding principal of the Term Loan and such prepayment shall be applied as set forth the Advances in accordance with Section 2.5(e)2.4(d) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such the Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements Proceeds received by such Person in connection therewith. (C) Upon the Agent under sale or issuance by any Loan Party or any of its Subsidiaries of any shares of Stock, or the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), Borrowers shall prepay the outstanding principal amount of the Term Loan and the Advances in accordance with Section 5.1(a2.4(d) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable in an amount equal to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15100% of the Operating Net Cash Flow of Proceeds received by such Person in connection therewith; provided, that notwithstanding the foregoing, Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, shall not be required to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that make a prepayment is not required) under this Section 2.5(a). (b2.4(c)(iii)(C) In the event that at the end of with any fiscal year of the Net Cash Proceeds received in connection with capital contributions to Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on from the date which is ten Business Days after the earlier to occur proceeds of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and Parent’s initial public offering or (ii) one or more secondary public offerings of Parent on or prior to June 30, 2008 in an aggregate amount not to exceed $30,000,000. The provisions of this subsection (C) shall not be deemed to be implied consent to any issuance, incurrence or sale otherwise prohibited by the 120th day terms and conditions of this Agreement. (D) If the Leverage Ratio as of the most recent fiscal year of Parent then ended (determined based upon the audited annual financial statements and annual Compliance Certificate delivered to Agent pursuant to Section 5.3) was greater than or equal to 2.00:1.00, then within 5 days of delivery to Agent and Lenders of such audited annual financial statements pursuant to Section 5.3, commencing with the delivery to Agent and Lenders of the audited annual financial statements for the fiscal year ended December 31, 2007 or, if such audited annual financial statements are not delivered to Agent and Lenders on the date such audited annual financial statements are required to be delivered pursuant to Section 5.3, 5 days after the end of date such fiscal yearaudited annual financial statements are required to be delivered to Agent and Lenders pursuant to Section 5.3, the Borrowers shall prepay the Loans (outstanding principal amount of the Term Loan and such prepayment shall be applied as set forth the Advances in accordance with Section 2.5(e)2.4(d) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such the Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as Flow of the end of Parent, Borrowers and their respective Subsidiaries for such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepaymentyear. (cE) If Immediately upon the receipt by Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount proceeds of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the any voluntary or involuntary sale or disposition by Borrowers or any of their Subsidiaries makes of property or assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c) or (d) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d) in an Equity Offering during any period amount equal to 100% of the Net Cash Proceeds (including condemnation awards and payments in which a lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default has or Event of Default shall have occurred and is continuing, (B) Administrative Borrower shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrowers or their Subsidiaries, (C) the monies are held in a cash collateral account in which Agent has a perfected first-priority security interest, and (D) Borrowers or their Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Borrowers and their Subsidiaries shall immediately prepay have the Loans andoption to apply such monies to the costs of replacement of the property or assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Borrowers and their Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, after all Loans have been prepaid, make a Cash Collateral Depositpurchase or construction being made or completed, in an amount equal to which case, any amounts remaining in the Net Proceeds of such Equity Offering (and such prepayment cash collateral account shall be paid to Agent and applied as the Agent shall elect in its sole discretionaccordance with Section 2.4(d). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to Nothing contained in this Section 2.5 2.4(c)(iii)(E) shall be applied permit Borrowers or any of their Subsidiaries to the outstanding amounts sell or otherwise dispose of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the any property or assets other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment than in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together accordance with any additional amounts owing pursuant to Section 2.156.4. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a1) On An amount equal to the day of receipt Net Proceeds from any Asset Sale by the Borrowers Parent or --------------------- any of their its Subsidiaries in excess of $15,000,000 (or the Equivalent Amount in any Net Proceeds with respect to an Asset Disposition, other currency) in any Financial Year (whether individually or in aggregate and taking into account any proceeds received in another currency at the Borrowers shall prepay Equivalent Amount at the Loans (and time such prepayment proceeds are received) shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in to the repayment of Accommodations Outstanding under the Credit Facility (and the Commitment shall be permanently reduced by an amount equal to 100% by which the Net Proceed of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable exceed $15,000,000), except to the assets subject to extent that the Net Proceeds from such Asset Disposition of Assets are reinvested (based on other than in cash or Cash Equivalents) or used in the most recent financial statements received Business by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as Parent and its Subsidiaries within 180 days of the date of such Asset Disposition and Sale. (ii2) An amount equal to the Net Proceeds from the issuance of any Equity Interests (other than the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets an Excluded Equity Issuances) by the Parent shall be applied forthwith upon receipt by or on behalf of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On Parent or prior any of its Subsidiaries to the date repayment of any Asset Disposition, Accommodations Outstanding under the Borrowers agree to provide Credit Facility (and the Agent with calculations used Commitment shall be permanently reduced by the Borrowers in determining 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 or any 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 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 prepayment (or in determining that a prepayment is not required) under this Section 2.5(aNet Proceeds). (b4) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an An amount equal to the Net Proceeds of such Equity Offering any insurance maintained by the Parent or any of its Subsidiaries (and such prepayment other than business interruption insurance) received by the Parent or any of its Subsidiaries in an amount in excess of $1,000,000 on account of each separate loss, damage or injury shall be applied as forthwith upon receipt thereof, to the repayment of Accommodations Outstanding under the Credit Facility (and the Commitment shall be permanently reduced by an amount by which the Net Proceed of such Disposition exceed $1,000,000) except to the extent (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 Proceeds and the Parent shall have furnished to the Agent shall elect in evidence satisfactory to the Agent of such expenditure, or (z) the Parent or one or more of its sole discretion). No Subsidiaries has Committed to expend such prepayment shall limit Net Proceeds for the repair or restrict the rights and remedies replacement of the Lenders under affected property within 180 days of receipt of such Net Proceeds and such Net Proceeds are actually used for the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment repair or replacement of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis affected property within 365 days of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15receipt thereof. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On the day of receipt by the Borrowers or --------------------- If any of their Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrowers shall prepay the Loans (and such prepayment Indebtedness shall be applied as set forth issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 2.5(e7.2 (other than Indebtedness incurred pursuant to Section 7.2(f)(ii)) and), after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such the Net Proceeds; provided that no prepayment Cash Proceeds thereof shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based applied on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) issuance or incurrence toward the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets prepayment of the same type and use Term Loans as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to set forth in Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a2.12(d). (b) In 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, which, together with the event that at Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, unless a Reinvestment Notice shall be delivered in respect thereof, 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 such date of receipt toward the end 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) Subject to Section 2.12(e), if, for any fiscal year of the Borrowers Borrower commencing with the fiscal year ending on and after December 31, 1999 2013, there shall exist be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow with respect Application Date, apply an amount equal to the ECF Percentage of such fiscal yearExcess Cash Flow (such amount, then the “Adjusted ECF Amount”) toward the prepayment of the Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on the a date which is ten Business Days (an “Excess Cash Flow Application Date”) no later than five days after the earlier to occur of (i) the date upon on which the audited financial statements of the Borrowers Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such fiscal year become available prepayment is made, are required to be delivered to the Lenders and (ii) the 120th day after the end of date such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which financial statements are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e))actually delivered. (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal Amounts to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans connection with prepayments made pursuant to this Section 2.5 2.12 shall be applied to the outstanding amounts prepayment of Incremental the Term Loans and Revolving in accordance with Section 2.18(b). The application of any prepayment pursuant to Section 2.12 shall be made, first, to ABR Loans on a pro rata basis determined and, second, to Eurocurrency Loans. Each prepayment of the Term Loans under Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the basis 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 Incremental LoansNet Cash Proceeds from any Asset Sale or Recovery Event or the Adjusted ECF Amount, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15.as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary, Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary or any portion of the Adjusted ECF Amount attributed to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the 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 the Adjusted ECF Amount 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) 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 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 by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds or Adjusted ECF Amount, as applicable, is permitted under the applicable local law, the 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 Notice has been or shall be validly delivered pursuant to Section 2.12(b) in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment, and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary, Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary or any portion of the Adjusted ECF Amount attributed to a Foreign Subsidiary, in each case, to the extent that the Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence. Any amount that is excluded from the calculation of Net Cash Proceeds or the Adjusted ECF Amount 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) and may be deducted from any amounts otherwise due under Section 2.12(b) or 2.12(c). Once the Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds or Adjusted ECF Amount , as applicable, would cease to result in adverse tax consequences, the 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 Notice has been or shall be validly delivered pursuant to Section 2.12(b) in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall the Borrower be required to repatriate cash of Non-Domestic Subsidiaries. (f) If, at on any timeCalculation Date, (i) the aggregate Dollar Equivalents of the aggregate outstanding principal amounts of Foreign Currency Loans exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrower shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans 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 Loans are repaid Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in fulla currency other than Dollars) exceed the Total Revolving Commitments, additional prepayments hereunder shall be applied firstand 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 four consecutive Business Days thereafter, to make then on such fourth Business Day thereafter, the Borrower shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions 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 Cash ----- Collateral Deposit andcurrency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) On the day of receipt by the Borrowers or --------------------- any of their Subsidiaries date of any Net Proceeds with respect termination or reduction of the Commitments pursuant to an Asset DispositionSection 2.05, the Borrowers Borrower shall pay or prepay for the Loans (and such prepayment ratable accounts of the Lenders so much of the principal amount outstanding under this Agreement as shall be applied as set forth necessary in Section 2.5(e)) and, order that the principal amount outstanding (after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject giving effect to such Asset Disposition prepayment) will not exceed the amount of Commitments following such termination or reduction, together with (based on the most recent financial statements received by the Agent under Section 5.1(aA) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable accrued interest to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition prepayment on the principal amount repaid or prepaid and (iiB) in the Net Proceeds case of prepayments of Eurodollar Rate Advances, Adjusted CD Rate Advances or B Advances, any such Asset Dispositions are used, within one year of such disposition, amount payable to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject pursuant to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a8.04(b). (b) In All prepayments required to be made pursuant to this Section 2.12 shall be applied by the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of Agent as follows: (i) first, to the date upon which the audited financial statements prepayment of the Borrowers with respect A Advances (without reference to such fiscal year become available minimum dollar requirements), applied to outstanding Base Rate Advances up to the full amount thereof before they are applied to the ratable prepayment of Eurodollar Rate and Adjusted CD Rate Advances; and (ii) second, to the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior B Advances (without reference to the date of any prepayment required by this Section 2.5(bminimum dollar requirements), applied ratably among all the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepaymentLenders holding B Advances. (c) If In lieu of prepaying any Eurodollar Rate Advances, Adjusted CD Rate Advances or B Advances under any provision (other than Sections 2.14 and 6.01) of this Agreement, the Borrowers or Borrower may, upon notice to the Agent, deliver such funds to the Agent, to be held as additional cash collateral securing the obligations hereunder and under the Notes. The Agent shall deposit all amounts delivered to it in a non-interest-bearing special purpose cash collateral account, to be governed by a cash collateral agreement in form and substance satisfactory to the Borrower and the Agent, and shall apply all such amounts in such account against such Advances on the last day of the Interest Period therefor. The Agent shall promptly notify the Lenders of any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved election by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal Borrower to deliver funds to the amount of such proceeds not so applied Agent under this subsection (and such prepayment shall be applied as set forth in Section 2.5(e)c). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On The Borrower shall be required to make mandatory prepayments of Loans in the day following amounts (i) 100% of receipt the Net Proceeds received by the Borrowers or --------------------- Borrower and any of their its Restricted Subsidiaries from any sale or other disposition by the Borrower and any of its Restricted Subsidiaries of any assets (other than assets sales which do not exceed $10,000,000 in the aggregate through the Maturity Date), including through any Permitted Securitization Transaction; (ii) 100% of the Net Proceeds with received by the Borrower and any of its Restricted Subsidiaries in respect of any Equity Offering and (iii) 100% of the Net Proceeds received by the Borrower and any of its Restricted Subsidiaries in respect of any Debt Issuance. Such mandatory prepayments will be due upon the consummation of such Equity Offering, Debt Issuance or asset disposition, as the case may be, provided that so long as no Event of Default is in existence to an Asset Dispositionthe extent that any such prepayment would create funding losses under Section 4.13, the Borrowers portion of such payment that would cause such funding losses shall prepay not be due and payable until the Loans earliest date on which no funding losses would occur as a result of such payment (and without giving effect to any continuation or conversion of any Loan). There will be no reduction in any of the Commitments as a result of any Equity Offering, Debt Issuance or asset disposition described above. (b) Any such prepayment shall be applied to such Loans as set forth in Section 2.5(e)) designated by the Borrower and, after all Loans have been prepaidin the event the Borrower fails to designate a Loan, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (Loans with the earliest maturity dates, based on upon the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time remaining terms of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (basedtheir respective Interest Periods, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which Loans with the same Interest Period, pro rata to the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any extending such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a)Loans. (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (ai) On the day of receipt Immediately upon any sale or disposition by the Borrowers Parent or --------------------- any of their its Subsidiaries of any Net Proceeds with respect property or assets (other than the dispositions described in clauses (a)—(f) of Permitted Dispositions and dispositions in an aggregate amount not to an Asset Disposition, exceed $250,000 per annum) the Borrowers shall prepay the outstanding principal balance of the Term Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with the sales or dispositions; provided, however, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, up until the 364th day following the sale or disposition of all of the Stock of GNL or all of the assets of GNL, Borrowers may invest the Net Proceeds; provided that no prepayment shall be required with respect Cash Proceeds received by such Person from such sale in Capital Expenditures for GNLV as agreed to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result by Agent in (x) the Operating Cash Flow attributable writing and in its Permitted Discretion, and to the assets subject to extent the Net Cash Proceeds have not been reinvested within such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively364 day period, on the most recent financial statements received by 365th day, Borrowers shall pay the Net Cash Proceeds to Agent under Section 5.1(a) or (b) at to be applied to the time of such Asset Disposition) exceeding 15% outstanding principal balance of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and term Loans. Nothing contained in this subclause (ii) the Net Proceeds shall permit Parent and any of its Subsidiaries to sell or otherwise dispose of any such Asset Dispositions are used, within one year of such disposition, to invest property or assets other than in assets of the same type and use as those disposed and accordance with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a)7.4. (bii) In Upon the event that at the end issuance or incurrence by Parent or any of its Subsidiaries of any fiscal year Indebtedness (other than the Indebtedness referred to in clause (f) of Section 7.1) or the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect sale or issuance by Parent or any of its Subsidiaries of any shares of Stock (other than the issuance of Stock by Parent to such fiscal year, then on PB Gaming in exchange for additional equity contributions so long as the date which Stock of PB Gaming is ten Business Days after held by the earlier to occur of (iPermitted Holders) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Term Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50100% of the Net Cash Proceeds received by such Excess Cash Flow; provided that no Person in connection therewith. The provisions of this subclause (iii) shall not be deemed to be implied consent to any such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On issuance, incurrence or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used sale otherwise prohibited by the Borrowers in determining the amount terms and conditions of any such prepaymentthis Agreement. (ciii) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed Each prepayment pursuant to contract(ssubclauses (i) approved by the Agent in its reasonable discretionand (ii) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment above shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuingbe applied, the Borrowers shall immediately prepay the Loans andfirst, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds outstanding principal amount of such Equity Offering (the Term Loan A, until paid in full, and second, to the outstanding principal amount of the Term Loan B, until paid in full. Each such prepayment of the Term Loans shall be applied as against the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies remaining installments of principal of the Lenders under applicable Term Loan in the Loan Documents upon the occurrence and during the continuance inverse order of a Defaultmaturity. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (ai) On Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the day of receipt by the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds with respect related Compliance Certificate has been delivered pursuant to an Asset DispositionSection 6.02(a), the Borrowers shall prepay cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “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 (and, without duplication of any deduction with respect to any other fiscal year, at the Parent Borrower’s option, following the last day of such fiscal year and on or prior to such required prepayment date) and (2) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year (and, without duplication of any deduction with respect to any other fiscal year, at the Parent Borrower’s option, following the last day of such fiscal year and on or prior to such required prepayment date) to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Cure Amount; provided that (x) the ECF Percentage shall be applied 25% if the First Lien Senior Secured Leverage Ratio (after giving effect to any prepayment of Loans after such year as contemplated above in clause (B)) as of the last day of the fiscal year covered by such financial statements was less than 3.754.00:1.00 and greater than or equal to 3.503.75:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Senior Secured Leverage Ratio (after giving effect to any prepayment of Loans after such year as contemplated above in clause (B)) as of the last day of the fiscal year covered by such financial statements was less than 3.503.75:1.00. (ii) (A) Subject to Section 2.05(b)(ii)(B), if following the Closing Date (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party, by a Restricted Subsidiary that is not a Loan Party or pursuant to clause (iv) of the proviso thereto), (e), (f), (g), (i) (except as set forth in Section 2.5(ethe proviso thereto), (j), (k), (n), (o), (p), (q), (r), (s) andand (u)), after all Loans have been prepaidor (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Parent Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrowers shall make a Cash Collateral Depositprepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to 100% the percentage represented by the quotient of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to Outstanding Amount of Term Loans at such Asset Disposition (based on the most recent financial statements received time divided by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% sum of the Operating Cash Flow Outstanding Amount of the Borrowers as of the date of Term Loans at such Asset Disposition time and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any other Indebtedness outstanding at such prepayment (or in determining time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a prepayment is not required) under this Section 2.5(a). from such Net Cash Proceeds (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal yearpercentage, the Borrowers shall prepay the Loans (and “Asset Percentage”) of all such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Net Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash FlowProceeds realized or received; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end pursuant to this Section 2.05(b)(ii)(A) (I) with respect to such portion of such fiscal year is less than 4.50:1. On Net Cash Proceeds that the Parent Borrower shall have, on or prior to the date of any prepayment required by this Section 2.5(b)such date, the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal given written notice to the amount Administrative Agent of such proceeds not so applied its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (and such prepayment shall which notice may only be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any provided if no Event of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is then continuing, ) or (II) until the Borrowers shall immediately prepay aggregate amount of Net Cash Proceeds not reinvested in accordance with Section 2.05(b)(ii)(B) within the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (time periods set forth therein and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be not previously applied to the outstanding amounts such a prepayment exceeds $100,000,000 for any single Disposition or series of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15related Dispositions. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On the day of Upon receipt by any member of the Borrowers MIC Group of Net Cash Proceeds arising from any Asset Sale (to the extent such Net Cash Proceeds exceed $5,000,000 in the aggregate during the applicable Fiscal Year of the Borrower), Property Loss Event, Debt Issuance or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset DispositionEquity Issuance, the Borrowers Borrower shall immediately prepay the Loans (and such prepayment shall be applied as set forth or provide cash collateral in Section 2.5(e)respect of Letters of Credit) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Cash Proceeds; provided provided, that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to extent that any such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers mandatory prepayment arises as of the date of such Asset Disposition and (ii) the Net Proceeds a result of any such Asset Dispositions are usedSale, within one year Property Loss Event or Debt Issuance by a Subsidiary of such dispositionHoldings that is not a Wholly-Owned Subsidiary of Holdings, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such the mandatory prepayment (or in determining that a prepayment is not required) under required pursuant to this Section 2.5(a)2.8(a) will be equal to the product of (A) the amount of such mandatory prepayment that would otherwise be required by this clause (a) and (B) an amount equal to the percentage of all issued and outstanding Stock that Holdings and the Borrower own, directly or indirectly, in such Subsidiary. Any such mandatory prepayment shall be applied in accordance with clause (b) below. (b) In Subject to the event that at provisions of Section 2.12(g) (Payments and Computations), any prepayments made by the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow Borrower required to be applied in accordance with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of this clause (ib) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) andfollows: first, after all to repay the outstanding principal balance of the Loans until such Loans shall have been prepaidpaid in full; and then, make a Cash Collateral Deposit, to provide cash collateral for any Letter of Credit Obligations in an amount equal to 50105% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as Letter of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially Credit Obligations in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as manner set forth in Section 2.5(e)). 9.3 (dActions in Respect of Letters of Credit) In the event that the Borrowers or any until all such Letter of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans Credit Obligations have been prepaid, make a Cash Collateral Deposit, fully cash collateralized in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion)manner set forth therein. No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment All repayments of the Loans made pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. clause (ib) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make repay any amounts outstanding under the Working Capital Sublimit and second, to repay all other Loans. Credit Agreement Macquarie Infrastructure Company Inc. (c) If at any time, the aggregate principal amount of the Outstandings exceeds the aggregate Commitments at such time, the Borrower shall forthwith prepay the Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Loans, the Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess. (d) Notwithstanding anything to the contrary in this Section 2.8, so long as no Event of Default shall have occurred and be continuing or would result therefrom, if (i) any prepayment of the Loans or cash collateralization of any Letter of Credit Obligations would be required to be made in accordance with clauses (a), (b) or (c) of this Section 2.8 on a day other than on the last day of the Interest Period applicable to such Obligations, or (ii) the aggregate amount of Net Cash Proceeds or other amounts required by clause (a), (b) or (c) of this Section 2.8 to be applied to prepay the Loans or cash collateralize any Letter of Credit Obligations on such date are less than or equal to $5,000,000, the Borrower may defer such prepayment until (A) in the case of any amounts deferred pursuant to subclause (i), the last day of such Interest Period and (B) in the case of any amounts deferred pursuant to subclause (ii), the earlier of the date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required by such subsections to be applied to prepay Loans or cash collateralize Letter of Credit Obligations exceeds $5,000,000 or the date that the Borrower so requests (in either case, such day being a “Mandatory Prepayment Date”); provided that in the event that the Borrower elects to defer payments of amounts due pursuant to this clause (d), the Borrower shall (i) promptly (and in any event within 5 days thereof) notify the Administrative Agent of the applicable Asset Sale, Property Loss Event, Debt Issuance or Equity Issuance, as the case may be, giving rise to such prepayment requirement and (ii) cause any such amounts to be deposited into a Cash ----- Collateral Deposit andAccount until the occurrence of a Mandatory Prepayment Date, at which time the Administrative Agent is hereby authorized (without any further action by or notice to or from the Borrower or any of the other Loan Parties) to apply such amounts deposited to the Cash Collateral Account to the prepayment of the Loans and the cash collateralization of the Letter of Credit Obligations in accordance with this Section 2.8. Upon the occurrence of an Event of Default, the Administrative Agent is hereby authorized (without any further action by or notice to or from the Borrower or any of the other Loan Parties) to apply any amounts so deposited in the Cash Collateral Account to any Loans or Letter of Credit Obligations then outstanding.

Mandatory Prepayments. (ai) On No later than the day of receipt by fifth Business Day after the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds date on which the financial statements with respect to an Asset Dispositioneach Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2022, the Borrowers Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any Term Loans (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and, in each case under clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignments, to the extent that such prepayments were not financed with the proceeds of long term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount 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; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (ii) No later than the fifth Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale in excess of $35,000,000 in any Fiscal Year, the Borrower shall apply an amount equal to the Required Asset Sale Percentage of the Net Proceeds received with respect thereto in excess of such threshold (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements (the “Subject Loans”) in accordance with clause (vi) below; provided that (A) if prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intention to reinvest the Subject Proceeds in assets used or useful in the business (other than Cash or Cash Equivalents) of the Borrower or any of its Subsidiaries, then, the Borrower shall not be required to make a mandatory prepayment under this clause (ii) in respect of the Subject Proceeds to the extent (x) the Subject Proceeds are so reinvested within 365 days following receipt thereof, or (y) the Borrower or any of its Subsidiaries has committed to so reinvest the Subject Proceeds during such 365-day period and the Subject Proceeds are so reinvested within 180 days after the expiration of such 365-day period; it being understood that if the Subject Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the Subject Loans with the amount of Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso) and (B) if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Restricted Subsidiaries is required to repay or repurchase any Other Applicable Indebtedness (or offer to repurchase such Other Applicable Indebtedness), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof, and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.5(e2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Subject Loans in accordance with the terms hereof. (iii) In the event that the Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by the Borrower or any of its Restricted Subsidiaries (other than Indebtedness that is permitted to be incurred under Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Refinancing Indebtedness (including Replacement Notes) incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 6.01(p), (B) andIncremental Loans incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 2.22, after (C) Replacement Term Loans incurred to refinance all or any portion of any Class of Term Loans have been prepaid, make in accordance with the requirements of Section 9.02(c) and/or (D) Incremental Equivalent Debt incurred to finance all or a Cash Collateral Depositportion of the Loans in accordance with the requirements of Section 6.01(z), in each case to the extent required by the terms thereof to prepay or offer to prepay such Indebtedness), the Borrower shall, promptly upon (and in any event not later than two Business Days thereafter) the receipt thereof of such Net Proceeds by the Borrower or its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds; provided that no prepayment Proceeds to prepay the outstanding principal amount of the relevant Class or Classes of Term Loans in accordance with clause (vi) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary: (A) the Borrower shall not be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition prepay any amount that would not result in (x) the Operating Cash Flow attributable otherwise be required to the assets subject be paid pursuant to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(aSections 2.11(b)(i) or (bii) at above to the time extent that the relevant Excess Cash Flow is generated by any Foreign Subsidiary, the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary, as the case may be, for so long as the repatriation to the Borrower of any such amount would be prohibited or delayed under any Requirement of Law or conflict with the fiduciary duties of such Asset DispositionForeign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (it being agreed that, solely within 365 days following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the Borrower shall take all commercially reasonable actions required by applicable Requirements of Law to permit such repatriation) plus (yit being understood that if the repatriation of the relevant affected Excess Cash Flow or Subject Proceeds, as the case may be, is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, in either case, within 365 days following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant Foreign Subsidiary will promptly repatriate the relevant Excess Cash Flow or Subject Proceeds, as the case may be, and the repatriated Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv))), (B) the ---- Operating Cash Flow attributable Borrower shall not be required to the assets subject prepay any amount that would otherwise be required to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(abe paid pursuant to Sections 2.11(b)(i) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, extent that the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist relevant Excess Cash Flow with respect to such fiscal year, then on is generated by any joint venture or the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Depositrelevant Subject Proceeds are received by any joint venture, in an amount equal each case, for so long as the distribution to 50% the Borrower of such Excess Cash FlowFlow or Subject Proceeds would be prohibited under the Organizational Documents governing such joint venture; it being understood that if the relevant prohibition ceases to exist within the 365-day period following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant joint venture will promptly distribute the relevant Excess Cash Flow or the relevant Subject Proceeds, as the case may be, and the distributed Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such distribution) applied to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), and (C) if the Borrower determines in good faith that the repatriation (or other intercompany distribution) to the Borrower, directly or indirectly, from a Foreign Subsidiary as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Sections 2.11(b)(i) or (ii) above would result in a material and adverse Tax liability (including any withholding Tax) (the amount attributable to such Foreign Subsidiary, a “Restricted Amount”), the amount that the Borrower shall be required to mandatorily prepay pursuant to Sections 2.11(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation (or other intercompany distribution) of the relevant Subject Proceeds or Excess Cash Flow, directly or indirectly, from the relevant Foreign Subsidiary would no such prepayment shall -------- ---- be required if longer have a material adverse tax consequence within the Maximum Total Debt Ratio as of 365-day period following the event giving rise to the relevant Subject Proceeds or the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b)applicable Excess Cash Flow Period, as the Borrowers agree to provide the Agent with the calculationscase may be, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount Subject Proceeds or Excess Cash Flow, as applicable and to the extent available, not previously applied pursuant to this clause (C), shall be promptly applied to the repayment of the Term Loans pursuant to Section 2.11(b) as otherwise required above; (v) Any Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to this Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such proceeds not so applied prepayment (and such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds may be retained by the Borrower; provided, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to made with the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit w) Refinancing Indebtedness (including Replacement Notes) incurred to refinance all or restrict the rights and remedies a portion of the Lenders under Term Loans pursuant to Section 6.01(p), (x) Incremental Loans incurred to refinance all or a portion of the Loan Documents upon Term Loans pursuant to Section 2.22, (y) Replacement Term Loans incurred to refinance all or any portion of the occurrence and during Term Loans in accordance with the continuance requirements of Section 9.02(c), and/or (z) Incremental Equivalent Debt incurred to finance all or a Default. (i) Each prepayment portion of the Loans pursuant to this in accordance with the requirements of Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and6.01

Mandatory Prepayments. (ai) On No later than the day of receipt by fifth Business Day after the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds date on which the financial statements with respect to an Asset Dispositioneach Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2015, the Borrowers Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount equal to (A) 50% of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Fiscal Year then ended, minus (B) at the option of the Borrower, the aggregate principal amount of (x) any Initial Term Loans, Additional Term Loans, Revolving Loans or Additional Revolving Loans prepaid pursuant to Section 2.11(a) prior to such date and (y) the amount of any reduction in the outstanding amount of any Initial Term Loans or Additional Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) prior to such date and based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans and/or Additional Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments, to the extent that such prepayments were not financed with the proceeds of other Indebtedness (other than revolving Indebtedness) of the Borrower or its Restricted Subsidiaries); provided that (1) (I) such percentage of Excess Cash Flow shall be reduced to 25% of Excess Cash Flow if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to the payment required hereby) is less than or equal to 3.75 to 1.00, but greater than 3.25 to 1.00 and (II) such prepayment shall not be required if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to the payment required hereby) is less than or equal to 3.25 to 1.00 and (2) no prepayment under this Section 2.11(b) shall be required to the extent that the amount thereof would not exceed $5,000,000. (ii) No later than the fifth Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, in each case, in excess of $20,000,000 in any Fiscal Year, the Borrower shall apply an amount equal to 100% of the Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such thresholds (the “Subject Proceeds”) to prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans in accordance with clause (vi) below; provided that if, prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intention to reinvest the Subject Proceeds in assets used or useful in the business (other than Cash or Cash Equivalents) of the Borrower or any of its subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this clause (ii) in respect of the Subject Proceeds to the extent (A) the Subject Proceeds are so reinvested within 12 months following receipt thereof or (B) the Borrower or any of its subsidiaries has committed to so reinvest the Subject Proceeds during such 12-month period and the Subject Proceeds are so reinvested within six months after the expiration of such 12-month period; provided, however, that if the Subject Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans with the Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso); provided further that if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Restricted Subsidiaries is required to offer to repay or repurchase any other Indebtedness secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the Subject Proceeds (such Indebtedness required to be offered to be so repaid or repurchased, the “Other Applicable Indebtedness”), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Initial Term Loans and Additional Term Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Initial Term Loans, Additional Term Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; provided that the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Initial Term Loans and Additional Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Initial Term Loans and Additional Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be reduced accordingly; provided further that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Initial Term Loans and Additional Term Loans in accordance with the terms hereof. (iii) In the event that the Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by the Borrower or any of its Restricted Subsidiaries (other than with respect to Indebtedness permitted under Section 6.01, except to the extent the relevant Indebtedness constitutes Refinancing Indebtedness incurred to refinance all or a portion of the Initial Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Initial Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(c)), the Borrower shall, substantially simultaneously with (and in any event not later than the next succeeding Business Day) the receipt of such Net Proceeds by the Borrower or its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans in accordance with clause (vi) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary, (A) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Section 2.11(b)(i) or (ii) above to the extent that the relevant Excess Cash Flow is generated by any Foreign Subsidiary, the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary, the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary, as the case may be, for so long as the repatriation to the Borrower of any such amount would be prohibited under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions required by applicable Requirements of Law to permit such repatriation); it being understood that once the repatriation of the relevant affected Subject Proceeds or Excess Cash Flow, as the case may be, is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for the Persons described above, the relevant Foreign Subsidiary will promptly repatriate the relevant Subject Proceeds or Excess Cash Flow, as the case may be, and the repatriated Subject Proceeds or Excess Cash Flow, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Initial Term Loans and Additional Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)) and (B) if the Borrower determines in good faith that the repatriation to the Borrower of any amounts required to mandatorily prepay the Initial Term Loans and Additional Term Loans pursuant to Section 2.11(b)(i) or (ii) above would result in material and adverse tax consequences, taking into account any foreign tax credit or benefit actually realized in connection with such repatriation (such amount, a “Restricted Amount”), as reasonably determined by the Borrower, the amount the Borrower shall be required to mandatorily prepay pursuant to Section 2.11(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount until such time as it may repatriate to the Borrower the Restricted Amount without incurring such material and adverse tax liability; provided that to the extent that the repatriation of any Subject Proceeds or Excess Cash Flow from the relevant Foreign Subsidiary would no longer have an adverse tax consequence, an amount equal to the Subject Proceeds or Excess Cash Flow, as applicable, not previously applied pursuant to preceding clause (B), shall be promptly applied to the repayment of the Initial Term Loans and Additional Term Loans pursuant to Section 2.11(b) as otherwise required above (without regard to this clause (iv)); (v) Each Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Initial Term Loans and Additional Term Loans required to be made by the Borrower pursuant to this Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds may be retained by the Borrower; provided that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment is made with the Net Proceeds of Refinancing Indebtedness incurred to refinance all or a portion of the Initial Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Initial Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(c). If any Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its Applicable Percentage of any mandatory prepayment within the time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage of the total amount of such mandatory prepayment of Initial Term Loans and Additional Term Loans. (vi) Except as may otherwise be set forth in any amendment to this Agreement in connection with any Additional Term Loan, (A) each prepayment of Initial Term Loans and Additional Term Loans pursuant to this Section 2.11(b) shall be applied ratably to each Class of Term Loans (based upon the then outstanding principal amounts of the respective Classes of Term Loans) (provided that any prepayment of Initial Term Loans or Additional Term Loans constituting Refinancing Indebtedness incurred to refinance all or a portion of the Initial Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Initial Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(c) shall be applied solely to each applicable Class of refinanced or replaced Term Loans), (B) with respect to each Class of Initial Term Loans and Additional Term Loans, all accepted prepayments under Section 2.11(b)(i), (ii) or (iii) shall be applied against the remaining scheduled installments of principal due in respect of the Initial Term Loans and Additional Term Loans as directed by the Borrower (or, in the absence of direction from the Borrower, to the remaining scheduled amortization payments in respect of the Initial Term Loans and Additional Term Loans in direct order of maturity), and (C) each such prepayment shall be paid to the Term Lenders in accordance with their respective Applicable Percentages. The amount of such mandatory prepayments shall be applied on a pro rata basis to the then outstanding Initial Term Loans and Additional Term Loans being prepaid irrespective of whether such outstanding Loans are ABR Loans or LIBO Rate Loans; provided that the amount thereof shall be applied first to ABR Loans to the full extent thereof before application to the LIBO Rate Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16. Any prepayment of Initial Term Loans made on or prior to the date that is six months after the Closing Date pursuant to Section 2.11(b)(iii) as part of a Repricing Transaction shall be accompanied by the fee set forth in Section 2.5(e2.12(f). (a) andIn the event that the Aggregate Revolving Credit Exposure exceeds the Total Revolving Credit Commitment then in effect, after all the Borrower shall, within five Business Days of receipt of notice from the Administrative Agent, prepay the Revolving Loans have been prepaidor Swingline Loans and/or reduce LC Exposure in an aggregate amount sufficient to reduce such Aggregate Revolving Credit Exposure as of the date of such payment to an amount not to exceed the Total Revolving Credit Commitment then in effect by taking any of the following actions as it shall determine at its sole discretion: (A) prepayment of Revolving Loans or Swingline Loans or (B) with respect to the excess LC Exposure, make a deposit of Cash in the LC Collateral DepositAccount or “backstopping” or replacement of the relevant Letters of Credit, in each case, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if excess LC Exposure (iminus the amount then on deposit in the LC Collateral Account) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or and (b) at in the time event that the Aggregate Revolving Credit Exposure denominated in Canadian Dollars exceeds the Canadian Dollar Sublimit then in effect, the Borrower shall, within five Business Days of receipt of notice from the Administrative Agent, prepay the Revolving Loans denominated in Canadian Dollars in an aggregate amount sufficient to reduce such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers Aggregate Revolving Credit Exposure as of the date of such Asset Disposition and payment to an amount not to exceed the Canadian Dollar Sublimit then in effect. (viii) At the time of each prepayment required under Section 2.11(b)(i), (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien or (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(biii), the Borrowers agree Borrower shall deliver to provide the Administrative Agent with the calculations, substantially in the form of Exhibit H hereto, used a certificate signed by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days a Responsible Officer of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set Borrower setting forth in Section 2.5(e)). (d) In reasonable detail the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis calculation of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment such certificate shall specify the Borrowings being prepaid and the principal amount of each Borrowing (or portion thereof) to be prepaid. Prepayments shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date as required by Section 2.13. All prepayments of such prepayment, together with any additional amounts owing pursuant Borrowings under this Section 2.11(b) shall be subject to Section 2.152.16 and, in the case of prepayments under clause (iii) above as part of a Repricing Transaction, Section 2.12(f), but shall otherwise be without premium or penalty. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On the day of receipt by the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrowers The Borrower shall prepay the Loans (and such prepayment shall be applied or Cash Collateralize, as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (iapplicable) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers Obligations as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15.follows: (i) If, at any time, the Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations then outstanding exceeds the Total Revolving Loan Commitment at such time, the Borrower shall immediately (A) prepay the Swing Line Loans to the extent Swing Line Loans in a sufficient amount are then outstanding, (B) then prepay the Revolving Loans to the extent Revolving Loans in a sufficient amount are repaid then outstanding and (C) otherwise, if an Event of Default has occurred and is continuing, Cash Collateralize the Obligations in fullan amount equal to 105% of the then Effective Amount of the L/C Obligations, additional prepayments hereunder in an aggregate principal amount equal to such excess. (ii) The Borrower shall repay each Swing Line Loan on the earlier to occur of (A) the second Swing Line Settlement Date occurring after such Swing Line Loan is made and (B) the Revolving Loan Maturity Date. (iii) If, at any time after the Closing Date, any Loan Party sells or otherwise disposes of any assets (other than (x) sales made in the ordinary course of business and (y) other sales permitted under Section 5.02(c) (excluding Section 5.02(c)(v)(I) with respect to the asset sales only and Section 5.02(c)(xiii) thereof)) in any single transaction or series of related transactions and the Net Proceeds from such sale or disposition exceed $2,500,000, the Borrower shall, not later than thirty (30) days after the completion of each such sale or other disposition, prepay (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the manner set forth in Section 2.06(d), in each case, in an aggregate principal amount equal to one hundred percent (100%) of the Net Proceeds from any such sale or disposition. Notwithstanding the foregoing, the Borrower shall not be applied first, required to make a prepayment pursuant to this Section 2.06(c)(iii) with respect to any sale or other disposition (a “Relevant Sale”) if the Borrower advises the Administrative Agent in writing within thirty (30) days after the completion of each such Relevant Sale that the applicable Loan Party intends to reinvest all or any portion of such Net Proceeds in productive assets used in the business of the Loan Parties to the extent the reinvestment in such productive assets occurs within twelve (12) months after the date of such Relevant Sale, or, if the applicable Loan Party enters into a binding commitment during such twelve (12) month period, within 180 days after the expiration of such twelve (12) month period. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of the related replacement assets, the periods provided in the preceding sentence shall elapse or an Event of Default described in Section 6.01(a), (f) or (g) shall occur, then the Borrower shall immediately prepay (or Cash ----- Collateralize, as applicable), the outstanding Loans and other Obligations in the amount and in the manner described in the first sentence of this Section 2.06(c)(iii). (iv) If, at any time after the Closing Date, any Loan Party issues or incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures or other similar instruments but excluding Permitted Indebtedness, the Borrower shall, immediately after such issuance or incurrence, prepay (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the manner set forth in Section 2.06(d), in each case, in an aggregate principal amount equal to one hundred percent (100%) of the Net Proceeds of such Indebtedness. (v) If, at any time after the Closing Date, any Loan Party issues or sells any Equity Securities or receives any equity capital contribution from any other Person (other than through the issuance of (x) Equity Securities by any Loan Party to another Loan Party, (y) the contribution of capital by any Loan Party to another Loan Party or (z) any Equity Interest of any Person (A) pursuant to any employee stock or stock option compensation plan, (B) to the management of the target of a Permitted Acquisition by way of “roll-over” equity or pursuant to new subscription by such management or (C) the proceeds of such issuance are used to pay the purchase price of a pending Permitted Acquisition; provided that if (a) such Net Proceeds are not used to pay the purchase price of such Permitted Acquisition and (b) such Net Proceeds are not used to pay the purchase price of one or more other Permitted Acquisitions or used to make Investments permitted by this Agreement, in each case, within one (1) year after such Net Proceeds arise, such Net Proceeds shall be used to make prepayments subject to this Section 2.06(c)(v) without giving effect to this parenthetical) and receives aggregate Net Proceeds from all such issuances and sales of Equity Securities and such equity capital contributions in excess of $35,000,000, the Borrower shall, within (5) Business Days receipt of such Net Proceeds, prepay (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the manner set forth in Section 2.06(d), in each case, in an aggregate principal amount equal to the following applicable percentage of such aggregate Net Proceeds in excess of $35,000,000: (I) twenty five percent (25%) (when the Total Leverage Ratio as of the last day of the most recent fiscal quarter for which the Borrower has delivered Holdings’ Financial Statements is greater than or equal to 2.25:1.00), (II) ten percent (10%) (when the Total Leverage Ratio as of the last day of the most recent fiscal quarter for which the Borrower has delivered Holdings’ Financial Statements is greater than or equal to 2.00:1.00 but less than 2.25:1.00) and (III) zero percent (0%) (when the Total Leverage Ratio as of the last day of the most recent fiscal quarter for which the Borrower has delivered Holdings’ Financial Statements is less than 2.00:1.00). (vi) Not later than thirty (30) days after the date of receipt (the “Receipt Date”) by a Loan Party (or the Administrative Agent) of any Net Insurance Proceeds or Net Condemnation Proceeds which exceed $2,500,000 in connection with a particular circumstance or event, the Borrower shall prepay (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the manner set forth in Section 2.06(d) in an amount equal to such Net Insurance Proceeds or Net Condemnation Proceeds. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.06(c)(vi) with respect to any particular Net Insurance Proceeds or Net Condemnation Proceeds if the Borrower advises the Administrative Agent in writing within 30 days after the related Receipt Date that it or another Loan Party intends to (x) repair, restore or replace the assets from which such Net Insurance Proceeds or Net Condemnation Proceeds were derived or (y) invest in productive assets used in the business of the Loan Parties, to the extent such repair, restoration, replacement or investment is completed within twelve (12) months after the related Receipt Date or, if the applicable Loan Party enters into a binding commitment during such twelve (12) month period, within one hundred and eighty (180) days after the expiration of such twelve (12) month period. If, at any time after the occurrence of a Receipt Date and prior to the completion of the corresponding repair, restoration or replacement, the applicable periods provided in the preceding sentence shall elapse without the completion of the related repair, restoration or replacement, or an Event of Default described in Section 6.01(a), (f) or (g) shall occur, then the Borrower shall immediately prepay (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the amount and in the manner described in the first sentence of this Section 2.06(c)(vi). (vii) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment (or Cash Collateralization, as applicable) required under this Section 2.06(c), (A) a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment (or Cash Collateralization, as applicable) and (B) to the extent practicable, at least three days prior written notice of such prepayment (or Cash Collateralization, as applicable). Each notice of prepayment (or Cash Collateralization, as applicable) shall specify the prepayment (or Cash Collateralization, as applicable) date and the Type and principal amount of each Loan (or portion thereof) to be prepaid. In the event that the Borrower shall subsequently determine that the actual amount required to be prepaid (or Cash Collateralized, as applicable) was greater than the amount set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitments shall be permanently reduced) and/or deliver additional Cash Collateral Deposit andin an amount equal to the amount of such excess, and the Borrower shall concurrently therewith deliver to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower demonstrating the derivation of the additional amount resulting in such excess.

Mandatory Prepayments. (a) On Within five (5) Business Days after financial statements have been delivered or required to be delivered pursuant to Section 6.1(a), commencing with the day fiscal year ended December 31, 2021, if, and solely to the extent, Excess Cash Flow for any Fiscal Year exceeds $1,000,000, the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of receipt Loans equal to 50% of Excess Cash Flow (the “ECF Percentage”), if any, for the fiscal year covered by such financial statements; provided, that the ECF Percentage shall be reduced to 25% when the Consolidated Total Leverage Ratio as of the last date of the applicable fiscal year is less than or equal to 4.00 to 1.00 and shall be reduced to 0% when the Consolidated Total Leverage Ratio as of the last date of the applicable fiscal year is less than or equal to 3.50 to 1.00. (b) Subject to the payment of the amounts described in Section 2.7, if any Indebtedness shall be incurred by the Borrowers Borrower or --------------------- any of their Subsidiaries of Subsidiary thereof (excluding any Net Proceeds Indebtedness incurred in accordance with respect to an Asset DispositionSection 7.2), the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such the Net Proceeds; provided that no prepayment Cash Proceeds thereof shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based applied on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) incurrence toward the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets prepayment of the same type Loans and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied other amounts as set forth in Section 2.5(e2.6(d)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If on any date the Borrowers Borrower or any Subsidiary thereof shall receive Net Cash Proceeds from any Asset Sale (excluding an Asset Sale constituting the issuance of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved Capital Stock issued by the Agent in its reasonable discretionBorrower) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereofRecovery Event, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of the amount of such proceeds not so applied (and such prepayment Net Cash Proceeds thereof shall be applied applied, within five (5) Business Days of receiving such proceeds, to the prepayment of the Loans and other amounts as set forth in Section 2.5(e2.6(d)). (d) In ; provided that if the event Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer to the effect that the Borrowers Loan Parties intend to apply such Net Cash Proceeds from such event (or a portion thereof specified in such certificate), within three hundred sixty-five (365) days after receipt of such Net Cash Proceeds (or if the Borrower or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within three hundred sixty-five (365) days following receipt thereof, within one hundred eighty (180) days following the expiration of their Subsidiaries makes an Equity Offering during any period such three hundred sixty-five (365) day period), to acquire (or replace or rebuild) assets (excluding cash or Cash Equivalents) to be used in which a the business of the Borrower and its Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Borrowers Net Cash Proceeds specified in such certificate; provided further that to the extent of any such Net Cash Proceeds that have not been so applied by the end of such period (or such later period reasonably agreed to in writing (which may be by e-mail) by the Required Lenders), a prepayment shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, be required at such time in an amount equal to the such Net Cash Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Defaultthat have not been so applied. (id) Each prepayment of the Loans Amounts to be applied in connection with prepayments made pursuant to this Section 2.5 2.6 shall be applied to the outstanding amounts Loans in the manner specified by the Borrower in the applicable prepayment notice, in each case, in accordance with Section 2.12(b); provided, that in the absence of Incremental Loans and Revolving Loans on a pro rata basis determined on any direction provided by Borrower, Section 2.12(b) shall control for the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time application of such prepayment. Each prepayment of the Loans under this Section 2.6 shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant prepayment on the amount prepaid. The Borrower shall deliver to Section 2.15.the Administrative Agent (and the Administrative Agent shall promptly notify each Lender) (i) If, at any time, a notice of each prepayment of the Revolving Loans are repaid in full, additional prepayments hereunder whole or in part pursuant to this Section 2.6 by noon not less than three (3) Business Days (or such shorter period reasonably acceptable to the Administrative Agent) prior to the date such prepayment shall be applied firstmade (each, to make a Cash ----- Collateral Deposit and“Prepayment Date”). Such notice shall set forth (x) the Prepayment Date, (y) the aggregate amount of such prepayment and (z) the applicable clause under this Section 2.6 that such prepayment relates to, and (ii) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment.

Mandatory Prepayments. (a) On [Reserved.] (b) Subject to Section 2.12(g), not later than the day third Business Day following the receipt of receipt by the Borrowers or --------------------- any of their Subsidiaries 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 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 required. (c) Subject to Section 2.12(g), not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Casualty Event in respect of property with a fair market value immediately prior to such event equal to or greater than $1,000,000, the Borrower shall apply (or cause to be applied) 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.12(f). (d) Subject to Section 2.12(g), not later than five (5) Business Days after the date for delivery of the financial statements pursuant to Section 5.04(a), with respect to an Asset Dispositionthe related Excess Cash Flow Period, the Borrowers Borrower shall prepay 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 Excess Cash Flow Period less the amount of the ECF Prepayment Amount that would be applied to the prepayment of 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 (and but only to the extent such amount is so applied to the First Lien Loans) minus, (y) the sum of (A) to the extent not deducted in the calculation of Excess Cash Flow, voluntary prepayments of the Loans pursuant to Section 2.11 during such Excess Cash Flow Period plus (B) the amount applied to mandatory prepayments of principal of the Loans constituting PIK Interest added thereto; provided, however, that no such mandatory prepayment under this Section 2.12(d) shall be applied as set forth in Section 2.5(e)) andrequired to the extent that, after all Loans have been prepaidgiving effect thereto, make a the Unrestricted Cash Collateral Depositof 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 Proceeds; provided 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 with respect or permitted to an Asset -------- ---- Disposition be made pursuant to this Section 2.12 if (i) there are any Loans or commitments outstanding under the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable First Lien Credit Agreement except to the assets subject extent expressly permitted or required thereunder. (h) The Borrower shall deliver to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) Administrative Agent, at the time of such Asset Dispositioneach prepayment required under this Section 2.12, (i) plus (y) a certificate signed by a Financial Officer of the ---- Operating Cash Flow attributable to Borrower setting forth in reasonable detail the assets subject to all prior Asset Dispositions consummated since calculation of the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time amount of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition prepayment and (ii) to the Net Proceeds of any such Asset Dispositions are usedextent practicable, within one year at least two Business Days’ prior written notice of such disposition, to invest in assets prepayment. Each notice of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used J to this Agreement (or such other form as agreed to by the Borrowers in determining Administrative Agent) and shall specify the prepayment date and the principal amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied each Loan (or contractually committed pursuant portion thereof) to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement be prepaid. All prepayments of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment under this Section 2.12 shall be applied as set forth in subject to Section 2.5(e)). (d) In the event that the Borrowers 2.15, but shall otherwise be without premium or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one handpenalty, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued and unpaid interest and accrued commitment fees thereon on the principal amount to and including be prepaid to but excluding the date of payment. Following receipt of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any timecertificate, the Revolving Administrative Agent will promptly notify each Lender holding Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit andof the contents thereof and of such Lender’s pro rata share of the prepayment.

Mandatory Prepayments. (a) On If, at any time, the day Outstanding Amount, together with the amount of receipt the Swingline Loans, shall exceed the Borrowing Base in effect from time to time then any such excess amount shall be immediately due and payable without notice or demand by the Borrowers Administrative Agent or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrowers shall prepay the Loans Lenders. Any payments made by Borrower under this subsection (and such prepayment a) shall be applied as set forth in Section 2.5(e)) and, after all first to any outstanding Swingline Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal and then to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a)outstanding Revolving Loans. (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers Borrower shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds from any Asset Sale in excess of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00). Any amounts payable under this subsection (b) shall be payable concurrently with Borrower's receipt of any such Net Proceeds. (c) Borrower shall prepay the Loans in an amount equal to fifty percent (50%) of Excess Cash Flow for each Fiscal Year commencing with the Fiscal Year ending December 31, 2000, together with interest on the amount being prepaid. Any amounts payable under this subsection (c) shall be payable on or before the earlier of (i) the date on which the Financial Statements required to be delivered under Section 7.1.1. hereof in respect of such Equity Offering Fiscal Year are required to be delivered or (and ii) the date on which such prepayment Financial Statements are actually delivered. (d) Any amounts payable under this Section 2.6.8. shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied prior to the Revolving Credit Termination Date first to Swingline Loans, then to outstanding amounts of Incremental Revolving Loans and finally to outstanding Term Loans in inverse order of maturity and following the Revolving Credit Termination Date to outstanding Revolving Loans on a pro rata basis determined on the basis in inverse order of the amount maturity and then to outstanding Term Loans in inverse order of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15maturity. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On 100% of Principal Collateral Payments received by or on behalf of any Loan Party during the period from and including (x) initially, the Closing Date through and including October 31, 2012 and (y) thereafter, (i) the first day of receipt by each month through and including the Borrowers or --------------------- any fifteenth day of their Subsidiaries each month and (ii) the sixteenth day of any Net Proceeds with respect to an Asset Dispositioneach month through and including the last day of each month (each such period, the Borrowers shall prepay the Loans (and such prepayment a “Collection Period”) shall be applied no later than four Business Days following such Collection Period toward the prepayment of the Loans; provided, however, (x) to the extent the Coverage Ratio at the time of any Principal Collateral Payment, as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers Monthly Collateral Report delivered as of the date of such Asset Disposition Principal Collateral Payment, is greater than 1.375 to 1.00 but less than or equal to 1.50 to 1.00, then, no later than four Business Days following the applicable Collection Period, 50% of such Principal Collateral Payment shall be applied towards the prepayment of the Loans and (iiy) to the Net Proceeds extent the Coverage Ratio at the time of any such Asset Dispositions are usedPrincipal Collateral Payment, within one year as set forth in the most recent Monthly Collateral Report delivered as of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of such Principal Collateral Payment, is greater than 1.50 to 1.00, then 0% of such Principal Collateral Payment shall be applied towards the prepayment of the Loans; provided further, that to the extent any Asset Dispositionsuch Principal Collateral Payment in respect of any item of Collateral exceeds the then Designated Valuation Amount for such asset, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining Loan Parties may retain the amount of any such prepayment (or in determining excess that represents a prepayment is not required) under this Section 2.5(a)Loan Party Investment for such asset. (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days Each mandatory prepayment made after the earlier Closing Date pursuant to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment this Section 2.11 shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an ratably according to the outstanding principal amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used Loans then held by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (Banks and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds remaining installments required to be paid pursuant to Section 2.4 in the direct order of such Equity Offering (and such maturity. The application of any mandatory prepayment pursuant to this Section 2.11 shall be applied as the Agent shall elect in its sole discretion)made, first, to Base Rate Loans, and second, to Eurodollar Loans. No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to under this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment 2.11 shall be accompanied by payment in full of all accrued and unpaid interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15prepayment on the amount so prepaid. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On the day of receipt by the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrowers The Borrower shall prepay the Loans (and such prepayment shall be applied or Cash Collateralize, as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (iapplicable) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers Obligations as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15.follows: (i) If, at any time, the Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations then outstanding exceeds the Total Revolving Loan Commitment at such time, the Borrower shall immediately (A) prepay the Swing Line Loans to the extent Swing Line Loans in a sufficient amount are then outstanding, (B) then prepay the Revolving Loans to the extent Revolving Loans in a sufficient amount are repaid then outstanding and (C) otherwise, if an Event of Default has occurred and is continuing, Cash Collateralize the Obligations in fullan amount equal to 105% of the then Effective Amount of the L/C Obligations, additional prepayments hereunder in an aggregate principal amount equal to such excess. (ii) The Borrower shall repay each Swing Line Loan on the earlier to occur of (A) the second Swing Line Settlement Date occurring after such Swing Line Loan is made and (B) the Revolving Loan Maturity Date. (iii) If, at any time after the Closing Date, any Loan Party sells or otherwise disposes of any assets (other than (x) sales made in the ordinary course of business and (y) other sales permitted under Section 5.02(c) (excluding Section 5.02(c)(v)(I) with respect to the asset sales only and Section 5.02(c)(xiii) thereof)) in any single transaction or series of related transactions and the Net Proceeds from such sale or disposition exceed $2,500,000, the Borrower shall, not later than thirty (30) days after the completion of each such sale or other disposition, prepay (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the manner set forth in Section 2.06(d), in each case, in an aggregate principal amount equal to one hundred percent (100%) of the Net Proceeds from any such sale or disposition. Notwithstanding the foregoing, the Borrower shall not be applied first, required to make a prepayment pursuant to this Section 2.06(c)(iii) with respect to any sale or other disposition (a “Relevant Sale”) if the Borrower advises the Administrative Agent in writing within thirty (30) days after the completion of each such Relevant Sale that the applicable Loan Party intends to reinvest all or any portion of such Net Proceeds in productive assets used in the business of the Loan Parties to the extent the reinvestment in such productive assets occurs within twelve (12) months after the date of such Relevant Sale, or, if the applicable Loan Party enters into a binding commitment during such twelve (12) month period, within 180 days after the expiration of such twelve (12) month period. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of the related replacement assets, the periods provided in the preceding sentence shall elapse or an Event of Default described in Section 6.01(a), (f) or (g) shall occur, then the Borrower shall immediately prepay (or Cash ----- Collateralize, as applicable), the outstanding Loans and other Obligations in the amount and in the manner described in the first sentence of this Section 2.06(c)(iii). (iv) If, at any time after the Closing Date, any Loan Party issues or incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures or other similar instruments but excluding Permitted Indebtedness, the Borrower shall, immediately after such issuance or incurrence, prepay (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the manner set forth in Section 2.06(d), in each case, in an aggregate principal amount equal to one hundred percent (100%) of the Net Proceeds of such Indebtedness. (v) If, at any time after the Closing Date, any Loan Party issues or sells any Equity Securities or receives any equity capital contribution from any other Person (other than through the issuance of (x) Equity Securities by any Loan Party to another Loan Party, (y) the contribution of capital by any Loan Party to another Loan Party or (z) any Equity Securities of any Person (A) pursuant to any employee stock or stock option compensation plan, (B) to the management of the target of a Permitted Acquisition by way of “roll-over” equity or pursuant to new subscription by such management or (C) the proceeds of such issuance are used to pay the purchase price of a pending Permitted Acquisition; provided that if (a) such Net Proceeds are not used to pay the purchase price of such Permitted Acquisition and (b) such Net Proceeds are not used to pay the purchase price of one or more other Permitted Acquisitions or used to make Investments permitted by this Agreement, in each case, within one (1) year after such Net Proceeds arise, such Net Proceeds shall be used to make prepayments subject to this Section 2.06(c)(v) without giving effect to this parenthetical) and receives aggregate Net Proceeds from all such issuances and sales of Equity Securities and such equity capital contributions in excess of $35,000,000, the Borrower shall, within (5) Business Days receipt of such Net Proceeds, prepay (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the manner set forth in Section 2.06(d), in each case, in an aggregate principal amount equal to the following applicable percentage of such aggregate Net Proceeds in excess of $35,000,000: (I) twenty five percent (25%) (if the Borrower was not in compliance with the Total Leverage Ratio as of the last day of the most recent fiscal quarter for which the Borrower has delivered Holdings’ Financial Statements) and (II) at all other times, zero percent (0%). (vi) Not later than thirty (30) days after the date of receipt (the “Receipt Date”) by a Loan Party (or the Administrative Agent) of any Net Insurance Proceeds or Net Condemnation Proceeds which exceed $2,500,000 in connection with a particular circumstance or event, the Borrower shall prepay (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the manner set forth in Section 2.06(d) in an amount equal to such Net Insurance Proceeds or Net Condemnation Proceeds. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.06(c)(vi) with respect to any particular Net Insurance Proceeds or Net Condemnation Proceeds if the Borrower advises the Administrative Agent in writing within 30 days after the related Receipt Date that it or another Loan Party intends to (x) repair, restore or replace the assets from which such Net Insurance Proceeds or Net Condemnation Proceeds were derived or (y) invest in productive assets used in the business of the Loan Parties, to the extent such repair, restoration, replacement or investment is completed within twelve (12) months after the related Receipt Date or, if the applicable Loan Party enters into a binding commitment during such twelve (12) month period, within one hundred and eighty (180) days after the expiration of such twelve (12) month period. If, at any time after the occurrence of a Receipt Date and prior to the completion of the corresponding repair, restoration or replacement, the applicable periods provided in the preceding sentence shall elapse without the completion of the related repair, restoration or replacement, or an Event of Default described in Section 6.01(a), (f) or (g) shall occur, then the Borrower shall immediately prepay (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the amount and in the manner described in the first sentence of this Section 2.06(c)(vi). (vii) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment (or Cash Collateralization, as applicable) required under this Section 2.06(c), (A) a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment (or Cash Collateralization, as applicable) and (B) to the extent practicable, at least three days prior written notice of such prepayment (or Cash Collateralization, as applicable). Each notice of prepayment (or Cash Collateralization, as applicable) shall specify the prepayment (or Cash Collateralization, as applicable) date and the Type and principal amount of each Loan (or portion thereof) to be prepaid. In the event that the Borrower shall subsequently determine that the actual amount required to be prepaid (or Cash Collateralized, as applicable) was greater than the amount set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Loans and/or deliver additional Cash Collateral Deposit andin an amount equal to the amount of such excess, and the Borrower shall concurrently therewith deliver to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower demonstrating the derivation of the additional amount resulting in such excess.

Mandatory Prepayments. (a) On the day of receipt by the Borrowers or --------------------- If any of their Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrowers shall prepay the Loans (and such prepayment Indebtedness shall be applied as set forth issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 2.5(e7.2 (other than Indebtedness incurred pursuant to Section 7.2(f)(ii)) and), after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such the Net Proceeds; provided that no prepayment Cash Proceeds thereof shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based applied on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) issuance or incurrence toward the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets prepayment of the same type and use Term Loans as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to set forth in Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a2.12(d). (b) In 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, which, together with the event that at Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, then, unless a Reinvestment Notice shall be delivered in respect thereof, 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 such date of receipt toward the end 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) Subject to Section 2.12(e), if, for any fiscal year of the Borrowers Borrower commencing with the fiscal year ending on and after December 3128, 1999 2013, there shall exist be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to the ECF Percentage of such Excess Cash Flow (such amount, the “Adjusted ECF Amount”) toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that the Adjusted ECF Amount shall be reduced dollar-for-dollar (without duplication of amounts previously deducted from the Adjusted ECF Amount) by the aggregate amount of optional prepayments of the Tranche A Term Loans made pursuant to Section 2.11 or Section 10.6(b) (provided that with respect to any prepayment pursuant to Section 10.6(b) made by Borrower, 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 the aggregate amount of optional prepayments of the Revolving Loans made pursuant to Section 2.11 to the extent accompanied by an equivalent permanent reduction in the Revolving Commitments, in each case made during the applicable fiscal year, then year or after the end of the applicable fiscal year but before the applicable Excess Cash Flow Application Date. Each such prepayment shall be made on the a date which is ten Business Days (an “Excess Cash Flow Application Date”) no later than five days after the earlier to occur of (i) the date upon on which the audited financial statements of the Borrowers Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such fiscal year become available prepayment is made, are required to be delivered to the Lenders and (ii) the 120th day after the end of date such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which financial statements are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e))actually delivered. (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal Amounts to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans connection with prepayments made pursuant to this Section 2.5 2.12 shall be applied to the outstanding amounts prepayment of Incremental the Term Loans and Revolving in accordance with Section 2.18(b). The application of any prepayment pursuant to Section 2.12 shall be made, first, to ABR Loans on a pro rata basis determined and, second, to Eurocurrency Loans. Each prepayment of the Term Loans under Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the basis 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 Incremental LoansNet Cash Proceeds from any Asset Sale or Recovery Event or the Adjusted ECF Amount, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15.as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary, Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary or any portion of the Adjusted ECF Amount attributed to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the 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 the Adjusted ECF Amount 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) 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 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 by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds or Adjusted ECF Amount, as applicable, is permitted under the applicable local law, the 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 Notice has been or shall be validly delivered pursuant to Section 2.12(b) in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary, Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary or any portion of the Adjusted ECF Amount attributed to a Foreign Subsidiary, in each case, to the extent that the Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence. Any amount that is excluded from the calculation of Net Cash Proceeds or the Adjusted ECF Amount 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) and may be deducted from any amounts otherwise due under Section 2.12(b) or 2.12(c). Once the Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds or Adjusted ECF Amount , as applicable, would cease to result in adverse tax consequences, the 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 Notice has been or shall be validly delivered pursuant to Section 2.12(b) in respect of such Net Cash Proceeds or to the extent Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to the contrary in this Section 2.12, in no event shall the Borrower be required to repatriate cash of Non-Domestic Subsidiaries. (f) If, at on any timeCalculation Date, (i) the aggregate Dollar Equivalents of the aggregate outstanding principal amounts of Foreign Currency Loans exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrower shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans 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 Loans are repaid Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in fulla currency other than Dollars) exceed the Total Revolving Commitments, additional prepayments hereunder shall be applied firstand 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 four consecutive Business Days thereafter, to make then on such fourth Business Day thereafter, the Borrower shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions 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 Cash ----- Collateral Deposit andcurrency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) On If, for any fiscal year of BA commencing with the day of receipt by the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset Dispositionfiscal year ending December 31, 2013, there shall be Excess Cash Flow for such fiscal year, the Borrowers shall prepay shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all optional prepayments of the Loans (and during such fiscal year, toward the prepayment shall be applied of the Loans as set forth in Section 2.5(e4.2(e), but excluding for the avoidance of doubt any prepayment or cancellation of Loans pursuant to Section 11.6(g). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) andno later than five days after the earlier of (i) the date on which the financial statements referred to in Section 7.1(a), after all Loans have been prepaidfor the fiscal year with respect to which such prepayment is made, make a Cash Collateral Depositare required to be delivered to the Administrative Agent and (ii) the date such financial statements are actually delivered to the Administrative Agent. (b) If any Indebtedness (other than Excluded Indebtedness) shall be issued or incurred by any of the Borrowers or any of their respective Subsidiaries, in the Borrowers shall apply, on the date of such issuance or incurrence, an amount equal to 100% of such the Net Proceeds; provided that no Cash Proceeds thereof toward the prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e4.2(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If any of the Borrowers or any of their respective Subsidiaries shall receive insurance proceeds Net Cash Proceeds (or condemnation proceeds with respect to Net Cash Proceeds shall be received on behalf of any of the Borrowers or any of their Properties which are not fully applied respective Subsidiaries) (including cash proceeds subsequently received (as and when received) in respect of noncash consideration initially received) from any Asset Sale or contractually committed pursuant to contract(s) approved by the Agent Recovery Event then, unless a Reinvestment Notice shall be delivered within 10 days in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt respect thereof, the Borrowers shallshall apply on such date an amount equal to such Net Cash Proceeds toward the prepayment of the Loans as set forth in Section 4.2(e); provided, that, notwithstanding the foregoing, on such 90th day prepay each Reinvestment Prepayment Date, the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in Borrowers shall apply an amount equal to the amount Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event toward the prepayment of such proceeds not so applied (and such prepayment shall be applied the Loans as set forth in Section 2.5(e)4.2(e). (d) In The Borrowers shall notify the event that Administrative Agent of the occurrence of a Change of Control within one Business Day thereof, and the Administrative Agent shall promptly thereafter notify the Lenders thereof. At any time prior to the 30th day following delivery of the notice by the Administrative Agent to the Lenders pursuant to the preceding sentence (the “Purchase Date”), each Lender shall have the right, by notice to the Borrowers and the Administrative Agent, to require the Borrowers, on the Purchase Date, to prepay in full (but not in part) the outstanding principal amount of such Lender’s Tranche B-1 Loans and Tranche B-2 Loans at a purchase price equal to 101% of the principal amount of such Loans, together with accrued and unpaid interest on the principal amount thereof to but excluding the date of payment, and all other amounts then due to such Lender (including amounts payable under Section 4.11, but (for the avoidance of doubt excluding any Applicable Premium) under the Loan Documents. (e) Subject to Section 4.8(b), amounts to be applied in connection with prepayments made pursuant to this Section 4.2 shall be applied (x) on a pro rata basis as between each Class of Loans and (y) to reduce on a pro rata basis the remaining scheduled installments of principal (including the final scheduled installment on the Maturity Date (or such later maturity date of any Loans extended in accordance with Section 3.3)) due in respect of their Subsidiaries makes an Equity Offering during each Class of Loans. The application of any period in which a Default has occurred and is continuingprepayment pursuant to Section 4.2 shall be made, the Borrowers shall immediately prepay the first, to Base Rate Loans and, after all Loans have been prepaidsecond, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion)LIBOR Loans. No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to Section 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. If a LIBOR Loan is prepaid pursuant to Section 4.2 on any day other than the last day of the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 4.11. (f) Notwithstanding anything herein to the contrary, 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 made by the Borrowers pursuant to this Section 2.5 4.2, to decline all of any prepayment of its Loans pursuant to clauses (a), (b) or (c) of this Section 4.2, in which case the aggregate amount of the prepayment that would have been applied to prepay such Loans but was so declined shall be applied re-offered to the outstanding amounts of Incremental Loans and Revolving Loans those Lenders who have initially accepted such prepayment (such re-offer to be made (x) on a pro rata basis determined across each Class of Loans and (y) to each such Lender of a particular Class based on the basis percentage which such Lender’s Loans of that Class represents of the aggregate Loans of all such Lenders of that Class who have initially accepted such prepayment). In the event of such a re-offer, the relevant Lenders may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, to decline all of the amount of Incremental Loanssuch prepayment that is re-offered to them, on in which case the one handaggregate amount of the prepayment that would have been applied to prepay such Loans pursuant to such re-offer but was so declined (any such amount, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment a “Retained Amount”) shall be accompanied retained by payment in full of all accrued interest and accrued commitment fees thereon the Borrowers to and including the date of such prepayment, together with be used for any additional amounts owing other purpose permitted pursuant to Section 2.15the Available Basket Amount. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On Unless the day of receipt by Required Lenders shall otherwise agree, if on any date the Borrowers Borrower or --------------------- any of their its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale and the ratio of any Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to such Asset Sale, would exceed 6.25 to 1.00, then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of such Net Cash Proceeds shall be applied on or prior to the 10th day after such date to the prepayment of the Term Loans in accordance with Sections 2.7(d) and 2.13); provided 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 an Asset Disposition, the Borrowers shall prepay the Loans (and such prepayment relevant Reinvestment Event shall be applied as set forth to the prepayment of Term Loans in Section 2.5(e)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, after all Loans have been prepaidif any, make the subsidiary acting in a Cash Collateral Depositcapacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements) (excluding any Indebtedness incurred in accordance with Section 7.2), in an amount equal to 100% of such the Net Proceeds; provided that no prepayment Cash Proceeds thereof shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based applied on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) incurrence to the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets prepayment of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral DepositTerm Loans, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent accordance with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (cSections 2.7(d) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e))2.13. (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal Amounts to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such connection with any prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans made pursuant to this Section 2.5 2.7 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis prepayment of the amount Term Loans. The application of Incremental any prepayment pursuant to Section 2.7 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment of Term Loans under Section 2.7 (except in the case of Base Rate Loans) shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15prepayment on the amount prepaid. (ie) If, at on any timeCalculation Date, (i) the Dollar Equivalent of the aggregate outstanding principal amounts of Revolving Credit Loans in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit, or (ii) the Dollar Equivalent of the sum of the aggregate principal amount of all Revolving Credit Loans then outstanding and the L/C Obligations then outstanding exceeds an amount equal to 105% of the Total Revolving Credit Commitments, the Borrower shall, following notice thereof from the Administrative Agent, without demand therefor, promptly, but in any event within 5 days after such notice, repay such of the outstanding Revolving Credit Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit andthe amount of such excess.

Mandatory Prepayments. (a) On the day of receipt by the Borrowers Upon any Equity Issuance or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset DispositionDebt Incurrence, the Borrowers Borrower shall prepay the Loans (and such prepayment Loans, and/or the Commitments shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Depositsubject to automatic permanent reduction, in an aggregate amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Cash Proceeds of any such Asset Dispositions are usedthereof, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment and reduction to be effected in each case (except as provided in the immediately following sentence) within three Business Days after such Equity Issuance or Debt Incurrence by, first, ratably prepaying the then outstanding Loans and, second, after all outstanding Loans have been prepaid in determining that a full, permanently reducing the Commitments then in effect. If any prepayment is not required) of Loans required under this Section 2.5(a). (b2.08(b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially would result in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (cBorrower incurring breakage costs under Section 8.04(c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied Eurodollar Rate Loans having an Interest Period with a duration of, or expiring within, one month or less (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward “Affected Loans”), at the repair or replacement of such damaged or condemned Property within 90 days request of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in Borrower an amount equal to the aggregate principal amount of such proceeds not so applied (and such prepayment the Affected Loans, together with accrued interest thereon to the date of deposit, shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, deposited in an amount equal escrow account pursuant to arrangements reasonably satisfactory to the Net Proceeds of such Equity Offering (Borrower and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under holding the Loan Documents upon Affected Loans and applied to the occurrence and during the continuance of a Default. (i) Each prepayment of the Affected Loans pursuant to this Section 2.5 on the last day of the next-expiring Interest Period for the Affected Loans (or such earlier date or dates as shall be applied to requested by the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepaymentBorrower), together with any additional amounts owing pursuant to accrued interest on the Affected Loans at the rate provided for in Section 2.152.05(a)(ii). (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On the day of receipt by the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset Dispositionbefore December 30, the Borrowers 2011, Borrower shall prepay the Loans (and such Term Loan without penalty in an amount not less than $100,000, which prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% reduce the unpaid principal of such Net Proceeds; provided that no prepayment the Term Loan and shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based applied on the most recent financial statements received by remote principal installment or installments of the Agent under Section 5.1(a) Term Loan then unpaid. If Borrower sells its property, and the leasehold interest in the restaurant, located at 0000 X. Xxxxxxx Parkway in Littleton, Colorado on or (b) at the time before December 30, 2011, then upon receipt of such Asset Disposition) plus (y) $100,000 prepayment on or before December 30, 2011, Bank shall release, terminate and satisfy its security interest in the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (basedproperty located at 0000 X. Xxxxxxx Parkway in Littleton, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a)Colorado. (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers Borrower shall prepay the Loans (Term Loan without penalty, together with any amounts due to Bank under any interest rate swap agreement between Borrower and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral DepositBank, in an amount equal to the amount net proceeds from any sale of such any stock or other equity interest in Borrower, which proceeds not so applied (and shall be paid directly to Bank. Each such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Term Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment shall be due and payable immediately upon such sale of the Loans pursuant to this Section 2.5 any stock or other equity interest in Borrower and (ii) shall be applied to reduce the outstanding amounts unpaid principal of Incremental Loans the Term Loan and Revolving Loans on a pro rata basis determined shall be applied on the basis most remote principal installment or installments of the amount of Incremental LoansTerm Loan then unpaid. (c) Borrower's prepayment obligations set forth in this Section 1.5 shall be without prejudice to Borrower's obligations under any interest rate swap agreement between Borrower and Bank, on which shall remain in full force and effect subject to the one hand, and Revolving Loans, on the other hand, outstanding at the time terms of such prepayment. Each prepayment shall be accompanied by payment interest rate swap agreement (including provisions that may require a reduction, modification or early termination of a swap transaction, in full of all accrued interest and accrued commitment fees thereon to and including whole or in part, in the date event of such prepayment, together and may require Borrower to pay any fees or other amounts for such reduction, modification or early termination), and no such fees or amounts shall be deemed a penalty hereunder or otherwise." 3. Sections 4.9(a), 4.9(b) and 4.9(c) are hereby amended and restated to read in their entirety as follows: (a) Net Worth not less than $2,500,000 at any time on or after December 31, 2012, with "Net Worth" defined as the aggregate of total stockholders' equity plus debt subject to a subordination agreement in favor of and acceptable to Bank, less any additional amounts owing pursuant to Section 2.15intangible assets, all determined for GTR on a consolidated basis. (ib) If, Total Liabilities divided by Tangible Net Worth not greater than 3.0 to 1.0 at any time, with "Total Liabilities" defined as the Revolving Loans are repaid aggregate of current liabilities and non-current liabilities less debt subject to a subordination agreement in fullfavor of and acceptable to Bank, additional and with "Tangible Net Worth" as defined above, all determined for GTR on a consolidated basis. (c) EBITDA Coverage Ratio not less than (i) 0.30 to 1.00 as of the end of the fiscal quarter ending June 30, 2012, (ii) 0.70 to 1.00 as of the end of the fiscal quarter ending September 30, 2012, and (iii) 0.90 to 1.00 as of the end of each fiscal quarter thereafter, determined on a rolling 4-quarter basis with "EBITDA" defined as net profit before tax plus interest expense payable in cash (net of capitalized interest expense), depreciation expense and amortization expense, less dividends, with "EBITDA Coverage Ratio" defined as EBITDA divided by the aggregate of total interest expense payable in cash plus the prior period current maturity of long-term debt (but specifically excluding any prepayments hereunder shall be applied firstrequired by Section 1.5 above) and the prior period current maturity of debt subject to a subordination agreement in favor of and acceptable to Bank, all determined for GTR on a consolidated basis." 4. Section 6.1(d) is hereby amended and restated to make a Cash ----- Collateral Deposit andread in its entirety as follows:

Mandatory Prepayments. (ai) On The Borrower shall prepay Loans, without premium or penalty, but subject to Section 2.15, with (A) 100% of the day Net Cash Proceeds received from Asset Sales (other than such Net Cash Proceeds to the extent that they (x) arise from an Asset Sale (or a series of receipt by related Asset Sales) in an amount less than $10,000,000, and (y) do not exceed $25,000,000 in aggregate during any single fiscal year of the Borrowers Borrower), provided, however, that the Borrower may elect to commit to reinvest such Net Cash Proceeds in its or --------------------- any of their Subsidiaries its Subsidiaries’ business within twelve months of any the receipt of such Net Cash Proceeds with respect (such election to an Asset Dispositionbe made by a written notice to the Administrative Agents describing such proposed reinvestment in reasonable detail), the Borrowers shall prepay the Loans (and in which case such prepayment amounts shall be applied to repay the Revolving Loans then outstanding, if any, or otherwise (if none are outstanding) as set forth in Section 2.5(e)) anddirected by the Borrower, after all provided, further, that to the extent the Borrower does not so reinvest such proceeds within such period, it shall prepay, at the expiration of such twelve month period, the outstanding Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceedsnon-reinvested proceeds; provided that no prepayment shall be required and (B) if the credit rating for the Facilities is not at least BBB- and at least Baa3 (as respectively rated by S&P and Xxxxx’x, and in each case with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) a stable or (bpositive outlook) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time receipt of such Asset Disposition) exceeding 15Net Cash Proceeds, 100% of the Operating Net Cash Flow Proceeds received from any issuance of Indebtedness of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject Borrower or its Subsidiaries pursuant to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a6.01(B)(o). (bii) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect The mandatory prepayments referred to such fiscal year, then on the date which is ten Business Days after the earlier to occur of in paragraph (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment above shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior first to the date of any prepayment required by this Term Loans to reduce the remaining future quarterly installment amounts thereof payable under Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c2.09(a)(ii) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one handbasis, and second to outstanding Revolving Loans, on the other hand, and thereafter to cash-collateralization of outstanding at the time Letters of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15Credit. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On If at any time the day of receipt by Facility Usage exceeds the Borrowers Aggregate Commitment (whether due to a reduction in the Aggregate Commitment in accordance with this Agreement or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset Dispositionotherwise), the Borrowers Borrower shall immediately upon demand prepay the principal of the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if excess (i) the consummation of such Asset Disposition would not result and, in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaidare repaid in full and an excess amount still exist, make a provide Cash Collateral Depositin accordance with Section 2.14, if applicable) in an amount at least equal to 50% such excess. Each prepayment of such Excess Cash Flow; provided that no such prepayment principal under this section shall -------- ---- be required if accompanied by all interest then accrued and unpaid on the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1principal so prepaid. On Any principal or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed interest prepaid pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment this section shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period addition to, and not in which a Default has occurred and is continuinglieu of, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal payments otherwise required to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders paid under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (ib) If, at On or before the date that is 180 days after the receipt by any timeRestricted Person of any Net Cash Proceeds, the Revolving Loans are repaid Borrower shall use 100% of such Net Cash Proceeds that have not been reinvested (or committed to be reinvested within 90 days after the end of such 180-day period, in fullwhich case the Borrower shall apply any such Net Cash Proceeds that have not been reinvested by the end of such 90-day period in accordance with this clause) in Midstream Assets to, additional prepayments hereunder shall be applied first, prepay the Loans (with such Net Cash Proceeds applied in accordance with Section 2.15), and second, Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.14. Notwithstanding the foregoing, nothing contained in this Section 2.7(b) shall permit any Restricted Person to make a Cash ----- Collateral Deposit andany Disposition not already permitted under Section 5.5.

Mandatory Prepayments. (a) On the day of receipt by the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrowers The Borrower shall prepay the Loans (and such prepayment shall be applied or Cash Collateralize, as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (iapplicable) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers Obligations as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15.follows: (i) If, at any time, the Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations then outstanding exceeds the Total Revolving Loan Commitment at such time, the Borrower shall immediately (A) prepay the Swing Line Loans to the extent Swing Line Loans in a sufficient amount are then outstanding, (B) then prepay the Revolving Loans to the extent Revolving Loans in a sufficient amount are repaid then outstanding and (C) otherwise, if an Event of Default has occurred and is continuing, Cash Collateralize the Obligations in fullan amount equal to 105% of the then Effective Amount of the L/C Obligations, additional prepayments hereunder in an aggregate principal amount equal to such excess. (ii) The Borrower shall repay each Swing Line Loan on the earlier to occur of (A) the second Swing Line Settlement Date occurring after such Swing Line Loan is made and (B) the Revolving Loan Maturity Date. (iii) If, at any time after the Closing Date, any Loan Party sells or otherwise disposes of any assets (other than (x) sales made in the ordinary course of business and (y) other sales permitted under Section 5.02(c) (excluding Section 5.02(c)(v)(I) with respect to the asset sales only and Section 5.02(c)(xiii) thereof)) in any single transaction or series of related transactions and the Net Proceeds from such sale or disposition exceed $2,500,000, the Borrower shall, not later than thirty (30) days after the completion of each such sale or other disposition, prepay (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the manner set forth in Section 2.06(d), in each case, in an aggregate principal amount equal to one hundred percent (100%) of the Net Proceeds from any such sale or disposition. Notwithstanding the foregoing, the Borrower shall not be applied first, required to make a prepayment pursuant to this Section 2.06(c)(iii) with respect to any sale or other disposition (a “Relevant Sale”) if the Borrower advises the Administrative Agent in writing within thirty (30) days after the completion of each such Relevant Sale that the applicable Loan Party intends to reinvest all or any portion of such Net Proceeds in productive assets used in the business of the Loan Parties to the extent the reinvestment in such productive assets occurs within twelve (12) months after the date of such Relevant Sale, or, if the applicable Loan Party enters into a binding commitment during such twelve (12) month period, within 180 days after the expiration of such twelve (12) month period. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of the related replacement assets, the periods provided in the preceding sentence shall elapse or an Event of Default described in Section 6.01(a), (f) or (g) shall occur, then the Borrower shall immediately prepay (or Cash ----- Collateralize, as applicable), the outstanding Loans and other Obligations in the amount and in the manner described in the first sentence of this Section 2.06(c)(iii). (iv) If, at any time after the Closing Date, any Loan Party issues or incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures or other similar instruments but excluding Permitted Indebtedness, the Borrower shall, immediately after such issuance or incurrence, prepay (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the manner set forth in Section 2.06(d), in each case, in an aggregate principal amount equal to one hundred percent (100%) of the Net Proceeds of such Indebtedness. (v) If, at any time after the Closing Date, any Loan Party issues or sells any Equity Securities or receives any equity capital contribution from any other Person (other than through the issuance of (x) Equity Securities by any Loan Party to another Loan Party, (y) the contribution of capital by any Loan Party to another Loan Party or (z) any Equity Interest of any Person (A) pursuant to any employee stock or stock option compensation plan, (B) to the management of the target of a Permitted Acquisition by way of “roll-over” equity or pursuant to new subscription by such management or (C) the proceeds of such issuance are used to pay the purchase price of a pending Permitted Acquisition; provided that if (a) such Net Proceeds are not used to pay the purchase price of such Permitted Acquisition and (b) such Net Proceeds are not used to pay the purchase price of one or more other Permitted Acquisitions or used to make Investments permitted by this Agreement, in each case, within one (1) year after such Net Proceeds arise, such Net Proceeds shall be used to make prepayments subject to this Section 2.06(c)(v) without giving effect to this parenthetical) and receives aggregate Net Proceeds from all such issuances and sales of Equity Securities and such equity capital contributions in excess of $35,000,000, the Borrower shall, within (5) Business Days receipt of such Net Proceeds, prepay (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the manner set forth in Section 2.06(d), in each case, in an aggregate principal amount equal to the following applicable percentage of such aggregate Net Proceeds in excess of $35,000,000: (I) twenty five percent (25%) (if the Borrower was not in compliance with the Total Leverage Ratio as of the last day of the most recent fiscal quarter for which the Borrower has delivered Holdings’ Financial Statements) and (II) at all other times, zero percent (0%). (vi) Not later than thirty (30) days after the date of receipt (the “Receipt Date”) by a Loan Party (or the Administrative Agent) of any Net Insurance Proceeds or Net Condemnation Proceeds which exceed $2,500,000 in connection with a particular circumstance or event, the Borrower shall prepay (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the manner set forth in Section 2.06(d) in an amount equal to such Net Insurance Proceeds or Net Condemnation Proceeds. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.06(c)(vi) with respect to any particular Net Insurance Proceeds or Net Condemnation Proceeds if the Borrower advises the Administrative Agent in writing within 30 days after the related Receipt Date that it or another Loan Party intends to (x) repair, restore or replace the assets from which such Net Insurance Proceeds or Net Condemnation Proceeds were derived or (y) invest in productive assets used in the business of the Loan Parties, to the extent such repair, restoration, replacement or investment is completed within twelve (12) months after the related Receipt Date or, if the applicable Loan Party enters into a binding commitment during such twelve (12) month period, within one hundred and eighty (180) days after the expiration of such twelve (12) month period. If, at any time after the occurrence of a Receipt Date and prior to the completion of the corresponding repair, restoration or replacement, the applicable periods provided in the preceding sentence shall elapse without the completion of the related repair, restoration or replacement, or an Event of Default described in Section 6.01(a), (f) or (g) shall occur, then the Borrower shall immediately prepay (or Cash Collateralize, as applicable) the outstanding Loans and other Obligations in the amount and in the manner described in the first sentence of this Section 2.06(c)(vi). (vii) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment (or Cash Collateralization, as applicable) required under this Section 2.06(c), (A) a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment (or Cash Collateralization, as applicable) and (B) to the extent practicable, at least three days prior written notice of such prepayment (or Cash Collateralization, as applicable). Each notice of prepayment (or Cash Collateralization, as applicable) shall specify the prepayment (or Cash Collateralization, as applicable) date and the Type and principal amount of each Loan (or portion thereof) to be prepaid. In the event that the Borrower shall subsequently determine that the actual amount required to be prepaid (or Cash Collateralized, as applicable) was greater than the amount set forth in such -66- certificate, the Borrower shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitments shall be permanently reduced) and/or deliver additional Cash Collateral Deposit andin an amount equal to the amount of such excess, and the Borrower shall concurrently therewith deliver to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower demonstrating the derivation of the additional amount resulting in such excess.

Mandatory Prepayments. (a) On (i) If there shall be Excess Cash Flow for any Fiscal Year as of the last day of receipt by which the Borrowers aggregate outstanding principal amount of the Term Loans equals or --------------------- any exceeds Twenty Million Dollars ($20,000,000), Borrower shall, on the relevant Excess Cash Flow Application Date, apply thirty-three percent (33%) of their Subsidiaries such Excess Cash Flow toward the prepayment of any Net Proceeds with respect to an Asset Disposition, the Borrowers shall prepay the Term Loans (and such prepayment shall be applied other amounts as set forth in Section 2.5(e2.13(b), and (ii) andif there shall be Excess Cash Flow for any Fiscal Year as of the last day of which the aggregate outstanding principal amount of the Term Loans equals or exceeds Ten Million Dollars ($10,000,000) but is less than Twenty Million Dollars ($20,000,000), after all Loans have been prepaidBorrower shall, make a on the relevant Excess Cash Collateral DepositFlow Application Date, in an amount equal to 100% apply twenty-five percent (25%) of such Net Proceeds; provided that no Excess Cash Flow toward the prepayment of the Term Loans and other amounts as set forth in Section 2.13(b). Each such prepayment shall be required with respect to made on a date (each an Asset -------- ---- Disposition if (i“Excess Cash Flow Application Date”) occurring no later than the consummation earliest of such Asset Disposition would not result in (x) the Operating Cash Flow attributable date on which the financial statements of 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 assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus Administrative Agent, (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent date such financial statements received by the Agent under Section 5.1(aare actually delivered and (z) or (b) at the time March 31st of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a)year. (b) In Amounts to be applied in connection with prepayments made pursuant to this Section 2.13 shall be applied to the event that at the end prepayment of any fiscal year installments due in respect of the Borrowers ending Term Loans in reverse order of maturity and in accordance with Sections 2.3 and 2.19(b) (provided that any Term Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”), in which case the Declined Amount shall be distributed to the prepayment, on and after December 31a pro rata basis, 1999 there of the Term Loans held by Term Lenders that have elected to accept such Declined Amounts. Each prepayment of the Loans under this Section 2.13 shall exist Excess Cash Flow with respect be accompanied by accrued interest to the date of such fiscal year, then prepayment on the date which is ten amount prepaid. Borrower shall deliver to the Administrative Agent and each Term Lender notice of each prepayment of Term Loans in whole or in part pursuant to this Section 2.13 not less than five (5) Business Days after prior to the earlier to occur of date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and Mandatory Prepayment Date, (ii) the 120th day after the end aggregate amount of such fiscal yearprepayment, and (iii) the Borrowers shall prepay the Loans options of each Term Lender to (and x) decline or accept its share of such prepayment shall be applied as set forth in Section 2.5(e)and (y) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided accept Declined Amounts. Any Term Lender that no wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall -------- ---- be required if notify the Maximum Total Debt Ratio as of the end of such fiscal year is less Administrative Agent by facsimile not later than 4.50:1. On or three (3) Business Days prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepaymentMandatory Prepayment Date. (c) If Borrower shall deliver to the Borrowers or any Administrative Agent, at the time of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by Borrower setting forth in reasonable detail the Agent in its reasonable discretion) toward the repair or replacement calculation of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied prepayment and (ii) to the extent practicable, at least ten (10) days’ prior written notice of such prepayment (and such the Administrative Agent shall promptly provide the same to each Lender). Each notice of prepayment shall specify the prepayment and the principal amount of the Term Loan to be applied as set forth in Section 2.5(e))prepaid. (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such No prepayment fee shall be applied as the Agent shall elect payable in its sole discretion). No such prepayment shall limit or restrict the rights and remedies respect of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans any mandatory prepayments made pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.152.13. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. Subject to the provisions of the Senior Loan Agreement, on each date on which Lender actually receives a distribution of Net Proceeds, and if Lender is not obligated to make such Net Proceeds available to Borrower for a Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (a100%) On of such Net Proceeds together with interest that would have accrued on such amounts through the day of receipt by the Borrowers or --------------------- any of their Subsidiaries next Monthly Payment Date. The full amount of any Net Proceeds with respect to an Asset Disposition, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth to the Debt in the order specified in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an 2.3.1 and any amount equal to 100% of such Net Proceeds; provided prepayment in excess of that no prepayment shall required to pay the Debt in full and such interest shall, if any of the Junior A Mezzanine Loan or the Junior B Mezzanine Loan is in existence, be required with respect to an Asset -------- ---- Disposition if paid in the following order of priority: (ia) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable first to the assets subject Junior A Mezzanine Loan and to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or Preferred Equity Investment, pari passu; (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable second to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition Junior B Mezzanine Loan; and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans andthird, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by indefeasible payment in full of all accrued interest obligations under the Senior Loan Documents, the Loan Documents, the Junior A Mezzanine Loan Documents and accrued commitment fees thereon the Junior B Mezzanine Loan Documents, to and including the date of such prepayment, together Borrower. No Yield Maintenance Payment (or other prepayment premium or fee) shall be due in connection with any additional amounts owing prepayment made pursuant to this Section 2.15. (i) If2.4.2. Any prepayment received by Lender pursuant to this Section 2.4.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Debt in an interest bearing account, at any timewith such interest accruing to the benefit of Borrower, the Revolving Loans are repaid in full, additional prepayments hereunder and shall be applied first, to make a Cash ----- Collateral Deposit andby Lender on the next Monthly Payment Date.

Mandatory Prepayments. (a) On the day of receipt by the Borrowers or --------------------- If any of their Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrowers shall prepay the Loans (and such prepayment Indebtedness shall be applied issued or incurred by any Consolidated Entity (other than as set forth in permitted under Section 2.5(e6.01)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of the Net Cash Proceeds shall be applied on the date of such Net Proceedsissuance 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 2.14(c); provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition be made pursuant to this subsection (a) if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based Leverage Ratio on the most recent financial statements received by last the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% day of the Operating fiscal quarter most recently ended is 3.00 to 1.00 or less. (a) If on any date any Consolidated Entity shall receive Net Cash Flow Proceeds in connection with any Receivables Financing Program then such Net Cash Proceeds shall be applied on such date toward the prepayment of the Borrowers Term Loans ratably in accordance with the respective outstanding principal amounts thereof and as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest otherwise set forth in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a2.14(c). (b) In Amounts to be applied in connection with prepayments made pursuant to this Section 2.14 shall (i) be applied to the event that at remaining installments thereof as directed by the end Parent Borrower and in accordance with Section 2.21(b) and (ii) be reduced (but not below zero) to the extent of any fiscal year prepayments of the Borrowers Term Loans 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 2.14. Prepayments shall be made, first, to ABR Loans and, second, to Eurocurrency Loans and after December 31in each case, 1999 there together with accrued interest to the date of such prepayment on the amount prepaid and the principal amount of Term Loans and accrued interest thereon to be paid by the applicable Borrower pursuant to any such prepayment shall exist Excess not exceed in the aggregate the applicable portion of Net Cash Flow Proceeds with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) On If Indebtedness is incurred by any Group Member (other than Indebtedness permitted under Section 6.3), then on the day date of receipt by the Borrowers such issuance or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset Dispositionincurrence, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds thereof shall be applied to the prepayment of the Senior Lien Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(f). The provisions of this Section 2.14 do not constitute a consent to the incurrence of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of Indebtedness by any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a)Group Member. (b) In If on any date there shall be any Excess Proceeds, and the event that at the end aggregate amount of any fiscal year such Excess Proceeds shall exceed $100.0 million, then no later than 20 days thereafter and subject to Section 2.14(i), an amount equal to 100% of the Borrowers ending on amount of such Excess Proceeds (not only the amount in excess of $100.0 million) shall be applied to the prepayment of the Senior Lien Term Loans (together with accrued and after December 31unpaid interest thereon) as set forth in Section 2.14(f). (c) If, 1999 there shall exist for any Excess Cash Flow with respect to such fiscal yearPeriod, then there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date and subject to Section 2.14(i), the Borrower shall apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow minus (ii) the Optional Prepayment Amount (if any) for such Excess Cash Flow Period to the prepayment of the Term Loans (together with accrued interest thereon), as set forth in Section 2.14(f). Each such prepayment shall be made on a date which is (an “Excess Cash Flow Application Date”) no later than ten Business Days after the earlier to occur of (ix) the date upon on which the audited financial statements of the Borrowers Borrower referred to in Section 5.1(a), for the fiscal year with respect to which such fiscal year become available prepayment is to be made, are required to be delivered to the Lenders and (iiy) the 120th day after the end of date such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which financial statements are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e))actually delivered. (d) In [Reserved]. (e) The Borrower shall apply, on a dollar-for-dollar basis, all of the event Net Proceeds of any Replacement Term Loans and the Net Proceeds of any Permitted Refinancing Indebtedness (that is incurred to refinance Term Loans) to the repayment of Term Loans to be repaid from such Net Proceeds on the date such Net Proceeds are received. Any such prepayment of Term Loans of a Class shall be paid ratably to the holders of such Class and shall be applied to the remaining scheduled amortization installments of the Term Loans of such Class in the order specified in Section 2.12(b)(ii). (f) Amounts to be applied pursuant to this Section 2.14 shall be applied first to reduce outstanding ABR Loans of the applicable Class. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans of such Class; provided, however, that the Borrowers or Borrower may elect (except in the case of a prepayment pursuant to Section 2.14(e)) that the remainder of such prepayments not applied to prepay ABR Loans be deposited in a collateral account pledged to the Administrative Agent to secure the Obligations and applied thereafter to prepay the Eurodollar Loans on the last day of the next expiring Interest Period for Eurodollar Loans; provided, that (A) interest shall continue to accrue thereon at the rate otherwise applicable under this Annex to the Eurodollar Loan in respect of which such deposit was made, until such amounts are applied to prepay such Eurodollar Loan, and (B) (x) at any of their Subsidiaries makes an Equity Offering during any period in which time while a Specified Default has occurred and is continuing, the Borrowers shall immediately prepay Administrative Agent may, and (y) at any time while a Default or Event of Default has occurred and is continuing, upon written direction from the Loans andRequired Lenders, after the Administrative Agent shall, apply any or all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal of such amounts to the Net Proceeds payment of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a DefaultEurodollar Loans. (ig) Each prepayment of Notwithstanding anything in this Section 2.14 to the contrary, if any amount shall be required to be applied to prepay Senior Lien Term Loans pursuant to this Section 2.5 shall clauses (a), (b) or (c) above (such amount, the “Required Prepayment Amount”), and at the time that any such prepayment would be applied required, the Borrower is required to, or required to offer to, repurchase or redeem or repay or prepay any other Indebtedness secured on a pari passu basis with the Obligations pursuant to the outstanding amounts terms of Incremental Loans and Revolving Loans the documentation governing such Indebtedness (such Indebtedness required to be, or to be offered to be, so repurchased, redeemed, prepaid or repaid, “Other Applicable Indebtedness”), then the Borrower may apply such Required Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of Incremental Loansthe Senior Lien Term Loans and Other Applicable Indebtedness at such time; provided, on that the one handportion 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 Revolving Loansthe remaining amount, on the other handif any, outstanding at the time of such prepayment. Each prepayment net proceeds shall be accompanied by payment allocated to the Senior Lien Term Loans in full accordance with the terms hereof) to the prepayment of all accrued interest the Senior Lien Term Loans and accrued commitment fees thereon to the repurchase or repayment of Other Applicable Indebtedness, and including the amount of the prepayment of the Senior Lien Term Loans that would have otherwise been required pursuant to this Section 2.14 shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness so repurchased or repaid, the declined amount shall promptly (and in any event within five Business Days after the date of such prepaymentrejection, together or, if later, the date on which the portion of the Required Prepayment Amount allocated to the Senior Lien Term Loans are applied to prepayment of the Senior Lien Term Loans) be applied to prepay the Senior Lien Term Loans in accordance with the terms hereof (to the extent such amount would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding). (h) Notwithstanding anything in this Section 2.14 to the contrary, any additional amounts owing Senior Lien Term Loan Lender (and, to the extent provided in the applicable Permitted Amendment, any other Term Loan Lender) may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery, facsimile or, in accordance with the second paragraph of Section 9.1, e-mail) at least one Business Day prior to the required prepayment date, to decline all of any mandatory prepayment of its Term Loans pursuant to clauses (b) and (c) of this Section 2.152.14, in which case the aggregate amount of the prepayment that would have been applied to prepay Term Loans but was so declined may be retained by the Group Members (such declined amounts to the extent retained by the Group Members, the “Declined Proceeds”). (i) IfNotwithstanding the foregoing, at all prepayments referred to in clauses (b) and (c) above are subject to permissibility of upstreaming the applicable cash flow or cash proceeds under (i) local law (e.g. financial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance and similar legal principles, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant subsidiaries) and (ii) material organizational document restrictions as a result of minority ownership. Further, if the Borrower determines in good faith that any timeGroup Member would incur a material adverse tax liability (taking into account, for the avoidance of doubt, any applicable withholding taxes), if all or a portion of the cash flow or cash proceeds referred to above attributable to a Foreign Subsidiary were repatriated (a “Restricted Amount”), the Revolving Loans are repaid in full, additional prepayments hereunder amount that the Borrower will be required to mandatorily prepay shall be applied first, to make a Cash ----- Collateral Deposit andreduced by the Restricted Amount until such time as the relevant restricted subsidiary may upstream or transfer such Restricted Amount without incurring such tax liability.

Mandatory Prepayments. (ai) On If at any time the day sum of receipt the aggregate amount of outstanding Revolving Loans plus LOC Obligations outstanding shall exceed the Revolving Committed Amount, the Borrower promises to prepay immediately the outstanding principal balance on the Revolving Loans in an amount sufficient to eliminate such excess. (A) If the aggregate price paid by the Borrowers Borrower for the Stock Repurchase is less than $90,000,000, the Borrower immediately shall prepay the Revolving Loans and reduce the Revolving Commitments and prepay the Term Loan and reduce the Term Loan Commitments, pro rata in accordance with the respective Term Loan Committed Amount (or, if less, the outstanding principal amount of the Term Loan) and the amount of the Revolving Committed Amount, in an aggregate amount equal to the amount by which $90,000,000 exceeds such aggregate price; and (B) if the Stock Repurchase shall not have been consummated on or --------------------- any prior to February 15, 1996, the Borrower immediately shall prepay the Revolving Loans and reduce the Revolving Commitments and prepay the Term Loan and reduce the Term Loan Commitments, pro rata in accordance with the respective Term Loan Committed Amount (or, if less, the outstanding principal amount of their Subsidiaries the Term Loan) and the amount of the Revolving Committed Amount, in an aggregate amount equal to $90,000,000. (A) Immediately upon the occurrence of any Net Proceeds with respect to an Asset DispositionExcess Sale Event, the Borrowers Borrower shall prepay the Loans in an amount equal to 50% of the Net Proceeds of the related asset sale not applied (and such or caused to be applied) by the Borrower during the related Application Period to the purchase, acquisition or construction of Alternative Assets as contemplated by the terms of Section 8.4(b)(v)(B)(1). (B) Immediately upon the occurrence of the Fresno Asset Sale, the Borrower shall prepay the Loans in an amount equal to 50% of the Net Proceeds thereof in excess of $900,000. (C) Any prepayment pursuant to this Section 3.3(b)(iii) shall be applied first to the Term Loan and then to Revolving Loans. (iv) To the extent that the aggregate cumulative amount of cash (including cash received in respect of non-cash consideration) Net Proceeds from Equity Transactions received by the Borrower or any of its Subsidiaries during any fiscal year exceeds $500,000, the Borrower shall, within 60 days of receipt of any such Net Proceeds at any time that the Consolidated Leverage Ratio as set forth of the most recent fiscal quarter end with respect to which the Agent shall have received the Required Financial Information is greater than 2.50 to 1.00, prepay the Loans in an amount equal to 50% of the portion of such cash Net Proceeds exceeding $500,000 not applied by the Borrower within such 60 day period to pay the purchase price in connection with any acquisition permitted by the terms of Section 2.5(e8.4(c). Any prepayment pursuant to this Section 3.3(b)(iv) and, after all shall be applied first to the Term Loan and then to Revolving Loans. (v) Immediately upon the receipt by the Borrower or any of its Subsidiaries of Net Proceeds from any Debt Transaction the Borrower shall prepay the Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of all such Net Proceeds; provided that no . Any prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 3.3(b)(v) shall be applied first to the outstanding amounts of Incremental Loans Term Loan and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and then to Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (ai) On The Borrower shall, on the day date and in the amount of the receipt by the Borrowers Borrower or --------------------- any of their its Subsidiaries as to which the transfer of any Net Proceeds with respect funds to an Asset Disposition, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition Borrower would not result in adverse tax consequences of Net Cash Proceeds from (xa) the Operating Cash Flow attributable incurrence or issuance of debt (including pursuant to a public offering, a private placement or a syndicated bank financing (other than borrowings under the assets subject Borrower’s Credit Agreement dated as of December 16, 2005 with the lenders parties thereto and CNAI, as administrative agent, that not used directly or indirectly to such Asset Disposition (based on finance the most recent financial statements received by the Agent under Section 5.1(aMayne Pharma Acquisition) or (b) at the time issuance of such Asset Disposition) plus (y) equity or equity-linked transactions in the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (basedcapital markets, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay repay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an aggregate amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e))Net Cash Proceeds. (dii) In If the event that Term Loans have been, or substantially contemporaneously with the Borrowers 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 their its Subsidiaries makes of Net Cash Proceeds from any Asset Sale (other than the Net Cash Proceeds of the Divestiture in an Equity Offering during amount not to exceed $12,000,000 and other than to the extent that (x) the Net Cash Proceeds of such Asset Sale are less than $1,000,000 for any period single transaction or series of related transactions or (y) the Net Cash Proceeds of all Asset Sales after the date hereof are less than $30,000,000 in which a Default has occurred and is continuingthe aggregate), the Borrowers shall immediately prepay repay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an aggregate amount equal to the Net Proceeds amount of such Equity Offering Net Cash Proceeds that are not used by the Borrower to prepay the Term Loans (and 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 2.7.C.(ii), no further mandatory prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of required until the amount of Incremental Loans, on Net Cash Proceeds of the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15nature described above again exceed $5,000,000. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (ai) On the day of Immediately upon receipt by the Borrowers or --------------------- any of their Subsidiaries Credit Party of any Net Proceeds cash proceeds of any asset disposition, and provided that the Senior Term Loan and the Revolver Loan have each been paid in full and all commitments with respect to an Asset Dispositionthereto have terminated, the Borrowers shall prepay the Loans Term Loan in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrowers in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens on such asset (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). The following shall not be subject to mandatory prepayment under this clause (i): (1) proceeds of sales of Inventory in the ordinary course of business; and (2) asset disposition proceeds of less than $100,000 in the aggregate after the Original Closing Date. As to any amounts that are payable as set forth provided above based on amounts received by a Guarantor, without limiting Borrowers’ payment obligations as provided above with respect thereto, the relevant Guarantor shall contribute the relevant amount received by it to the Borrower that is its direct parent (or if no Borrower is its direct parent, to any Borrower that is its indirect parent). (ii) If any Credit Party issues Stock (including but not limited to any such issuances pursuant to the Fusion Sale or the issuance of the Series C Warrants) or issues or incurs any Indebtedness (other than Permitted Indebtedness), no later than the Business Day following the date of receipt of the proceeds thereof, and provided that the Senior Term Loan and the Revolver Loan have each been paid in Section 2.5(e)) andfull and all commitments with respect thereto have terminated, after all Loans have been prepaid, make a Cash Collateral Deposit, Borrowers shall prepay the Term Loan in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) twenty-five percent (25%) of all such proceeds (in the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(acase of Stock issuances) or (b) at the time of such Asset Disposition) plus and (y) sixty-five percent (65%) of all such proceeds (in the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date 4 Junior Credit Agreement (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(aOmni) case of issuance or (b) at the time incurrence of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3Indebtedness). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and Any such prepayment shall be applied as set forth in accordance with Section 2.5(e1.3(c)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal . Proceeds of Stock issuances to 50% directors and employees of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as Omni pursuant to stock option or compensation plans approved by Omni’s Board of the end of such fiscal year is less than 4.50:1. On Directors (or prior its compensation committee to the date extent so empowered by such Board of Directors) in the aggregate amount of no more than $500,000 from and including the Original Closing Date shall not be subject to prepayment under this clause (ii). As to any prepayment required amounts that are payable as provided above based on amounts received by this Section 2.5(b)a Guarantor, without limiting Borrowers’ payment obligations as provided above with respect thereto, the Borrowers agree relevant Guarantor shall contribute the relevant amount received by it to provide the Agent with the calculationsBorrower that is its direct parent (or if no Borrower is its direct parent, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in Borrower that is its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)indirect parent). (diii) In If at any time the event Leverage Ratio is in excess of the Maximum Leverage Ratio, and provided that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period Senior Term Loan and the Revolver Loan have each been paid in which a Default has occurred full and is continuingall commitments with respect thereto have terminated, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies outstanding principal of the Lenders under Term Loan in such amount as may be required to cause the Loan Documents upon Leverage Ratio to be no more than the occurrence and during the continuance of a DefaultMaximum Leverage Ratio. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (ai) On Beginning on the first Business Day following the last day of receipt by such calendar month that is three (3) full months after the Borrowers or --------------------- any first Borrowing, and on the first Business Day of their Subsidiaries each calendar month thereafter, Borrower shall apply (A) one hundred percent (100%) of any the first Twenty Million Dollars ($20,000,000) of the Net Proceeds with respect of the Equity Issuances raised during such prior calendar month; and (B) fifty percent (50%) of the Net Proceeds of the Equity Issuances in excess of Twenty Million Dollars ($20,000,000) raised during such prior calendar month to an Asset Dispositionreduce outstandings under the Loans, subject to the Borrowers shall prepay the Loans (and such prepayment shall be applied as exceptions set forth in Section 2.5(e5.13. (ii) Notwithstanding the provisions set forth in clause (i) above, if at any time IIT REIT is not in compliance with the requirements of Section 5.13(a), Borrower shall apply one hundred percent (100%) andof the Net Proceeds of any Equity Issuance raised during such prior calendar month beginning on the first Business Day following the last day of such calendar month that is three (3) full months after the first Borrowing, after and thereafter on the first Business Day of each calendar month, to reduce outstandings under the Loans until such time as IIT REIT has complied with the requirements of Section 5.13(a). (iii) Borrower shall apply one hundred percent (100%) of the Net Proceeds of any Property sales to reduce outstanding Loans. Borrower shall cause the Net Proceeds to be distributed by the Property owner to Borrower. (iv) If at any time the aggregate Revolving Credit Exposure of all Lenders exceeds the then effective aggregate Commitments, the Borrower shall prepay the applicable Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% such excess within one (1) Business Day after receiving written notice from the Agent of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a)occurrence. (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b), the Borrowers agree to provide the Agent with the calculations, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e)). (d) In the event that the Borrowers or any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (i) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (ai) On No later than the day of receipt by tenth Business Day after the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds date on which the financial statements with respect to an Asset Dispositioneach Fiscal Year of the Parent Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2018, the Borrowers Parent Borrower shall prepay the outstanding principal amount of Subject Loans in an aggregate principal amount equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Parent Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Parent Borrower, the sum of (x) the aggregate principal amount of any Term Loans and/or Revolving Loans prepaid pursuant to Section 2.11(a) prior to such date (in the case of any prepayment of Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment), (y) the aggregate principal amount of any loans under the Holdco Facility prepaid prior to such date (to the extent the relevant voluntary prepayment is permitted by the terms of this Agreement) and (z) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment to or purchase by Holdings, any Borrower or any Restricted Subsidiary in accordance with Section 9.05(g) of this Agreement in connection with any Dutch Auction and based upon the actual amount of cash paid in connection with the relevant assignment or purchase, in each case (I) excluding any such optional prepayment made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year and (II) to the extent that the relevant prepayments were not financed with the proceeds of other Indebtedness (other than revolving Indebtedness) of the Parent Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b)(i) shall be required unless and to the extent the amount thereof would exceed $10,000,000 after giving effect to the calculations and adjustments described in clauses (A) and (B) above. (ii) No later than the tenth Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, the Parent Borrower shall apply an amount equal to the Required Asset Sale Percentage of the Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such threshold (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of Subject Loans; provided that (A) if prior to the date any such prepayment is required to be made, the Parent Borrower notifies the Administrative Agent of its intention to reinvest the Subject Proceeds in the business of the Parent Borrower or any of its subsidiaries (including any acquisition or other Investment permitted hereunder but not in Cash or Cash Equivalents), then the Parent Borrower shall not be applied required to make a mandatory prepayment under this clause (ii) in respect of the Subject Proceeds to the extent (x) the Subject Proceeds are so reinvested within 450 days following receipt thereof, or (y) the Parent Borrower or any of its subsidiaries has committed to so reinvest the Subject Proceeds during such 450-day period and the Subject Proceeds are so reinvested within 180 days after the expiration of such 450-day period; it being understood that if the Subject Proceeds have not been so reinvested prior to the expiration of the applicable period, the Parent Borrower shall promptly prepay the Subject Loans with the amount of Subject Proceeds not so reinvested as set forth in Section 2.5(e)above (without regard to the immediately preceding proviso) and, after all Loans have been prepaid, and (B) the obligation to make a Cash Collateral Depositprepayment under this Section 2.11(b)(ii) shall only apply if and to the extent the aggregate amount of (I) Net Proceeds resulting from Prepayment Asset Sales and (II) Net Insurance/Condemnation Proceeds, in each case received by the Parent Borrower and/or any 87 ​ ​ [[NYCORP:3666673v10:4312W:08/14/2017--04:53 PM]][[5628396]] ​ Restricted Subsidiaries in any Fiscal Year exceeds $10,000,000 (with only the amount of Net Proceeds exceeding such amount in such Fiscal Year to be applied to make a prepayment under this Section 2.11(b)(ii)). (iii) In the event that the Parent Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by the Parent Borrower or any of its Restricted Subsidiaries (other than Indebtedness that is permitted to be incurred under Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans pursuant to Section 6.01(p), (B) Incremental Loans incurred to refinance all or a portion of the Term Loans pursuant to Section 2.22, (C) Replacement Term Loans incurred to refinance all or any portion of the Term Loans in accordance with the requirements of Section 9.02(c) and/or (D) Incremental Equivalent Debt incurred to refinance all or a portion of the Loans in accordance with the requirements of Section 6.01(z)), the Parent Borrower or the relevant Restricted Subsidiary shall, substantially simultaneously with the receipt of such Net Proceeds by the relevant Person (and in any event not later than the next succeeding Business Day), apply an amount equal to 100% of such Net Proceeds; provided that no prepayment Proceeds to prepay the outstanding principal amount of the relevant Term Loans in accordance with clause (vi) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary: (A) the Parent Borrower shall not be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition prepay any amount that would not result in (x) the Operating Cash Flow attributable otherwise be required to the assets subject be paid pursuant to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(aSections 2.11(b)(i) or (bii) at above to the time extent that the relevant affected Excess Cash Flow is generated by any Foreign Subsidiary or the relevant Subject Proceeds are received by any Foreign Subsidiary, as the case may be, for so long as the repatriation to the Parent Borrower of any such amount would be prohibited, delayed or restricted under any Requirement of Law or conflict with the fiduciary duties of such Asset DispositionForeign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (the Parent Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions available under applicable Requirements of Law to permit such repatriation or to remove such prohibition); it being understood and agreed that if the repatriation of the relevant affected Excess Cash Flow or Subject Proceeds, as the case may be, is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, in either case, within 450 days following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant Foreign Subsidiary will promptly repatriate the relevant Excess Cash Flow or Subject Proceeds, as the case may be, and the repatriated Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) plus applied (ynet of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), (B) the ---- Operating Cash Flow attributable Parent Borrower shall not be required to the assets subject prepay any amount that would otherwise be required to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(abe paid pursuant to Sections 2.11(b)(i) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, extent that the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist relevant Excess Cash Flow with respect to such fiscal year, then on is generated by any joint venture or the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Depositrelevant Subject Proceeds are received by any joint venture, in an amount equal each case, for so long as the distribution to 50% the Parent Borrower of such Excess Cash FlowFlow or Subject Proceeds would be prohibited, delayed or restricted under the Organizational Documents governing such joint venture; it being understood and agreed that if the relevant prohibition ceases to exist ​ ​ [[NYCORP:3666673v10:4312W:08/14/2017--04:53 PM]][[5628396]] within the 450-day period following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant joint venture will promptly distribute the relevant Excess Cash Flow or the relevant Subject Proceeds, as the case may be, and the distributed Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such distribution) applied to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), and (C) if the Parent Borrower determines in good faith that the repatriation to the Parent Borrower as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Sections 2.11(b)(i) or (ii) above that are attributable to any Foreign Subsidiary would result in a material and adverse Tax liability (including any withholding Tax) (such amount, a “Restricted Amount”), the amount that the Parent Borrower shall be required to mandatorily prepay pursuant to Sections 2.11(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation of the relevant Subject Proceeds or Excess Cash Flow from the relevant Foreign Subsidiary would no such prepayment shall -------- ---- be required if longer have a material and adverse tax consequence within the Maximum Total Debt Ratio as of 450-day period following the event giving rise to the relevant Subject Proceeds or the end of such fiscal year is less than 4.50:1. On or prior to the date of any prepayment required by this Section 2.5(b)applicable Excess Cash Flow Period, as the Borrowers agree to provide the Agent with the calculationscase may be, substantially in the form of Exhibit H hereto, used by the Borrowers in determining the amount of any such prepayment. (c) If the Borrowers or any of their Subsidiaries receive insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 90 days of the receipt thereof, the Borrowers shall, on such 90th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds Subject Proceeds or Excess Cash Flow, as applicable and to the extent available, not so previously applied pursuant to this clause (and such prepayment C), shall be promptly applied to the repayment of the Term Loans pursuant to Section 2.11(b) as set forth in Section 2.5(e))otherwise required above. (dv) In Any Term Lender may elect, by notice to the event that Administrative Agent at or prior to the Borrowers or time and in the manner specified by the Administrative Agent, prior to any prepayment of their Subsidiaries makes an Equity Offering during any period Term Loans required to be made by the Parent Borrower pursuant to this Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”) in which a Default has occurred and case such Declined Proceeds may be retained by the Parent Borrower; provided that for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment is continuing, the Borrowers shall immediately prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to made with the Net Proceeds of such Equity Offering (and such prepayment shall be applied as the Agent shall elect in its sole discretion). No such prepayment shall limit w) Refinancing Indebtedness incurred to refinance all or restrict the rights and remedies a portion of the Lenders under Term Loans pursuant to Section 6.01(p), (x) Incremental Loans incurred to refinance all or a portion of the Loan Documents upon Term Loans pursuant to Section 2.22, (y) Replacement Term Loans incurred to refinance all or any portion of the occurrence and during Term Loans in accordance with the continuance requirements of Section 9.02(c) and/or (z) Incremental Equivalent Debt incurred to finance all or a Default. (i) Each prepayment portion of the Loans pursuant to this in accordance with the requirements of Section 2.5 shall be applied to the outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and6.01