Common use of Mandatory Clause in Contracts

Mandatory. (i) If, on any date, the Agent notifies the Borrower that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. (i) If, on any date, the Agent notifies the Borrower that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d8.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. (i) If, on any date, the Agent notifies the Borrower that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars plus the Available Amount of Letters of Credit then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Committed Currencies then outstanding exceeds 105102% of the aggregate Revolving Credit Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d8.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. (i) IfThe Borrower shall, if applicable, on any dateeach Business Day, prepay an aggregate principal amount of the Revolving Credit Advances, to the extent applicable, and the Term Loan Advances comprising part of the same Borrowings, the Agent notifies Swing Line Advances and the Borrower thatLetter of Credit Advances, on any interest payment datein each case in an amount sufficient, and only to the sum of extent necessary to cause (A) the aggregate principal amount sum of all the Revolving Credit Advances, the Swing Line Advances denominated in Dollars then outstanding plus and the Letter of Credit Exposure not to exceed the Revolving Credit Facility on such Business Day, (B) the Equivalent Leverage Ratio not to exceed the applicable maximum Leverage Ratio set forth in Dollars Section 5.04(a)(i) on such Business Day, (determined on the third Business Day prior to such interest payment dateC) Consolidated Unsecured Indebtedness of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of Parent Guarantor not to exceed the Unencumbered Asset Pool Amount on such Business Day, and (D) the Facility Exposure not to exceed the aggregate Commitments of the Lenders on such dateBusiness Day. If all Advances have been prepaid and are not sufficient to cause the Borrower to comply with each of (A), (B), (C) and (D), the Borrower shall, as soon as practicable and shall make a deposit in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower Cash Collateral Account in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of do the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lendersame. (ii) Each prepayment The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day. To the extent the funds on deposit in the Cash Collateral Account shall at any time exceed the total amount required to be deposited therein pursuant to the terms of this Agreement, the Administrative Agent shall, promptly upon request by the Borrower and provided that no Default or Event of Default shall then have occurred or be continuing or would result therefrom, return such excess amount to the Borrower. (iii) Any prepayments of the Facilities made pursuant to clauses (i) and (ii) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, third applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full, fourth deposited in the Cash Collateral Account to Cash Collateralize 100% of the Available Amount of the Letters of Credit then outstanding and fifth applied to prepay the Term Loan then outstanding until the Term Loan is paid in full. Upon the drawing of any Letter of Credit for which funds are on deposit in the Cash Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank or Revolving Lenders, as applicable. (iv) All prepayments under this Section 2.10(bsubsection (b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lendersamount prepaid.

Mandatory. (i) If, on any date, the Agent notifies the Borrower Borrowers that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the aggregate Available Amount of all Letters of Credit denominated in Dollars then outstanding plus (C) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Committed Currencies then outstanding plus (D) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate Available Amount of all Letters of Credit denominated in Committed Currencies then outstanding exceeds 105103% of the aggregate Revolving Credit Commitments of the Lenders on such date, the Borrower Borrowers shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the next succeeding last day of the an Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower Borrowers and the Lenders, and shall provide prompt notice to the Borrower Borrowers of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower Borrowers and the Lenders.

Mandatory. (i) IfEach Borrower shall, on any dateeach date the Revolving Credit Commitments are reduced pursuant to Section 1.13 hereof, prepay its own Revolving Loans, Swing Loans, and, if necessary, prefund its own L/C Obligations by the Agent notifies the Borrower thataggregate amount, on any interest payment dateif any, necessary to reduce the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies Revolving Loans, Swing Loans, and L/C Obligations then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso amount to this sentence set forth below, prepay which the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lenderhave been so reduced. (ii) If at any time (A) for any reason other than fluctuations in currency exchange rates, the sum of the aggregate Original Dollar Amount of Revolving Loans, the aggregate Original Dollar Amount of Swing Loans, and the aggregate U.S. Dollar Equivalent of all L/C Obligations then outstanding shall be in excess of the Revolving Credit Commitments then in effect, and (B) solely as a result of fluctuations in currency exchange rates, the sum of the aggregate Original Dollar Amount of Revolving Loans, the aggregate Original Dollar Amount of Swing Loans, and the aggregate U.S. Dollar Equivalent of all L/C Obligations then outstanding shall be in excess of 105% of the Revolving Credit Commitments then in effect, each Borrower shall (1) immediately without notice or demand in the circumstances described in clause (A) and (2) within 3 Business Days after notice from the Administrative Agent in the circumstances described in clause (B), pay over the amounts which in aggregate equal such excess to the Administrative Agent for the account of the Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to each such Borrower’s applicable Revolving Loans and Swing Loans until paid in full with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for each Borrower’s Obligations owing with respect to such Borrower’s Letters of Credit. (iii) Unless the U.S. Borrower prepaying a Loan otherwise directs, prepayments of Loans under this Section 1.9(b) in U.S. Dollars shall be applied first to Borrowings of U.S. Base Rate Loans made to such Borrower until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans made to such Borrower in the order in which their Interest Periods expire, and prepayments by the Canadian Borrower of Loans under this Section 1.9(b) in Canadian Dollars shall be applied first to Borrowings of CAD Base Rate Loans made to such Borrower until payment in full thereof with any balance applied to Borrowings of CAD CDOR Loans made to such Borrower in the order in which their Interest Periods expire. Each prepayment made pursuant to of Loans under this Section 2.10(b1.9(b) shall be made together with any interest accrued to by the date payment of such prepayment on the principal amounts amount to be prepaid and, in the case of any Eurodollar Loans, CAD CDOR Loans or Swing Loans, accrued interest thereon to the date of prepayment together with any amounts due the Lenders under Section 1.12 hereof. Each prefunding of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower L/C Obligations shall be obligated to reimburse to the Lenders made in respect thereof pursuant to accordance with Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders9.4 hereof.

Mandatory. (i) If, On any day on any date, the Agent notifies the Borrower that, on any interest payment date, the sum of which (A) (x) the Aggregate Exposure at such time exceeds (I) the Total Revolving Credit Commitment at such time minus (II) the Specified Reserve at such time, and/or (y) the aggregate principal amount Swingline Advances outstanding at such time exceeds the Swingline Sub-Limit and/or (z) the aggregate Letter of all Advances denominated in Dollars then outstanding plus Credit Outstandings at such time exceeds the Letter of Credit Sub-Limit or (B) the Equivalent in Dollars (determined on Aggregate Exposure exceeds the third Business Day prior to Borrowing Base at such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such datetime, the Borrower shall, as soon as practicable shall repay the First Out Advances in an amount equal to or greater than such excess (and in any event within two Business Days after receipt if the amount of such notice, subject to excess is greater than the proviso to this sentence set forth below, prepay the then aggregate outstanding principal amount of any the First Out Advances owing by and the Letter of Credit Outstandings, the Borrower shall cash collateralize outstanding Letters of Credit in an aggregate amount sufficient accordance with Section 2.03(g) to reduce the extent necessary) so that the Aggregate Exposure at such sum to an amount not to exceed 100% of time no longer exceeds (I) the Total Revolving Credit Commitment at such time minus (II) the Specified Reserve at such time, the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Swingline Advances outstanding at such time no longer exceed the time of such required prepayment is less than the amount of such required prepaymentSwingline Sub-Limit, the portion aggregate Letter of Credit Outstandings at such required prepayment in excess time no longer exceed the Letter of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances Credit Sub-Limit or the outstanding LIBO Rate Advances and/or Aggregate Exposure no longer exceeds the maturity date of the outstanding Local Rate Advances or Fixed Rate AdvancesBorrowing Base, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to The Borrower shall, on the date of receipt of Net Cash Proceeds by any Loan Party or any of its Subsidiaries from (x) the sale, lease, transfer or other disposition (other than inventory sold in the ordinary course of business) of any assets of the Borrower or any Loan Party or any of their respective Subsidiaries (in each case, other than any non-Debtor Subsidiary), or (y) any Recovery Event, apply all such Net Cash Proceeds which, in either case exceed $2,500,000 in aggregate during the term of the DIP Facility, to prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to 100% of the amount by which such Net Cash Proceeds, when aggregated with the amount of all other Net Cash Proceeds previously received by the Borrower or any Loan Party or any of their respective Subsidiaries (in each case, other than any non-Debtor Subsidiary), exceed $2,500,000 during the term of the DIP Facility. Each such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders applied as set forth in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(bclause (iii) to the Borrower and the Lendersbelow.

Mandatory. (i) IfThe Borrower shall, if applicable, within one (1) Business Day after the earlier of the date on which (x) a Responsible Officer becomes aware of any datenon-compliance with the requirements described in the following clauses (A), (B), (C) , (D) or (E) or (y) written notice thereof shall have been given to the Borrower by the Administrative Agent, prepay an aggregate principal amount of the Term Loan Advances comprising part of the same Borrowings, the Agent notifies Revolving Credit Advances comprising part of the Borrower that, on any interest payment date, same Borrowings and the sum Letter of Credit Advances to cause (A) the aggregate principal amount of all Advances denominated Unsecured Leverage Ratio not to exceed the maximum Unsecured Leverage Ratio set forth in Dollars then outstanding plus Section 5.04(b)(i) on such Business Day, (B) the Equivalent Leverage Ratio not to exceed the maximum Leverage Ratio set forth in Dollars Section 5.04(a)(i) on such Business Day, (determined C) the Unencumbered Asset Debt Service Coverage Ratio not to be less than the minimum Unencumbered Asset Debt Service Coverage Ratio set forth in Section 5.04(b)(ii) on such Business Day, (D) the third Facility Exposure not to exceed the Facility Available Amount on such Business Day prior to such interest payment dateand (E) of the aggregate principal amount Available Amount of all Advances denominated in Foreign Currencies Letters of Credit then outstanding exceeds 105% not to exceed the Letter of the aggregate Commitments Credit Facility. If both (x) all Advances have been prepaid and such prepayments are not sufficient to cause Borrower to comply with each of the Lenders on such date(A), (B), (C), (D) and (E) and (y) there remains Letter of Credit Exposure, the Borrower shall, as soon as practicable and shall make a deposit in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower L/C Cash Collateral Account in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess lesser of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b(I) the amount sufficient to cause the Borrower to comply with each of (A), (B), (C), (D) and (E) or (II) the Lenders, and shall provide prompt notice to amount of the Borrower Letter of any such notice of required prepayment received by it from any LenderCredit Exposure. (ii) Each prepayment To the extent the funds on deposit in the L/C Cash Collateral Account shall at any time exceed the total amount required to be deposited therein pursuant to the terms of this Agreement, the Administrative Agent shall, promptly upon request by the Borrower and provided that no Default or Event of Default shall then have occurred or be continuing or would result therefrom, return such excess amount to the Borrower. (iii) Prepayments of the Facilities made pursuant to clauses (i) and (ii) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full, third deposited in the L/C Cash Collateral Account to Cash Collateralize 100% of the Available Amount of the Letters of Credit then outstanding and fourth applied to prepay Term Loan Advances then outstanding until the Term Loan is paid in full. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the applicable Issuing Bank or Revolving Credit Lenders, as applicable. (iv) All prepayments under this Section 2.10(bsubsection (b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lendersamount prepaid.

Mandatory. (i) IfIf (1) Parent or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.04 (excluding dispositions permitted by Section 7.04(s) and (v)) or (2) any Casualty Event occurs, on any datethat results in the realization or receipt by Parent or such Restricted Subsidiary of Net Proceeds in excess of $10 million, the Agent notifies Borrowers shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Parent, such Borrower thator Restricted Subsidiary of such Net Proceeds an aggregate amount of Term Loans in an amount equal to 100% of all Net Proceeds received; provided, on that if at the time that any interest payment datesuch prepayment would be required, the sum Borrowers (or any Restricted Subsidiary) are required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (Asuch Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the aggregate principal amount of all Advances denominated in Dollars then outstanding plus Borrowers (Bor any Restricted Subsidiary) the Equivalent in Dollars may apply such Net Proceeds on a pro rata basis (determined on the third Business Day prior to such interest payment date) basis of the aggregate outstanding principal amount of all Advances denominated the Term 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 the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in Foreign Currencies then outstanding exceeds 105% accordance with the terms hereof) to the prepayment of the aggregate Commitments Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Lenders on Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such dateindebtedness repurchased or prepaid, the Borrower shall, as soon as practicable declined amount shall promptly (and in any event within two ten (10) Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of shall be required pursuant to this Section 2.05(b)(i) with respect to such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment Net Proceeds that Parent or the relevant Restricted Subsidiary shall have reinvested or entered into a binding commitment to reinvest or otherwise determined to reinvest (as set forth in excess a notice from Parent to the Administrative Agent to be delivered on or prior to the date which is ten (10) Business Days after the date of receipt of the applicable Net Proceeds), in each case in accordance with the definition of “Net Proceeds” and within the timeframe contemplated thereby. (ii) If any Loan Party or any Restricted Subsidiary of a Loan Party incurs or issues any Indebtedness after the Closing Date (other than, in the case of Parent or any Restricted Subsidiary, Indebtedness not prohibited under Section 7.02), including Credit Agreement Refinancing Indebtedness, the Borrowers shall cause to be prepaid an aggregate principal amount of Base Rate Advances Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Loan Party or Restricted Subsidiary of such Net Proceeds. (iii) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then outstanding in effect, the Borrowers shall promptly prepay or cause to be deferred until promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, L/C Obligations in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lenderexcess. (iiiv) Each prepayment made of Term Loans pursuant to this Section 2.10(b2.05(b) shall be paid to the Lenders in accordance with their respective Pro Rata Shares (provided, that any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class (or Classes) of Refinanced Debt), subject to clause (v) of this Section 2.05(b). (v) Parent shall notify the Administrative Agent in writing of any mandatory prepayment of Loans (and/or Cash Collateralization of L/C Obligations) required to be made together with any interest accrued pursuant to clauses (i) through (iii) of this Section 2.05(b) promptly, and in no event more than three (3) Business Days, following the event giving rise to such mandatory prepayment. Each such notice shall specify the date of such prepayment on and provide a reasonably detailed calculation of the principal amounts prepaid and, in amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the case contents of Parent’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of a Eurocurrency Rate AdvanceTerm Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.05(b) by providing written notice (each, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b“Rejection Notice”) to the Borrower Administrative Agent and Parent no later than 5:00 p.m. one (1) Business Day prior to the Lendersproposed date of such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds remaining thereafter may be retained by the Borrowers and/or applied for any purpose not otherwise prohibited by this Agreement.

Mandatory. (i) If, on any date, the Agent notifies the Company (with respect to Advances made to the Company and the Designated Subsidiaries) or the Co-Borrower (with respect to Advances made to the Co-Borrower) that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Committed Currencies then outstanding exceeds 105% of the aggregate Commitments (in the case of Advances made to all Borrowers) or the Lenders Co-Borrower Sublimit (in the case of Advances made to the Co-Borrower) on such date, the Borrower applicable Borrower(s) shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower such Borrower(s) in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders or Co-Borrower Sublimit, as applicable, on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the next maturing Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.09(b) to the Borrower Company or the Co-Borrower, as applicable, and the Lenders, and shall provide prompt notice to Company or the Borrower Co-Borrower, as applicable, of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b2.09(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturityPeriod, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(b). (iii) The Agent shall calculate on the date of each Notice of Borrowing and on each interest payment date the sum of (A) the aggregate principal amount of all Advances denominated in Dollars plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Eurocurrency Rate Advances denominated in Committed Currencies and shall give prompt notice (and in any event no later than thirty days) of any prepayment required under this Section 2.09(b) to the applicable Borrower(s) and the Lenders. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.09(b) to the Borrower applicable Borrower(s) and the Lenders.

Mandatory. (i) If, on any dateOn each occasion that a Debt Incurrence Prepayment Event occurs, the Agent notifies the Borrower that, on any interest payment date, the sum of (A) the shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined Net Proceeds received therefrom on the third Business Day or prior to such interest payment datethe date which is five (5) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after the receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower or such Restricted Subsidiary of such Net Proceeds. The Borrower shall notify the Administrative Agent in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% writing of a pending prepayment of the aggregate Commitments Loans to be made pursuant to clause (ii) of the Lenders on such date together with any interest accrued this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment on prepayment. Each such notice shall specify the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time date of such required prepayment is less than and provide a reasonably detailed calculation of the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Administrative Agent shall promptly give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower Lenders of any the contents of the Borrower’s prepayment notice and such notice of required prepayment received by it from any such Lender’s Pro Rata Share of the prepayment. (ii) Each prepayment made of Loans pursuant to this Section 2.10(b2.05(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse paid to the Lenders in respect thereof accordance with their respective Pro Rata Shares. (iii) Notwithstanding anything to the contrary, in the event that any Lender or Affiliate of Lender purchases any Permanent Securities pursuant to Section 8.04(d). The Agent shall give prompt notice a Securities Demand at a price above the level at which such Lender or Affiliate has reasonably determined that such Permanent Securities can be resold by such Lender or Affiliate to a bona fide third party at the time of any prepayment required under this Section 2.10(b) to such purchase (and notifies the Borrower and thereof) the Net Proceeds received in respect of such issuance of Permanent Securities may, at the option of such Lender or Affiliate, be applied first to prepay the Loans of such Lender or Affiliate (provided that if there is more than one such Lender or Affiliate then such net cash proceeds will be applied pro rata to prepay the Loans of all such Lenders or Affiliates made on the Closing Date in proportion to such Lenders’ or Affiliates’ principal amount of Permanent Securities purchased from the Borrower) prior to being applied to prepay the Loans held by other Lenders.

Mandatory. (i) If, on any date, the Administrative Agent notifies the Borrower in writing in accordance with clause (iii) below that, on any interest payment as of the most recent valuation date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment valuation date) of the aggregate principal amount of all Advances denominated in Foreign Currencies Euros then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two five Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date date, together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Administrative Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower in accordance with clause (iii) below and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturityPeriod, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d8.04(c). . (iii) The Administrative Agent shall calculate on (A) the date of each Notice of Borrowing, (B) the first day of an Interest Period for any Advance denominated in Euros, (C) if no revaluation shall have occurred during any calendar quarter, on the last day of such calendar quarter and (D) if an Event of Default is continuing, at such times as may be determined in the reasonable discretion of the Administrative Agent, the sum of (x) the aggregate principal amount of all Advances denominated in Dollars plus (y) the Equivalent in Dollars (determined on the third Business Day prior to the date such calculation is required under this clause (iii)) of the aggregate principal amount of all Eurocurrency Rate Advances denominated in Euros and shall give prompt written notice of any prepayment required under this Section 2.10(b2.09(b) to the Borrower and the Lenders.

Mandatory. (i) If, on On any date, the Agent notifies the Borrower that, on any interest payment date, date that (a) the sum of (A) the aggregate outstanding principal amount of all Swing Line Advances denominated in Dollars then outstanding and all Revolving Advances plus the Letter of Credit Exposure exceeds (Bb) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated Commitments, as notified to the Borrower by the Administrative Agent (with such calculation set forth in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such datereasonable detail which shall be conclusive absent manifest error), the Borrower shall, as soon as practicable and in any event within two one Business Days after receipt Day, to the extent of such noticeexcess, subject first prepay to the proviso to this sentence set forth below, prepay Swing Line Lender the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient Swing Line Advances, second prepay to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to a pro rata basis the date of such prepayment on the aggregate outstanding principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at Revolving Advances, and third make deposits into the time of such required prepayment is less than Cash Collateral Account to provide cash collateral in the amount of such required prepayment, excess for the portion Letter of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderCredit Exposure. (ii) Each prepayment made pursuant If the Borrower or any Subsidiary is subject to this Section 2.10(ba Casualty Event which results in Net Cash Proceeds in excess of $1,000,000 in any fiscal year, then the Borrower shall, no later than three Business Days following the receipt thereof, apply an amount equal to 100% of such Net Cash Proceeds first to prepay to the Swing Line Lender the outstanding principal amount of the Swing Line Advances, second to prepay to the Lenders on a pro rata basis the outstanding principal amount of the Revolving Advances, and third to make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure; provided that, (A) if no Event of Default exists or would arise therefrom, then such proceeds shall not be made together with required to be so applied on such date to the extent that Borrower shall have delivered a certificate by a Responsible Officer of the Borrower to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are reasonably expected to be reinvested in fixed or capital assets of any interest accrued to Credit Party within 180 days following the date of such prepayment Casualty Event (which officers’ certificate shall set forth the estimates of the proceeds to be so expended); and (B) if all or any portion of such Net Cash Proceeds are not reinvested within such 180-day period as provided in clause (A) above, then 100% of such unused portion shall be applied on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of such period first to prepay to the Swing Line Lender the outstanding principal amount of the Swing Line Advances, second to prepay to the Lenders on a pro rata basis the outstanding principal amount of the Revolving Advances, and third to make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure. (iii) If an Interest Period or at its maturityincrease in the aggregate Commitments is effected as permitted under Section 2.15, any additional amounts which the Borrower shall prepay any Revolving Advances outstanding on the date such increase is effected to the extent necessary to keep the outstanding Revolving Advances ratable to reflect the revised Pro Rata Shares of the Lenders arising from such increase. Any prepayment made by Borrower in accordance with this clause (iii) may be obligated to reimburse to made with the proceeds of Revolving Advances made by all the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to connection such increase occurring simultaneously with the Borrower and the Lendersprepayment.

Mandatory. (i) IfThe Borrower shall, on any dateeach date the Commitments are reduced pursuant to Section 2.9, prepay the Agent notifies Revolving Loans and Swing Loans and, if necessary, prefund the Borrower thatL/C Obligations by the amount, on any interest payment dateif any, necessary to reduce the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies Revolving Loans, Swing Loans and L/C Obligations then outstanding exceeds 105% to the amount to which the Commitments have been so reduced. (ii) If at any time the sum of the aggregate Commitments Original Dollar Amount of the Lenders on such dateRevolving Loans, Swing Loans and the L/C Obligations then outstanding shall be in excess of the Commitments then in effect, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt five days of such noticedate and without notice or demand, subject pay over the amount of the excess to the proviso to this sentence set forth below, prepay Administrative Agent for the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments account of the Lenders as and for a mandatory prepayment on such date together Obligations, with each such prepayment first to be applied to the Swing Loans then outstanding until payment in full thereof, with any interest accrued remaining balance to be applied to the date Revolving Loans then outstanding until payment in full thereof, with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of such prepayment on Credit. (iii) Unless the aggregate principal amount Borrower otherwise directs, prepayments of Advances prepaid; provided that if the aggregate principal amount Loans under this Section 2.7(b) in U.S. Dollars shall be applied first to Borrowings of Base Rate Advances outstanding at Loans until payment in full thereof with any balance applied to Borrowings of Eurocurrency Loans denominated in U.S. Dollars in the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment order in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the which their Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, Periods expire and prepayments made in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required Alternative Currencies under this Section 2.10(b2.7(b) shall be applied to Borrowings in such Alternative Currency in the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) order in which their Interest Periods expire. Each prepayment made pursuant to of Loans under this Section 2.10(b2.7(b) shall be made together with any interest accrued to by the date payment of such prepayment on the principal amounts amount to be prepaid and, in the case of any Swing Loans or Eurocurrency Loans, accrued interest thereon to the date of prepayment together with any amounts due the Lenders under Section 8.1 hereof. Each prefunding of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower L/C Obligations shall be obligated to reimburse to the Lenders made in respect thereof pursuant to accordance with Section 8.04(d)7.4 hereof. The Administrative Agent shall give prompt will promptly advise each Lender of any notice of any prepayment required under this Section 2.10(b) to it receives from the Borrower and the LendersBorrower.

Mandatory. (i) IfIn the event, and on each occasion, that any date, the Agent notifies Net Cash Proceeds are received by or on behalf of the Borrower that, on or any interest payment date, the sum of (A) the aggregate principal amount its Subsidiaries in respect of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such dateany Prepayment Event, the Borrower shall, within five Business Days after such Net Cash Proceeds are received (or, in the case of a Prepayment Event described in clause (b) of the definition of the term “Prepayment Event”, on or before the next succeeding Business Day following the occurrence of such Prepayment Event), prepay Revolving Credit Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds (such mandatory prepayments to be applied as soon as practicable and set forth in clause (ii) below); provided that, in the case of any event described in clause (a) of the definition of the term “Prepayment Event”, so long as no Default shall have occurred and be continuing and notice of the intent to utilize the reinvestment provisions of this proviso is provided to the Administrative Agent prior to the date such prepayment would otherwise be required to be made, if the Borrower and/or any of its Subsidiaries invests (or commits to invest) the Net Cash Proceeds from such event (or a portion thereof) within 365 days after receipt of such Net Cash Proceeds in assets used or useful in the business of the Borrower and its Subsidiaries, then no prepayment shall be required pursuant to this paragraph in respect of such Net Cash Proceeds from such Prepayment Event (or the applicable portion of such Net Cash Proceeds, if applicable, with any balance required to be utilized to prepay the Loans in accordance with this provision) except to the extent of any such Net Cash Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 365-day period (or if committed to be so invested within such 365-day period, have not been so invested within 18 months after the date of receipt of such Net Cash Proceeds), at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so invested. (ii) Each prepayment of Revolving Credit Loans pursuant to Section 2.05(b)(i) shall be applied to the Revolving Credit Facility (without permanent reduction of the Commitments) in the manner set forth in clause (iv) of this Section 2.05(b). (iii) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed the Revolving Credit Facility in effect at such time, then, within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such sum Outstanding Amount as of such date of payment to an amount not to exceed 100% the Revolving Credit Facility then in effect; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iii) unless, after the prepayment in full of the aggregate Commitments of Revolving Credit Loans, the Lenders on such date together with Total Outstandings exceed the Revolving Credit Facility then in effect. The Administrative Agent may, at any interest accrued time and from time to time after the date initial deposit of such prepayment on Cash Collateral, request that additional Cash Collateral be provided in order to protect against the aggregate principal amount results of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lenderfurther exchange rate fluctuations. (iiiv) Each prepayment Except as otherwise provided in Section 2.16, prepayments of the Revolving Credit Facility made pursuant to this Section 2.10(b) 2.05(b), first, shall be made together with any interest accrued applied ratably to the date of such prepayment on L/C Borrowings and the principal amounts prepaid Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in full; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the 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 or any Defaulting Lender that has provided Cash Collateral) to reimburse the applicable L/C Issuer or the applicable Lenders, as applicable. (v) Notwithstanding anything to the contrary contained in any other provision of this Section 2.05(b), to the extent any mandatory prepayment required pursuant to Section 2.05(b)(i) (without giving effect to this Section 2.05(b)(v)) is attributable to a Prepayment Event by a Foreign Subsidiary of the Borrower or an Excluded Domestic Subsidiary, no such prepayment (or a portion thereof) shall be required to be made if either (A) such prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment) shall, at the time it is required to be made, be prohibited by applicable Requirement of Law (including by reason of financial assistance, corporate benefit, restrictions on upstreaming or transfer of cash intra group and the fiduciary and statutory duties of the directors of relevant Subsidiaries), provided that the Borrower and its Subsidiaries shall make commercially reasonable efforts with respect to such Requirement of Law to permit such prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment) in accordance therewith (it being understood that such efforts shall not require (x) any expenditure in excess of a nominal amount of funds or (y) modifications to the organizational or tax structure of the Borrower and its Subsidiaries to permit such prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment)), or (B) a Restricted Payment or other distribution is reasonably necessary (notwithstanding the Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Payment or other distribution) in connection with such prepayment (or portion thereof) and the Borrower determines in good faith that the Borrower or any Subsidiary would incur a material liability in respect of Taxes (including any withholding tax) in connection with making such Restricted Payment or other distribution (outside of any taxes applicable to such Prepayment Event that both (x) are deducted in calculating the Net Cash Proceeds thereof and (y) would be incurred even if no such Restricted Payment or other distribution were made). Notwithstanding anything in the preceding sentence to the contrary, in the event the limitations or restrictions described therein cease to apply to any prepayment of a Eurocurrency Rate Advance(or portion thereof, a LIBO Rate Advanceor dividend or distribution to facilitate such prepayment) required under Section 2.05(b)(i), a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse make such prepayment in an amount equal to the Lenders lesser of (x) the amount of such prepayment previously required to have been made without having given effect to such limitations or restrictions and (y) the amount of cash and Cash Equivalents on hand at such time, in respect thereof pursuant to Section 8.04(deach case, less the amount by which the Net Cash Proceeds from the Prepayment Event were previously used for the permanent repayment of Indebtedness (including any reductions in commitments related thereto). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. (i) IfIf (1) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.04 (excluding dispositions permitted by Section 7.04(m), on (s) (to the extent the proceeds thereof are received by Borrower or a Restricted Subsidiary) and (t)) or (2) any dateCasualty Event occurs, that results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Proceeds in excess of $5 million, the Agent notifies Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower thator such Restricted Subsidiary of such Net Proceeds an aggregate amount of Term Loans in an amount equal to 100% of all Net Proceeds received; provided, on that if at the time that any interest payment datesuch prepayment would be required, the sum Borrower (or any Restricted Subsidiary) is required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (Asuch Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the aggregate principal amount of all Advances denominated in Dollars then outstanding plus Borrower (Bor any Restricted Subsidiary) the Equivalent in Dollars may apply such Net Proceeds on a pro rata basis (determined on the third Business Day prior to such interest payment date) basis of the aggregate outstanding principal amount of all Advances denominated the Term 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 the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in Foreign Currencies then outstanding exceeds 105% accordance with the terms hereof) to the prepayment of the aggregate Commitments Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Lenders on Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such dateindebtedness repurchased or prepaid, the Borrower shall, as soon as practicable declined amount shall promptly (and in any event within two ten (10) Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of shall be required pursuant to this Section 2.05(b)(i) with respect to such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment Net Proceeds that the Borrower or the relevant Restricted Subsidiary shall have reinvested or entered into a binding commitment to reinvest or otherwise determined to reinvest (as set forth in excess a notice from the Borrower to the Administrative Agent to be delivered on or prior to the date which is ten (10) Business Days after the date of receipt of the applicable Net Proceeds), in each case in accordance with the definition of “Net Proceeds” and within the timeframe contemplated thereby. (ii) If any Loan Party or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than, in the case of the Borrower or any Restricted Subsidiary, Indebtedness not prohibited under Section 7.02, other than Credit Agreement Refinancing Indebtedness), the Borrower shall cause to be prepaid an aggregate principal amount of Base Rate Advances Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Loan Party or Restricted Subsidiary of such Net Proceeds. (iii) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then outstanding in effect, the Borrower shall promptly prepay or cause to be deferred until promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, L/C Obligations in an aggregate amount equal to such excess. (iv) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then not later than ten (10) Business Days after the excess date on which the Borrower is required to deliver annual financial statements pursuant to Section 6.01(a) with respect to such Excess Cash Flow Period, the Borrower shall prepay the Term Loans in an amount equal to (A) the Required ECF Percentage multiplied by the amount of Excess Cash Flow for such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(bExcess Cash Flow Period minus (B) to the extent not financed with the proceeds of the incurrence of Indebtedness having a maturity of more than twelve (12) months from the date of incurrence thereof and not previously deducted pursuant to this clause (B) in any prior period, the amount of any optional prepayments of principal made by the Borrower during such Excess Cash Flow Period of (1) Term Loans (provided, that with respect to any prepayment of Term Loans below the par value thereof, 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 (2) the LendersRevolving Credit Loans (to the extent Revolving Credit Commitments are permanently reduced by the amount of, and shall provide prompt notice to at the Borrower of any time of, such notice of required prepayment received by it from any Lenderprepayments). (iiv) Each prepayment made of Term Loans pursuant to this Section 2.10(b2.05(b) shall be paid to the Lenders in accordance with their respective Pro Rata Shares (provided, that any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class (or Classes) of Refinanced Debt), subject to clause (vi) of this Section 2.05(b). Partial prepayments of the Term Loans pursuant to this Section 2.05(b) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) (other than the repayment to be made together with on the Maturity Date for the Term Loans) on a pro rata basis. (vi) The Borrower shall notify the Administrative Agent in writing of any interest accrued mandatory prepayment of Loans (and/or Cash Collateralization of L/C Obligations) required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) promptly, and in no event more than three (3) Business Days, following the event giving rise to such mandatory prepayment. Each such notice shall specify the date of such prepayment on and provide a reasonably detailed calculation of the principal amounts prepaid and, in amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the case contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of a Eurocurrency Rate AdvanceTerm Loans required to be made pursuant to clauses (i), (ii) and (iv) of this Section 2.05(b) by providing written notice (each, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b“Rejection Notice”) to the Borrower Administrative Agent and the LendersBorrower no later than 5:00 p.m. one (1) Business Day prior to the proposed date of such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds remaining thereafter may be retained by the Borrower and/or applied for any purpose not otherwise prohibited by this Agreement.

Mandatory. (i) IfIf the outstanding Swingline Loans, on Revolving Loans and L/C Obligations at any datetime exceed the Revolving Credit Commitments then in effect, the Agent notifies Borrower shall prepay the Borrower thatSwingline Loans, on any interest payment dateRevolving Loans, and, if necessary, Cash Collateralize the L/C Obligations by the amount necessary to reduce the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies Swingline Loans, Revolving Loans, and L/C Obligations then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount which does not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment then in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lendereffect. (ii) If at any time the sum of the unpaid principal balance of the Term Loans, the Incremental Term Loans (if any), the Revolving Loans, Swingline Loans and the L/C Obligations then outstanding shall be in excess of the Borrowing Base as then determined and computed, the Borrower shall immediately and without notice or demand pay over the amount of the excess to the Administrative Agent for the account of the Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Swingline Loans and Revolving Loans until paid in full, then to the Term A Loan, Term B Loan, Term C Loan and the Incremental Term Loans (if any) on a combined ratable basis with respect to all such Loans until such Loans are paid in full, with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit. (iii) Unless the Borrower otherwise directs, prepayments of Loans under this Section 1.8(b) shall be applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their Interest Periods expire. Each prepayment made pursuant to of Loans under this Section 2.10(b1.8(b) shall be made together with any interest accrued to by the date payment of such prepayment on the principal amounts amount to be prepaid and, in the case of any Eurodollar Loans or Swingline Loans, accrued interest thereon to the date of prepayment together with any amounts due the Lenders under Section 1.11 hereof. Each prefunding of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower L/C Obligations shall be obligated to reimburse to the Lenders made in respect thereof pursuant to accordance with Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders9.4 hereof.

Mandatory. (i) If, on any date, the Agent notifies the Borrower that, on any interest payment date, the sum of (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Advances denominated in Dollars then outstanding plus Net Cash Proceeds received (Bthe “Applicable Asset Sale Proceeds”); provided that (x) the Equivalent in Dollars (determined no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on the third Business Day or prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower shallshall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and (y) if at the time that any such prepayment would be required, as soon as practicable the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (x) the portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within two ten (10) Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on rejection) be applied to prepay the aggregate principal amount of Advances prepaid; provided that if Term Loans in accordance with the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.terms hereof;

Mandatory. (i) IfIf the Borrower or any Restricted Subsidiary Disposes of any property or assets in reliance upon clause (x) of Section 7.04, on or any dateCasualty Event occurs, that, in either case, results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Proceeds in excess of $25 million, then, subject to clause (v) below, the Agent notifies Borrower shall cause to be prepaid on or prior to the date which is 10 Business Days after the date of the realization or receipt by the Borrower thator Restricted Subsidiary of such Net Proceeds an aggregate amount of Term Loans in an amount equal to 100% of all Net Proceeds received; provided, on that if at the time that any interest payment datesuch prepayment would be required, the sum of Borrower (Aor any Restricted Subsidiary) the aggregate principal amount of all Advances denominated in Dollars is required to prepay or to offer to prepay or repurchase any other Indebtedness then outstanding plus that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (Bsuch Indebtedness required to be prepaid, offered to be so prepaid or repurchased, “Other Applicable Indebtedness”), then the Borrower (or any Restricted Subsidiary) the Equivalent in Dollars may apply such Net Proceeds on a pro rata basis (determined on the third Business Day prior to such interest payment date) basis of the aggregate outstanding principal amount of all Advances denominated the Term 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 the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in Foreign Currencies then outstanding exceeds 105% accordance with the terms hereof) to the prepayment of the aggregate Commitments Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Lenders on Term Loans that would have otherwise been required pursuant to this Section 2.04(b)(i) shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such dateIndebtedness repurchased or prepaid (after giving effect to any requirement that the declined amounts be offered to other holders of such Other Applicable Indebtedness), the Borrower shall, as soon as practicable declined amount shall promptly (and in any event within two 10 Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided further, that no prepayment shall be required pursuant to this Section 2.04(b)(i) with respect to such portion of such Net Proceeds that the Borrower or the relevant Restricted Subsidiary shall have reinvested or entered into a binding commitment to reinvest or otherwise determined or may determine to reinvest (as set forth in a notice from the Borrower to the Administrative Agent to be delivered on or prior to the date which is 10 Business Days after the date of receipt of the applicable Net Proceeds), in each case in accordance with the definition of “Net Proceeds” and within the timeframe contemplated thereby. (ii) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness permitted to be incurred under Section 7.02), including Credit Agreement Refinancing Indebtedness, the Borrower shall cause to be prepaid an aggregate principal amount of Advances prepaid; provided that if Term Loans equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds. (A) If for any reason (other than by reason of a change in the Dollar Equivalent of any Revolving Credit Borrowing or Letter of Credit on any Revaluation Date) the aggregate principal amount of Base Rate Advances outstanding Revolving Credit Exposures at any time exceed the time of such required prepayment is less than the amount of such required prepaymentaggregate Revolving Credit Commitments then in effect, the portion of such required prepayment in excess of Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and/or Cash Collateralize the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, L/C Obligations in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lenderexcess. (iiB) If, by reason of a change in the Dollar Equivalent of any Revolving Credit Borrowing or Letter of Credit on any Revaluation Date, the aggregate Revolving Credit Exposures exceed 105% of the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. (iv) Each prepayment made of Term Loans pursuant to this Section 2.10(b2.04(b) shall be paid to the Lenders in accordance with their respective Pro Rata Shares (provided, that any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class (or Classes) of Refinanced Debt), subject to clause (v) of this Section 2.04(b). (v) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans (and/or Cash Collateralization of L/C Obligations) required to be made together with any interest accrued pursuant to clauses (i) through (iii) of this Section 2.04(b) promptly, and in no event more than three Business Days, following the event giving rise to such mandatory prepayment. Each such notice shall specify the date of such prepayment on and provide a reasonably detailed calculation of the principal amounts prepaid and, in amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the case contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of a Eurocurrency Rate AdvanceTerm Loans required to be made pursuant to clause (i) or (ii) of this Section 2.04(b) by providing written notice (each, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b“Rejection Notice”) to the Borrower Administrative Agent and the LendersBorrower no later than 5:00 p.m. one Business Day prior to the proposed date of such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. If a Term Lender delivers a Rejection Notice to the Administrative Agent within the time frame specified above, but fails to specify the principal amount of the Term Loans to be rejected, such Term Lender will be deemed to reject the total amount of such mandatory prepayment. Any Declined Proceeds remaining thereafter may be retained by the Borrower and/or applied, at the discretion of the Borrower, for any purpose not otherwise prohibited by this Agreement.

Mandatory. (i) If, on any date, the Agent notifies the Borrower Company that, on any as of the most recent interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Committed Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower Borrowers shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date date, together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the next maturing Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.09(b) to the Borrower Company and the Lenders, and shall provide prompt notice to the Borrower Company of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b2.09(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturityPeriod, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(b). . (iii) The Agent shall calculate on the date of each Notice of Borrowing and on each interest payment date the sum of (A) the aggregate principal amount of all Advances denominated in Dollars plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Eurocurrency Rate Advances denominated in Committed Currencies and shall give prompt notice (and in any event no later than thirty days) of any prepayment required under this Section 2.10(b2.09(b) to the Borrower Company and the Lenders.

Mandatory. (i) IfIf any Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers, on any datethen (x) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Agent notifies Borrowers shall prepay the Borrower that, on any interest payment date, Obligations in an aggregate amount equal to 100% of the sum of (A) the aggregate principal amount of all Advances denominated such Net Cash Proceeds in Dollars excess of $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in its notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 365 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice with such 365-day period. Promptly after the end of such 365-day period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers not so invested or reinvested. The amount of each such prepayment shall be applied then to the Revolving Loans until paid in full and then to the Swing Loans. (ii) If after the Effective Date any Borrower or any Subsidiary shall issue any new equity securities (other than equity securities issued in connection with the exercise of employee stock options, equity securities issued to the seller of an Acquired Business in connection with an Acquisition permitted by the terms hereof, if any) or incur or assume any Indebtedness other than that permitted by Section 6.11, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such issuance, incurrence or assumption the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the Revolving Loans until paid in full and then to the Swing Loans. The Borrowers acknowledges that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 6.11 or any other terms of this Agreement. (iii) The Borrowers shall, on each date the Commitments are reduced pursuant to Section 2.9, prepay the Revolving Loans and, if necessary, Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize 103% of the then-outstanding plus (B) L/C Obligations by the Equivalent in Dollars (determined on amount, if any, necessary to reduce the third Business Day prior to such interest payment date) sum of the aggregate principal amount of all Advances denominated in Foreign Currencies Revolving Loans, Swing Loans and L/C Obligations then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso amount to which the Commitments have been so reduced. (iv) Unless the Borrowers otherwise direct, prepayments of Loans under this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient Section 2.7(b) shall be applied first to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount Borrowings of Base Rate Advances outstanding at Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the time order in which their Interest Periods expire. Each prepayment of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required Loans under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b2.7(b) shall be made together with any interest accrued to by the date payment of such prepayment on the principal amounts amount to be prepaid and, in the case of any Swing Loans or Eurodollar Loans, accrued interest thereon to the date of prepayment together with any amounts due the Lenders under Section 8.1. Each prefunding of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower L/C Obligations shall be obligated to reimburse to the Lenders made in respect thereof pursuant to accordance with Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders4.5.

Mandatory. (i) If, on any date, the Agent notifies the Borrower Company that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars plus the aggregate Available Amount of all Letters of Credit denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Committed Currencies plus the aggregate Available Amount of all Letters of Credit denominated in Committed Currencies then outstanding exceeds 105103% of the aggregate Commitments of the Lenders on such date, the Borrower Borrowers shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount Company has Cash Collateralized Letters of Base Rate Advances Credit in accordance with Section 2.21(a), the Available Amount of the outstanding at the time Letters of such required prepayment is less than Credit shall be deemed to have been reduced by the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepaymentcash collateral. The Agent shall perform the calculations to determine whether a prepayment is required under this Section 2.11(b) upon the request of any Lender, and shall give prompt notice of any prepayment required under this Section 2.10(b2.11(b)(i) to the Borrower Company and the Lenders, and shall provide prompt notice to the Borrower Company of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b2.11(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower Borrowers shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.11(b) to the Borrower Company and the Lenders.

Mandatory. (i) If, on any date, the Agent notifies the Borrower Company that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Company and, if applicable, each other Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower Company and the Lenders, and shall provide prompt notice to the Company and each other Borrower of any such notice of required prepayment received by it from any Lender. (ii) The Company shall provide the Lenders with written notice (a "Change in Control Notice") within five Business Days of the occurrence of any Change of Control and, upon the written demand (a "Prepayment Demand") of the Agent, acting at the direction of the Required Lenders, made any time within thirty days after receipt by the Agent of the Change in Control Notice, the Company and, if applicable, each other Borrower shall, within forty-five Business Days after receipt of such Prepayment Demand (unless prior to the expiration of such time period the event that gave rise to such Change of Control shall no longer exist or shall have been otherwise cured or rescinded), prepay the outstanding principal amount of all Revolving Credit Advances and Competitive Bid Advances and all accrued and unpaid interest thereon, together with all other amounts owing by the Borrowers under this Agreement, and terminate the Commitments pursuant to Section 2.05 hereof. (iii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower Borrowers and the Lenders.

Mandatory. (i) IfThe Borrower shall, on any dateeach Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Agent notifies Swing Line Advances and the Borrower that, on any interest payment date, Letter of Credit Advances and deposit an amount in the sum of L/C Cash Collateral Account in an amount equal to (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus by which the Facility Exposure exceeds the Facility on such Business Day, (B) after taking into account any payments made pursuant to clause (A), the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) amount by which Unsecured Debt exceeds 70% of the Total Unencumbered Asset Value on such Business Day, and (C) after taking into account any payments made pursuant to the foregoing clauses (A) and (B), an amount denominated in Swiss Francs or Canadian Dollars to the extent the portion of the Facility Exposure denominated in such currencies exceeds the limitation thereon set forth in Section 2.01(a)(ii), provided that any deposit in the L/C Cash Collateral Account made pursuant to this Section 2.06(b)(i) shall only be required to be maintained so long as the applicable circumstances giving rise to the requirement to make such deposit shall continue to exist or would again exist in the absence of such deposit. (ii) The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate principal amount on deposit in the L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Advances denominated in Foreign Currencies Letters of Credit then outstanding exceeds 105% the Letter of Credit Facility on such Business Day, provided that such deposit shall only be required to be maintained therein for so long as such aggregate Available Amount exceeds the Letter of Credit Facility. (iii) In the event the aggregate Available Amount under all outstanding U.S. Dollar Letters of Credit shall exceed the aggregate U.S. Dollar Letter of Credit Commitments of the Lenders on such dateLenders, the Borrower shall, as soon as practicable and in any event within two five Business Days after written demand by the Administrative Agent, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account in respect of U.S. Dollar Letters of Credit (e.g., without reference to any amounts on deposit therein in respect of Multicurrency Letters of Credit) to equal the amount by which the aggregate Available Amount of all U.S. Dollar Letters of Credit then outstanding exceeds the U.S. Dollar Letter of Credit Facility on such Business Day, provided that such deposit shall only be required to be maintained therein for so long as such aggregate Available Amount exceeds the U.S. Dollar Letter of Credit Facility. In the event the aggregate Available Amount under all outstanding Multicurrency Letters of Credit shall exceed the aggregate Multicurrency Letter of Credit Commitments of the Lenders, the Borrower shall, within five Business Days after written demand by the Administrative Agent, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount in Dollars sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account in respect of Multicurrency Letters of Credit (e.g., without reference to any amounts on deposit therein in respect of U.S. Dollar Letters of Credit) to equal the amount by which the aggregate Available Amount of all Multicurrency Letters of Credit then outstanding exceeds the Multicurrency Letter of Credit Facility on such Business Day, provided that such deposit shall only be required to be maintained therein for so long as such aggregate Available Amount exceeds the Multicurrency Letter of Credit Facility. (iv) In accordance with Section 5.02(e), the Borrower shall, within 12 months following the date of receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing Net Asset Sales Proceeds by the Borrower in or any of its Subsidiaries, prepay an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of the Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess comprising part of the aggregate principal same Borrowings and deposit an amount of Base Rate Advances then outstanding shall be deferred until in the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may beL/C Cash Collateral Account, in an aggregate amount equal to the excess amount of such Net Asset Sales Proceeds that have not been reinvested as permitted under Section 5.02(e), provided that such deposit shall only be required to be maintained therein for so long as the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on the date of such prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (iiv) Each prepayment Prepayments of the Revolving Credit Facility made pursuant to clauses (i), (ii), (iii) and (iv) above shall be applied first to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second to prepay Swing Line Advances then outstanding until such Advances are paid in full, third to prepay Revolving Credit Advances then outstanding (on a pro rata basis in respect of all Lenders) until such Advances are paid in full and fourth deposited in the L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding to the extent required under the foregoing clauses. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank or Lenders, as applicable. On the earlier to occur of the (A) Termination Date, (B) the date on which funds are no longer required to be maintained in the L/C Cash Collateral Account pursuant to Section 2.06(b)(ii), (b)(iii) or (b)(iv), as applicable, and (C) the expiration or other termination of any Letters of Credit for which funds are on deposit in the L/C Cash Collateral Account without any drawings thereon, then, in each case, so long as no Default shall have occurred and be continuing, any remaining funds on deposit in the L/C Cash Collateral Account (together with any interest earned thereon) shall be returned to the Borrower. (vi) All prepayments under this Section 2.10(bsubsection (b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lendersamount prepaid.

Mandatory. (i) If, on any date, the Agent notifies the Borrower that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Committed Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.11(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b2.11(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d8.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.11(b) to the Borrower and the Lenders.

Mandatory. (i) IfThe Borrowers shall, on any date, each date the Agent notifies the Borrower that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior Commitments are reduced pursuant to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth belowSection 2.10, prepay the outstanding principal amount of any Advances owing Revolving Loans and Swing Line Loans and, if necessary, Cash Collateralize the L/C Obligations by the Borrower in an aggregate amount sufficient amount, if any, necessary to reduce such sum the Total Outstandings of each Class to an the amount not to exceed 100% of which the aggregate Total Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderClass have been so reduced. (ii) If at any time the Total Outstandings of either Class shall be in excess of the Total Commitments of such Class then in effect, the Borrowers shall, within four Business Days of the date of receipt of notice thereof from the Administrative Agent at the request of any Lender, pay over the amount of the excess to the Administrative Agent for the account of the Lenders of such Class as and for a mandatory prepayment on such Obligations, with each such prepayment first (but only in the case of a prepayment in respect of the USD Facility) to be applied to the Swing Line Loans then outstanding until payment in full thereof, with any remaining balance to be applied to the Revolving Loans then outstanding until payment in full thereof, with any remaining balance to be held by the Administrative Agent as Cash Collateral for the L/C Obligations, provided that if the U.S. Dollar Equivalent of amounts of Credit Extensions under the USD Facility denominated in Euros has increased as a result of fluctuations in the exchange rate applicable to Euros such that the Total USD Outstandings exceed the Total USD Commitments as then in effect, then the Borrower shall not be obligated to make a prepayment or payover under this clause (ii) unless the amount of Total USD Outstandings is 105% or more of the Total USD Commitments (but any such required prepayment or payover shall be in the full amount of any such excess over 100% of the Total USD Commitments). (iii) Unless the Borrowers otherwise direct, prepayments of Revolving Loans under this Section 2.07(a) in U.S. Dollars shall be applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurocurrency Loans denominated in U.S. Dollars in the order in which their Interest Periods expire and prepayments made in Euros under this Section 2.07(a) shall be applied to Borrowings in Euros in the order in which their Interest Periods expire. Each prepayment made pursuant to of Loans under this Section 2.10(b2.07(a) shall be made together with any by the payment of the principal amount to be prepaid and accrued interest accrued thereon to the date of such prepayment on together with any amounts due the principal amounts prepaid and, Lenders under Section 7.01 hereof. Cash Collateralization of L/C Obligations shall be made in accordance with Section 2.02(f) hereof. The Administrative Agent will promptly advise each Lender of the case applicable Class of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to it receives from the Borrower and the LendersBorrowers.

Mandatory. (i) If, on any date, From and after the Agent notifies the Borrower that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) date of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such dateInitial Loan Borrowing, the Borrower shallshall prepay outstanding Loans with the Net Cash Proceeds received by the Parent, as soon as practicable and in the Borrower or any event Subsidiary of the Borrower from any Mandatory Prepayment Event that occurs on or after the date of the Initial Loan Borrowing. The Borrower shall make such payments to the Administrative Agent for the account of the Lenders, within two five (5) Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepaymentNet Cash Proceeds are received. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in In the case of any prepayment made or to be made in connection with this Section 2.7(b): (A) the Borrower shall deliver to the Administrative Agent at least three (3) Business Days’ prior written notice of such prepayment together with a certificate of a Eurocurrency Rate AdvanceResponsible Officer of the Borrower setting forth in reasonable detail the calculation of the Net Cash Proceeds to be prepaid; (B) the Administrative Agent will promptly notify each Lender of its receipt of such Notice of Prepayment and of the amount of such Lender’s Commitment Percentage of such prepayment; (C) the Borrower shall make such prepayment and the payment amount specified in such Notice of Prepayment shall be due and payable on the date specified therein; (D) any prepayment of a LIBOR Loan shall be accompanied by all accrued interest thereon, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, together with any additional amounts which the Borrower required pursuant to Section 4.4; and (E) each such repayment shall be obligated applied to reimburse to the applicable Loans of the Lenders in respect thereof pursuant to Section 8.04(d)accordance with their respective Commitment Percentages. The Agent shall give prompt notice failure of any prepayment the Borrower to make a required repayment under this Section 2.10(b2.7(b) to following the Borrower and the Lendersoccurrence of a Mandatory Prepayment Event shall constitute an Event of Default hereunder. Any Loans that are prepaid may not be reborrowed.

Mandatory. (i) IfThe Borrower shall, subject to Section 2.17, on any dateeach Business Day (commencing with the Fiscal Year ended February 2, 2008), prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Agent notifies Letter of Credit Advances and the Borrower that, on any interest payment date, Swing Line Advances and deposit an amount in the sum of Collateral Account in an amount equal to the amount by which (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) sum of the aggregate principal amount of the Advances then outstanding plus the aggregate Available Amount of all Advances denominated in Foreign Currencies Letters of Credit then outstanding exceeds 105% (B) the lesser of the aggregate Commitments of Revolving Credit Facility and the Lenders Borrowing Base on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderDay. (ii) Each prepayment The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the Collateral Account an amount sufficient to cause the aggregate amount on deposit in the Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day. (iii) Prepayments of the Revolving Credit Facility made pursuant to clause (i) above shall be made to each of the Revolving Credit Lenders on a pro rata basis to be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, third applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and fourth deposited in the Collateral Account to cash collateralize 102.5% of the Available Amount of the Letters of Credit then outstanding. Upon the drawing of any Letter of Credit for which funds are on deposit in the Collateral Account, such funds shall be applied to reimburse the Issuing Bank or Revolving Credit Lenders, as applicable. (iv) All prepayments under this Section 2.10(bsubsection (b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amount prepaid, together with any amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof owing pursuant to Section 8.04(d9.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. (i) If, on any date, the Agent notifies the Initial Borrower that, on any interest payment dateInterest Payment Date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to immediately preceding such interest payment dateInterest Payment Date) of the aggregate principal amount of all Advances denominated in Foreign Currencies Euros then outstanding exceeds 105110% of the aggregate Commitments of the Lenders on such date, one or more of the Borrower Borrowers (as determined by the Initial Borrower) shall, as soon as practicable and in any event within two five Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower such Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date date, together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided provided, however, that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.10(b)(i) to each of the Borrower Borrowers and the Lenders, and shall provide prompt notice to each of the Borrower Borrowers of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) On each Business Day, each of the Borrowers shall be made together with any interest accrued repay the outstanding Advances by an amount equal to the date excess of such prepayment on the outstanding principal amounts prepaid and, in amount of the case Advances over the aggregate Commitments after giving effect to any reduction of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof Commitments pursuant to Section 8.04(d). The Agent 2.05 on the immediately preceding Business Day. (iii) Each Borrower shall give prompt notice prepay an aggregate principal amount of any prepayment required under this Section 2.10(b) the Advances comprising part of the same Borrowing in an amount equal to 75% of the amount of net cash proceeds received by such Borrower and from each issuance in the LendersU.S. or European capital markets of publicly traded bonds, debentures, or similar debt securities having a maturity in excess of one year.

Mandatory. (i) IfThe Borrower shall, on any date, the Agent notifies date (the Borrower that, on any interest payment date, "PREPAYMENT DATE") that is the sum earlier of (A) the first anniversary of the date of receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries from the sale, lease, transfer or other disposition of any assets of the Borrower or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii ), (iii) or (iv) of Section 5.02(e)) and (B) the date on which the Borrower is required to apply any portion of such Net Cash Proceeds to prepay the Senior Notes pursuant to the Note Purchase Agreement, but only to the extent such Net Cash Proceeds shall not have been reinvested prior to such date in substantially similar assets constituting Investments permitted under Section 5.02(f), prepay an aggregate principal amount of all the Term Advances denominated comprising part of the same Borrowings in Dollars then outstanding plus an amount equal to the sum of (Bx) the Equivalent in Dollars (determined Term Loan Percentage on the third Prepayment Date of such Net Cash Proceeds and (y) the amount of such Net Cash Proceeds that shall not be required to prepay the Senior Notes on such Prepayment Date. Each such prepayment of the Term Advances made on or after October 31, 2001 shall be applied to the installments due thereon pursuant to Section 2.03(a) on a pro rata basis. (ii) The Borrower shall, on each Business Day prior Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings and the Swing Line Advances in an amount equal to such interest payment datethe amount by which (A) the sum of the aggregate principal amount of all (x) the Revolving Credit Advances denominated in Foreign Currencies and (y) the Swing Line Advances then outstanding exceeds 105% of (B) the aggregate Commitments of the Lenders Revolving Credit Facility on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderDay. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. (i) If, on any date, the Agent notifies the Borrower Company that, on any interest payment date, the sum of (A) the aggregate principal amount of all Revolving Credit Advances denominated in Dollars plus the aggregate Available Amount of all Letters of Credit then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Revolving Credit Advances denominated in Foreign Committed Currencies then outstanding exceeds 105103% of the aggregate Revolving Credit Commitments of the Lenders on such date, the Borrower Borrowers shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaiddate; provided that if the aggregate principal amount Company has cash collateralized Letters of Base Rate Advances Credit in accordance with Section 2.19(a), for purposes of this Section 2.10(b) the Available Amount of outstanding at the time Letters of such required prepayment is less than Credit shall be deemed to have been reduced by the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lendercash collateral. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(c). . (iii) The Agent shall calculate on the date of each Notice of Borrowing or Notice of Issuance and on each interest payment date the sum of (A) the aggregate principal amount of all Advances denominated in Dollars plus the aggregate Available Amount of all Letters of Credit then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Committed Currencies and shall give prompt notice (and in any event no later than thirty days) of any prepayment required under this Section 2.10(b) to the Borrower Company and the Appropriate Lenders.

Mandatory. (i) If, on any date, the Agent notifies the Company (with respect to Advances made to the Company and the Designated Subsidiaries) or the Co-Borrower (with respect to Advances made to the Co-Borrower) that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Committed Currencies then outstanding exceeds 105% of the aggregate Commitments (in the case of Advances made to all Borrowers) or the Lenders Co-Borrower Sublimit (in the case of Advances made to the Co-Borrower) on such date, the Borrower applicable Borrower(s) shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower such Borrower(s) in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the next maturing Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.09(b) to the Borrower Company or the Co-Borrower, as applicable, and the Lenders, and shall provide prompt notice to Company or the Borrower Co-Borrower, as applicable, of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b2.09(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturityPeriod, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(b). (iii) The Agent shall calculate on the date of each Notice of Borrowing and on each interest payment date the sum of (A) the aggregate principal amount of all Advances denominated in Dollars plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Eurocurrency Rate Advances denominated in Committed Currencies and shall give prompt notice (and in any event no later than thirty days) of any prepayment required under this Section 2.09(b) to the applicable Borrower(s) and the Lenders. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.09(b) to the Borrower applicable Borrower(s) and the Lenders.

Mandatory. (i) IfIf the Borrower or any Subsidiary receives Debt Incurrence Proceeds other than those resulting from Permitted Debt, on any datethen not later than two Business Days following the receipt of such proceeds, the Agent notifies Borrower shall prepay the Tranche B Advances in an amount equal to 100% of such Debt Incurrence Proceeds. (ii) If the Borrower or any Subsidiary completes a Disposition which is not a Permitted Disposition, then the Borrower shall, no later than three Business Days following the completion of such Disposition and in an amount equal to 100% of the Net Cash Proceeds generated from such Disposition first prepay the outstanding principal amount of the Tranche B Term Advances, second prepay the outstanding principal amount of the Swingline Advances until such time as such Advances are repaid in full, third prepay the outstanding principal amount of the Revolving Tranche A Advances until such time as such Advances are repaid in full, and fourth if any Borrowing Base Deficiency exists on the date of such Disposition, Cash Collateralize the Letter of Credit Exposure. (iii) If the Borrower or any Subsidiary receives any Extraordinary Receipts (whether from a single Casualty Event or related series of Casualty Events and whether as one payment or a series of payments) in excess of $1,000,000 in the aggregate since the Amendment No. 4 Effective Date, then the Borrower shall, no later than five Business Days following the receipt of such excess Extraordinary Receipts and in an amount equal to 100% of the amount of such excess Extraordinary Receipts, first prepay the outstanding principal amount of the Tranche B Term Advances in the inverse order of maturity until such time as the Tranche B Term Advances are repaid in full, second prepay the outstanding principal amount of the Swingline Advances until such Advances are repaid in full, third prepay the outstanding principal amount of the Revolving Tranche A Advances until such Advances are repaid in full, fourth, if any Borrowing Base Deficiency exists on the date of receipt of such Extraordinary Receipts, Cash Collateralize the Letter of Credit Exposure, and in the case of the foregoing second and third clauses, with a corresponding reduction in the Borrowing Base in an amount attributed to the Property related to such Casualty Event (to the extent not already excluded from the Borrowing Base then in effect); provided that, on any interest payment date, the sum of (A) if no Default exists or would arise therefrom, then such excess Extraordinary Receipts shall not be required to be so applied on such date to the aggregate principal amount extent that Borrower shall have delivered a certificate by a Responsible Officer of all Advances denominated the Borrower to the Administrative Agent on or prior to such date stating that such Extraordinary Receipts are reasonably expected to be reinvested in Dollars then outstanding plus fixed or capital assets of any Credit Party within 180 days following the date the Borrower or such Subsidiary received such Extraordinary Receipts (which officer’s certificate shall set forth the estimates of the amounts to be so expended); (B) the Equivalent if all or any portion of such Extraordinary Receipts are not reinvested within such 180-day period as provided in Dollars clause (determined A) above, then 100% of such unused portion shall be applied on the third Business Day prior last day of such period in such order as provided under the first through fourth clauses above; and (C) if an Event of Default exists and such Extraordinary Receipts are insurance proceeds, the Borrower shall turn such proceeds over to the Administrative Agent in accordance with Section 5.3(d). (iv) On any date that a Borrowing Base Deficiency exists as reflected in the Borrowing Base Certificate delivered pursuant to Section 5.2(e) or as notified to the Borrower by the Administrative Agent (with such interest payment date) of the aggregate principal amount of all Advances denominated calculation set forth in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such datereasonable detail which shall be conclusive absent manifest error), the Borrower shall, as soon as practicable and in any event within two three Business Days after receipt Days, to the extent of such noticedeficiency, subject first prepay the outstanding principal amount of the Swingline Advances until such Advances are repaid in full, second prepay the outstanding principal amount of the Revolving Tranche A Advances until such Advances are repaid in full, and third Cash Collateralize the Letter of Credit Exposure. (v) On the last Business Day of each calendar week, if Available Cash in accounts held by, or for the benefit of the Borrower or any Subsidiary, exceeds $3,000,000 (excluding any outstanding checks and electronic funds transfers) then, on the immediately following Business Day, the Borrower shall, to the proviso to this sentence set forth belowextent of such excess, first prepay the outstanding principal amount of the Swingline Advances until such Advances are repaid in full, second prepay the outstanding principal amount of the Revolving Tranche A Advances until such Advances are repaid in full, third if any Borrowing Base Deficiency exists on such date, Cash Collateralize the Letter of Credit Exposure, and fourth, prepay the outstanding principal amount of any Advances owing the Tranche B Term Advances. This clause (v) may be waived, extended or amended by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Majority Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderBorrower. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. (i) If, In the event and on each occasion that any dateNet Cash Proceeds are received by or on behalf of the Borrower or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower shall, within five Business Days after such Net Cash Proceeds are received, prepay Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds (such mandatory prepayments to be applied as set forth in clause (iii) below); provided that, in the case of any event described in clause (a) of the definition of the term “Prepayment Event”, so long as no Event of Default shall have occurred and be continuing and notice of the intent to utilize the reinvestment provisions of this proviso is provided to the Administrative Agent notifies prior to the date such prepayment would otherwise be required to be made, if the Borrower thatand/or its applicable Restricted Subsidiary invests (or commits to invest) the Net Cash Proceeds from such event (or a portion thereof) within 365 days after receipt of such Net Cash Proceeds in assets used or useful in the business of the Borrower and its Restricted Subsidiaries, on then no prepayment shall be required pursuant to this paragraph in respect of such Net Cash Proceeds from such Prepayment Event (or the applicable portion of such Net Cash Proceeds, if applicable, with any interest payment datebalance required to be utilized to prepay the Loans in accordance with this provision) except to the extent of any such Net Cash Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 365-day period (or if committed to be so invested within such 365-day period, have not been so invested within 120 days after such 365-day period), at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so invested. (ii) Following the end of each fiscal year of the Borrower, commencing with the fiscal year ending January 3, 2015, the sum of Borrower shall prepay Loans in an aggregate amount equal to (A) the ECF Prepayment Percentage of Excess Cash Flow for such fiscal year less (B) the aggregate principal amount of all Advances denominated Term Loans, Incremental Term Loans and (to the extent accompanied by a permanent reduction of the Aggregate Commitments in Dollars then outstanding plus the same amount) Revolving Credit Loans prepaid pursuant to Section 2.05(a)(i) during such fiscal year (Bsuch mandatory prepayments to be applied as set forth in clause (iii) below). Each prepayment pursuant to this clause (ii) shall be made no later than three Business Days after the Equivalent in Dollars date on which financial statements are required to be delivered pursuant to Section 6.01(a) with respect to the fiscal year for which Excess Cash Flow is being calculated. (determined on iii) Each prepayment of Loans pursuant to the third Business Day prior to such interest payment dateforegoing clauses (i) and (ii) of this Section 2.05(b) shall be applied, in direct order of maturity to the aggregate next four principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% repayment installments of the aggregate Commitments Term Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.14, of any Incremental Term Loans) and, thereafter, to the remaining scheduled principal installments of the Term Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.14, of any Incremental Term Loans) on a pro rata basis. Subject to Section 2.17, such prepayments shall be paid to the Lenders on in accordance with their respective Applicable Percentages in respect of the relevant Facilities. (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such datetime, the Borrower shallshall immediately prepay Revolving Credit Loans, as soon as practicable Swing Line Loans and in any event within two Business Days after receipt of such notice, subject to L/C Borrowings and/or Cash Collateralize the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less L/C Obligations (other than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, L/C Borrowings) in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lenderexcess. (iiv) Each prepayment Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.10(b) 2.05(b), first, shall be made together with any interest accrued applied ratably to the date of such prepayment on L/C Borrowings and the principal amounts prepaid Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in full; and, in the case of any prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of a Eurocurrency Rate Advanceall L/C Borrowings, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than Swing Line Loans and Revolving Credit Loans outstanding at such time and the last day Cash Collateralization of an Interest Period or at its maturity, any additional amounts which the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be obligated applied (without any further action by or notice to or from the Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the applicable L/C Issuer or the applicable Revolving Credit Lenders, as applicable. (vi) Notwithstanding any other provisions of this Section 2.05 to the Lenders contrary, (i) to the extent that any Net Cash Proceeds of any Prepayment Event by a Foreign Subsidiary or Excess Cash Flow attributable to a Foreign Subsidiary is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in respect thereof Section 2.05(b)(i) or Section 2.05(b)(ii) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly use commercially reasonable efforts to take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to Section 8.04(d2.05(b)(i) or Section 2.05(b)(ii). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b, to the extent provided herein and (ii) to the extent that the Borrower and has determined in good faith that repatriation of any or all of such Net Cash Proceeds or Excess Cash Flow would have a material adverse tax cost consequence with respect to such Net Cash Proceeds or Excess Cash Flow, the LendersNet Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any Net Cash Proceeds or Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to Section 2.05(b)(i) or Section 2.05(b)(ii), (x) the Borrower applies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary) or (y) such Net Cash Proceeds or Excess Cash Flow is applied to the permanent repayment of Indebtedness of a Foreign Subsidiary.

Mandatory. (i) If, on On any date, date that a Borrowing Base Deficiency exists as stated in the Agent notifies Borrowing Base Certificate delivered pursuant to Section 5.2(d) or as notified to the Borrower that, on any interest payment date, by the sum of Administrative Agent (A) the aggregate principal amount of all Advances denominated with such calculation set forth in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such datereasonable detail which shall be conclusive absent manifest error), the Borrower shall, as soon as practicable and in any event within two one Business Days after receipt Day, to the extent of such noticedeficiency, subject first prepay to the proviso to this sentence set forth below, prepay Swing Line Lender the outstanding principal amount of any Advances owing by the Swing Line Advances, second prepay to the Lenders on a pro rata basis the outstanding principal amount of the Revolving Advances; and third make deposits into the Cash Collateral Account to provide cash collateral in the amount of such excess for the Letter of Credit Exposure. (ii) On April 15th of each year commencing with April 15, 2009, the Borrower shall repay the Term Advances in an aggregate amount sufficient equal to reduce such sum to an amount not to exceed 10050% of the aggregate Commitments Excess Cash Flow calculated as of the Lenders on such date together with any interest accrued immediately preceding December 31st and as determined in the Compliance Certificate and annual financial statements of the Borrower required to the date of such prepayment on the aggregate principal amount of Advances prepaidbe delivered under Section 5.2(a); provided that if the aggregate principal Borrower fails to deliver its annual financial statements as required under Section 5.2(a), then on April 15th of each year commencing with April 15th, 2009, the Borrower shall repay the Term Advances in an amount equal to 50% of Base Rate Advances outstanding the Excess Cash Flow calculated by the Administrative Agent based on such information available to the Administrative Agent at such time. If, upon delivery of the time financial statements by the Borrower, such calculation by the Administrative Agent of such required prepayment Excess Cash Flow is less than the amount determined under such financial statements, then within 15 days after said delivery of the financial statements, the Borrower shall prepay the Term Advances in an amount equal to 50% of such required prepaymentdifference in the calculation of Excess Cash Flow. (iii) On each Senior Note Prepayment Date, the portion of such required prepayment in excess of Borrower shall prepay the aggregate principal amount of Base Rate Term Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of principal payment being made on such required prepayment. The Agent shall give prompt notice of any prepayment required date under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderConvertible Senior Notes. (iiiv) Each prepayment made If the Borrower or any Subsidiary of the Borrower receives Debt Incurrence Proceeds (regardless of whether such Debt is permitted hereunder but not including the proceeds from the Convertible Senior Notes), then immediately upon receipt of such proceeds, the Borrower shall repay the Term Advances in an amount equal to 100% of such proceeds. (v) If the Borrower or any Subsidiary receives Equity Issuance Proceeds, then immediately upon receipt of such proceeds the Borrower shall prepay the Term Advances in an amount equal to 50% of such proceeds. (vi) If the Borrower or any Subsidiary of the Borrower completes an asset sale (regardless of whether such sale is permitted under the terms hereof) and the proceeds thereof are not reinvested within 90 days after the completion of such asset sale in assets which would become collateral for the Secured Obligations to the extent the sold assets were collateral for the Secured Obligations, then upon the expiration of such 90 day period the Borrower shall prepay the Term Advances in an amount equal to 100% of such Net Proceeds of such asset sale which have not been so reinvested; provided that, (A) this clause (vi) shall not apply to Net Proceeds from any individual asset sale (whether completed as a single transaction or a series of transaction) which are less than $500,000 so long as the aggregate amount of Net Proceeds which are not applied pursuant to this Section 2.10(bclause (vi) does not exceed $2,000,000, and (B) this clause (vi) shall be made together not apply to the sale of inventory in the ordinary course of business. (vii) If the aggregate outstanding balance of the Term Advances exceeds 75% of the OLV of Fixed Assets which constitute Collateral in which the Administrative Agent has an Acceptable Security Interest, but subject to the proviso below, the Borrower shall either (A) prepay the Term Advances in an amount equal to such excess upon demand from the Administrative Agent or (B) within thirty (30) days after the earlier of (1) the delivery of the last of such appraisals by the Borrower to the Administrative Agent under Section 5.12(b), and (2) the date the Administrative Agent makes demand under clause (A) above, provide the Administrative Agent with any interest accrued unencumbered, additional collateral such that after giving effect thereto the outstanding balance under the Term Advances shall not exceed 75% of the OLV of Fixed Assets that constitute Collateral; provided that if the Borrower fails to deliver such required appraisals on or prior to the date required under Section 5.12, then the “OLV of such prepayment Fixed Assets” for purposes of this clause (vi) shall mean the orderly liquidation value of the Borrower’s and its Subsidiaries’ machinery and equipment as determined by the Administrative Agent in its reasonable discretion and based on the principal amounts prepaid and, appraisals and reports available to the Administrative Agent at such time. (viii) If an increase in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which aggregate Revolving Commitments is effected as permitted under Section 2.14 the Borrower shall prepay any Revolving Advances outstanding on the date such increase is effected to the extent necessary to keep the outstanding Revolving Advances ratable to reflect the revised pro rata shares of the Revolving Lenders arising from such increase. Any prepayment made by Borrower in accordance with this clause (vii) may be obligated to reimburse to made with the proceeds of Revolving Advances made by all the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to connection such increase occurring simultaneously with the Borrower and the Lendersprepayment.

Mandatory. (i) IfIf at any time the Commitment Usage exceeds the aggregate amount of the Commitments of Lenders in effect at such time, on any dateor the Swing Principal Debt exceeds the Swing Line Commitment, then Borrower shall immediately pay to Administrative Agent for the Agent notifies respective accounts of the Borrower appropriate Lenders the amount of such excess; provided that, on any interest payment datesuch date that a mandatory prepayment is due under this Section 2.8(b)(i), if no Principal Debt is then outstanding, but the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding LC Exposure exceeds 105% of the aggregate Commitments of Lenders then in effect, then Borrower shall provide to Administrative Agent (for itself and for the benefit of Lenders on such date, holding participations in the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower LC Subfacility) cash collateral in an aggregate amount sufficient at least equal to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lenderexcess. (ii) Each prepayment made pursuant to this Section 2.10(bIf (A) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case as a result of any prepayment asset disposition by Borrower or any of a Eurocurrency Rate Advanceits Subsidiaries, a LIBO Rate Advance, a Fixed Rate Advance Borrower or a Local Rate Advance on a date any such Subsidiary is required to redeem or prepay (or to offer to redeem or prepay) any Debt (other than the last day Obligations) by a particular date (the “Subject Date”) in an amount equal to all or a portion of the net cash proceeds received by such entity from such asset disposition (the “Asset Disposition Proceeds”), and (B) such obligations to redeem or prepay (or to offer to redeem or prepay) such other Debt may be avoided by prepayment of the Obligations in an amount equal to such Asset Disposition Proceeds on or prior to the Subject Date, then not less than 30 days prior to the Subject Date, Borrower shall pay to Administrative Agent (for the ratable benefit of Lenders) a mandatory prepayment of the Obligations (and the Commitments shall be concurrently reduced) in an amount equal to such Asset Disposition Proceeds. If Borrower is required to pay any outstanding Eurodollar Loans by reason of this Section prior to the end of the applicable Interest Period or at its maturitytherefor, any additional amounts which the then Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to pay all amounts due under Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders4.5.

Mandatory. (i) IfThe Borrower shall, on the date of receipt of the Net Cash Proceeds by the Borrower or any dateof its Subsidiaries from the sale, lease, transfer or other disposition of any assets of the Borrower or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of Inventory in the ordinary course of business and not as part of the sale of a business) or of any Extraordinary Receipt, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings and deposit an amount in the L/C Cash Collateral Account in accordance with clause (viii) below in an amount equal to the amount of such Net Cash Proceeds or such Extraordinary Receipt, as the case may be; provided, however, that the Borrower shall not be required to make any such prepayment and deposit with respect to up to an aggregate amount of $10,000,000 of Net Cash Proceeds in each Fiscal Year from any such sale, lease, transfer or other disposition of assets or from any such Extraordinary Receipt. Each such prepayment shall be applied to the Revolving Credit Facility as set forth in clause (iv) below. (ii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Agent notifies Letter of Credit Advances and the Borrower that, on any interest payment date, Swing Line Advances and deposit an amount in the sum of L/C Cash Collateral Account in accordance with clause (viii) below in an amount equal to the amount by which (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) sum of the aggregate principal amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus the aggregate Available Amount of all Advances denominated in Foreign Currencies Letters of Credit then outstanding exceeds 105% of (B) the aggregate Commitments of the Lenders Revolving Credit Facility on such date, the Business Day. (iii) The Borrower shall, as soon as practicable and in any event within two on each Business Days after receipt of such noticeDay, subject pay to the proviso to this sentence set forth below, prepay Administrative Agent for deposit in the outstanding principal amount of any Advances owing by the Borrower in L/C Cash Collateral Account an aggregate amount sufficient to reduce cause the aggregate amount on deposit in the L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such sum Business Day. (iv) Prepayments of the Revolving Credit Facility made pursuant to an amount not clause (i), (ii) or (iii) above shall be first applied to exceed prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, third applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and fourth deposited in the L/C Cash Collateral Account to cash collateralize 100% of the aggregate Commitments Available Amount of the Lenders on such date together with any interest accrued Letters of Credit then outstanding; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii) or (iii) above, the date amount remaining (if any) after the prepayment in full of the Advances then outstanding and the 100% cash collateralization of the aggregate Available Amount of Letters of Credit then outstanding (the sum of such prepayment on the aggregate principal amounts, cash collateralization amounts and remaining amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest being referred to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, herein as the case "REDUCTION AMOUNT") may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to be retained by the Borrower and the Revolving Credit Facility shall be permanently reduced as set forth in Section 2.05(b)(iii). Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the Issuing Banks or Revolving Credit Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lenderas applicable. (iiv) Each prepayment made pursuant to All prepayments under this Section 2.10(bsubsection (b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lendersamount prepaid.

Mandatory. (i) If, on any date, If the Designated Agent notifies provides a written notice in conformity with Section 2.10(b)(ii) to the Borrower that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances and Letter of Credit Liabilities denominated in Dollars then outstanding plus and (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances and Letter of Credit Liabilities denominated in Foreign Committed Currencies then outstanding exceeds 105102% of the aggregate Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing Advances, and/or to the extent necessary, deposit into the LC Collateral Account in Dollars, an amount (which amount shall be held by the Borrower Designated Agent, for the benefit of the Lenders, as cash collateral for the Borrower’s obligations with respect to outstanding Letters of Credit) necessary so that, after giving effect to such prepayment of Advances and such deposit, the sum of (A) and (B) above less the amount to be deposited in an aggregate amount sufficient to reduce such sum to an amount the LC Collateral Account does not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued as set forth in the written notice from the Designated Agent to the date Borrower pursuant to the terms hereof. Any such amounts so deposited with the Designated Agent as cash collateral in the LC Collateral Account shall (so long as no Event of such prepayment Default has occurred and is continuing) be released to the Borrower on the aggregate principal amount date on which the sum of Advances prepaid; provided that if (A) and (B) above does not exceed 100% of the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess sum of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur Commitments of the last day Lenders and the amount on deposit in the LC Collateral Account (after giving effect to any proposed release) on such date. In connection therewith, upon the request of the Interest Period of Designated Agent the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate AdvancesBorrower shall, as the case may be, in an aggregate amount equal to the excess of extent the LC Collateral Account has not theretofore been opened, open the LC Collateral Account with the Designated Agent and enter into such required prepayment. The documents relating thereto as are reasonably requested by the Designated Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to and mutually acceptable between the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderDesignated Agent. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturityPeriod, with any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(b). The Designated Agent shall give prompt written notice of any prepayment required under this Section 2.10(b) to the Borrower and the LendersLenders and such notice shall specify the amount of such prepayment and contain a reasonably detailed calculation thereof.

Mandatory. (i) If, on any date, the Agent notifies the Borrower Company that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars plus the aggregate Available Amount of all Letters of Credit then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies Euros then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower Borrowers shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.10(b)(i) to the Borrower Company and the Lenders, and shall provide prompt notice to the Borrower Company of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower Borrowers shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower Company and the Lenders.

Mandatory. (i) IfThe Borrower shall, if applicable, within one (1) Business Day after the earlier of the date on which (x) a Responsible Officer becomes aware of any datenon-compliance with the requirements described in the following clauses (A), the Agent notifies (B), (C) , (D) or (E) or (y) written notice thereof shall have been given to the Borrower thatby the Administrative Agent, on any interest payment date, prepay an aggregate principal amount of the sum Revolving Credit Advances comprising part of the same Borrowings and the Letter of Credit Advances to cause (A) the aggregate principal amount of all Advances denominated Unsecured Leverage Ratio not to exceed the maximum Unsecured Leverage Ratio set forth in Dollars then outstanding plus Section 5.04(b)(i) on such Business Day, (B) the Equivalent Leverage Ratio not to exceed the maximum Leverage Ratio set forth in Dollars Section 5.04(a)(i) on such Business Day, (determined C) the Unencumbered Asset Debt Service Coverage Ratio not to be less than the minimum Unencumbered Asset Debt Service Coverage Ratio set forth in Section 5.04(b)(ii) on such Business Day, (D) the third Facility Exposure not to exceed the Facility Available Amount on such Business Day prior to such interest payment dateand (E) of the aggregate principal amount Available Amount of all Advances denominated in Foreign Currencies Letters of Credit then outstanding exceeds 105% not to exceed the Letter of the aggregate Commitments Credit Facility. If both (x) all Advances have been prepaid and such prepayments are not sufficient to cause Borrower to comply with each of the Lenders on such date(A), (B), (C), (D) and (E) and (y) there remains Letter of Credit Exposure, the Borrower shall, as soon as practicable and shall make a deposit in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower L/C Cash Collateral Account in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess lesser of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b(I) the amount sufficient to cause the Borrower to comply with each of (A), (B), (C), (D) and (E) or (II) the Lenders, and shall provide prompt notice to amount of the Borrower Letter of any such notice of required prepayment received by it from any LenderCredit Exposure. (ii) Each prepayment To the extent the funds on deposit in the L/C Cash Collateral Account shall at any time exceed the total amount required to be deposited therein pursuant to the terms of this Agreement, the Administrative Agent shall, promptly upon request by the Borrower and provided that no Default or Event of Default shall then have occurred or be continuing or would result therefrom, return such excess amount to the Borrower. (iii) Prepayments of the Revolving Credit Facility made pursuant to clauses (i) and (ii) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full, and third deposited in the L/C Cash Collateral Account to Cash Collateralize 100% of the Available Amount of the Letters of Credit then outstanding. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the applicable Issuing Bank or Lenders, as applicable. (iv) All prepayments under this Section 2.10(bsubsection (b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lendersamount prepaid.

Mandatory. (i) If, on any date, the Agent notifies the Borrower Company in accordance with clause (iii) below that, on any as of the most recent interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies Euros then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower Borrowers shall, as soon as practicable and in any event within two five Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date (subject to the proviso to this sentence set forth below), together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the next maturing Interest Period of the outstanding Term SOFR Advances or Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower Company in accordance with clause (iii) below and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Term SOFR Advance or a Local Eurocurrency Rate Advance on a date other than the last day of an Interest Period or at its maturityPeriod, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d8.04(c). . (iii) The Agent shall calculate on the date of each Notice of Borrowing and on each interest payment date the sum of (A) the aggregate principal amount of all Advances denominated in Dollars plus (B) the Equivalent in Dollars (determined on the third Business Day prior to the date such calculation is required under this clause (iii)) of the aggregate principal amount of all Eurocurrency Rate Advances and shall give prompt notice (and in any event no later than thirty days) of any prepayment required in connection with an interest payment date under this Section 2.10(b) to the Borrower Company and the Lenders.

Mandatory. (i) IfThe Borrower shall, on any dateeach Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Agent notifies Swing Line Advances and the Borrower that, on any interest payment date, Letter of Credit Advances and deposit an amount in the sum of L/C Cash Collateral Account in an amount equal to the amount by which (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) sum of the aggregate principal amount of (1) the Revolving Credit Advances then outstanding, (2) the Swing Line Advances then outstanding and (3) the Letter of Credit Advances then outstanding plus the aggregate Available Amount of all Advances denominated in Foreign Currencies Letters of Credit then outstanding exceeds 105(B) the lesser of (I) the Revolving Credit Facility and (II) 60% of the Total Unencumbered Asset Value on such Business Day, provided that such deposit shall only be required to be maintained therein for so long as such aggregate Available Amount exceeds the Letter of Credit Facility. (ii) The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day, provided that such deposit shall only be required to be maintained therein for so long as such aggregate Available Amount exceeds the Letter of Credit Facility. (iii) In the event the aggregate Available Amount under all outstanding Letters of Credit shall exceed the aggregate Letter of Credit Commitments of the Lenders on such dateLenders, the Borrower shall, as soon as practicable and in any event within two five Business Days after written demand by the Administrative Agent, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day, provided that such deposit shall only be required to be maintained therein for so long as such aggregate Available Amount exceeds the Letter of Credit Facility. (iv) In accordance with Section 5.02(e), the Borrower shall, within 12 months following the date of receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing Net Asset Sales Proceeds by the Borrower in or any of its Subsidiaries, prepay an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of the Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess comprising part of the aggregate principal same Borrowings and deposit an amount of Base Rate Advances then outstanding shall be deferred until in the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may beL/C Cash Collateral Account, in an aggregate amount equal to the excess amount of such Net Asset Sales Proceeds that have not been reinvested as permitted under Section 5.02(e), provided that such deposit shall only be required to be maintained therein for so long as the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on the date of such prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (iiv) Each prepayment Prepayments of the Revolving Credit Facility made pursuant to clauses (i), (ii), (iii) and (iv) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, third applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and fourth deposited in the L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding to the extent required under the foregoing clauses. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank or Lenders, as applicable. On the earlier to occur of the (A) Termination Date, (B) the date on which funds are no longer required to be maintained in the L/C Cash Collateral Account pursuant to Section 2.06(b)(ii), (b)(iii) or (b)(iv), as applicable, and (C) the expiration or other termination of any Letters of Credit for which funds are on deposit in the L/C Cash Collateral Account without any drawings thereon, then, in each case, so long as no Default shall have occurred and be continuing, any remaining funds on deposit in the L/C Cash Collateral Account (together with any interest earned thereon) shall be returned to the Borrower. (vi) All prepayments under this Section 2.10(bsubsection (b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lendersamount prepaid.

Mandatory. (i) If, on any date, the Administrative Agent notifies the Borrower Borrowers that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies Euro then outstanding plus (C) the LC Exposure then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower Borrowers shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that that, if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or Advances, the outstanding LIBO Rate Advances, the outstanding EURIBOR Advances and/or the maturity date of the outstanding Local Fixed Rate Dollar Advances or Fixed Rate Euro Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Administrative Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower Borrowers and the Lenders, and shall provide prompt notice to the Borrower Borrowers of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. Any Net Proceeds from Asset Sales or an Event of Loss that are not applied or invested as provided in Section 6.2.5(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $250.0 million (i) Ifor at an earlier time, on any dateat the option of the Borrowers), within ten Business Days thereof, the Agent notifies Company will prepay Advances and may make an offer to all holders of other Indebtedness that is secured by a Lien on the Borrower thatCollateral and that is pari passu with Obligations or any Guarantees with respect to offers to purchase, on any interest payment dateprepay or redeem with the proceeds of sales of assets or events of loss to purchase, the sum of prepay or redeem (Asuch other Indebtedness, “Pari Passu Prepayment Indebtedness”) the aggregate maximum principal amount of Advances and such other pari passu Indebtedness (plus all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined accrued interest on the third Business Day prior to such interest payment date) of Indebtedness and the aggregate principal amount of all Advances denominated fees and expenses, including premiums, incurred in Foreign Currencies then outstanding exceeds 105% connection therewith) that may be purchased, prepaid or redeemed out of the aggregate Commitments Excess Proceeds. If any Excess Proceeds remain after consummation of the Lenders on such datean offer to holders of Pari Passu Prepayment Indebtedness, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, Company shall prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient equal to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on Excess Proceeds. If the aggregate principal amount of Advances prepaid; provided that if and such other pari passu Indebtedness required to be prepaid or redeemed or tendered into an applicable offer to prepay or redeem, in each case, hereunder or under the aggregate principal amount of Base Rate Advances outstanding at the time of applicable documentation governing such required prepayment is less than Indebtedness exceeds the amount of such required prepaymentExcess Proceeds, the portion of Advances and such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding other Indebtedness shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances prepaid, redeemed or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment repurchased on a pro rata basis based on the principal amounts tendered or required to be prepaid andor redeemed, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lendersas applicable.

Mandatory. (i) If, If and to the extent that the Outstanding Credits on any date hereunder shall exceed the aggregate amount of the Commitments hereunder on such date, the Agent notifies the each Borrower that, on any interest payment date, the sum of agrees to (A) prepay on such date a principal amount of Advances and/or (B) pay to the Administrative Agent an amount in immediately available funds (which funds shall be held as collateral pursuant to arrangements satisfactory to the Administrative Agent) equal to all or a portion of the amount available for drawing under the Letters of Credit outstanding at such time, which prepayment under clause (A) and payment under clause (B) shall, when taken together result in the amount of Outstanding Credits minus the amount paid to the Administrative Agent pursuant to clause (B) being less than or equal to the aggregate amount of the Commitments hereunder on such date. (ii) If at any time the Outstanding Credits with respect to a Borrower on any date hereunder shall exceed the Borrower Sublimit for such Borrower, such Borrower agrees to (A) prepay on such date Advances in a principal amount equal to such excess and/or (B) pay to the Administrative Agent an amount in immediately available funds (which funds shall be held as collateral pursuant to arrangements satisfactory to the Administrative Agent) equal to all or a portion of the amount available for drawing under the Letters of Credit outstanding to such Borrower at such time, which prepayment under clause (A) and payment under clause (B) shall, when taken together, result in the amount of Outstanding Credits minus the amount paid to the Administrative Agent pursuant to clause (B) being less than or equal to the aggregate amount of the applicable Borrower Sublimit hereunder on such date. (iii) If at any time the aggregate principal amount of all the Swing Line Advances denominated exceeds the Swing Line Sublimit, each Borrower agrees to prepay the Swing Line Advances outstanding to such Borrower in Dollars then outstanding plus (B) the Equivalent in Dollars (a principal amount equal to such Borrower’s pro-rata amount of such excess, determined on the third Business Day prior to such interest payment date) basis of the percentage of the aggregate principal amount of all Swing Line Advances denominated outstanding to such Borrower. (iv) On any date that a change in Foreign Currencies then outstanding exceeds 105% of a Borrower’s Reference Rating occurs that would cause the aggregate Commitments of interest rate applicable to its Advances to exceed the Lenders corresponding interest rate authorized or permitted under such Borrower’s Approval, such Borrower agrees to prepay on such date, date the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the entire outstanding principal amount of each Advance made by each Lender to such Borrower, and such Borrower shall not be permitted to request any Borrowings hereunder until such time as such Borrower shall deliver to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent (including, without limitation, certified copies of all applicable Governmental Actions and Approvals) that such Borrower is authorized under Applicable Law (including all applicable Governmental Actions and Approvals) to incur Indebtedness hereunder at the interest rate and on all other terms that would then be applicable hereunder. Any prepayment of Advances owing shall be accompanied by accrued interest on the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued prepaid to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any such prepayment of a Eurocurrency Eurodollar Rate AdvanceAdvances, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d8.05(b). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. (i) If, on any dateIf the Aggregate Revolving Exposure outstanding exceeds the Revolving Commitment, the Agent notifies Borrowers will immediately prepay the Borrower thatRevolving Loans hereunder without any prepayment premium or penalty (but subject to the payment of all amounts for which the Borrowers are liable under Section 3.05 or similar costs) and Cash Collateralize the Letter of Credit Exposure, on any interest payment date, in each case to the sum of extent necessary to eliminate such excess. (Aii) If the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of Delayed Draw Term Loans exceed the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such dateDelayed Draw Term Loan Commitment, the Borrower shall, as soon as practicable and in Borrowers will immediately prepay the Delayed Draw Term Loans hereunder without any event within two Business Days after receipt of such notice, prepayment premium or penalty (but subject to the proviso payment of all amounts for which the Borrowers are liable under Section 3.05 or similar costs) to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by extent necessary to eliminate such excess. (iii) On the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to fifth Business Day after the date of such prepayment on any Asset Sale by the aggregate principal amount Parent or any of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepaymentits Subsidiaries, the portion of such required prepayment in excess of Borrowers will prepay the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, Loans hereunder in an aggregate amount equal to 100% of the excess amount of Net Cash Proceeds from such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment Asset Sale received by it from the Parent or any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to of its Subsidiaries on the date of such Asset Sale. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, the Borrowers shall not be required to make any prepayment of the Loans under this Section 2.03(b)(iii) with respect to Net Cash Proceeds received by the Parent or any of its Subsidiaries from Asset Sales to the extent that, on or prior to the principal amounts prepaid date such Net Cash Proceeds would otherwise be required to be so applied the Parent notifies the Administrative Agent that such Net Cash Proceeds are to be reinvested in assets used or usable in the business of the Parent or any of its Subsidiaries within 180 days of each such Asset Sale, and if such Net Cash Proceeds to be reinvested are not in fact reinvested within 180 days after receipt thereof, then such proceeds shall be due and payable, and, in each case, applied to the prepayment of Loans as provided in this clause (iii) at the expiration of such 180-day period); provided that the amount of such Net Cash Proceeds not applied to prepayment of the Loans because of this sentence shall not exceed $1,000,000 over the term of this Agreement. (iv) On the fifth Business Day after any incurrence of Indebtedness by the Parent or any of its Subsidiaries (other than Indebtedness expressly permitted pursuant to Section 7.03), the Borrowers will prepay the Loans hereunder in an aggregate amount equal to 100% of the amount of the Net Cash Proceeds from such incurrence of Indebtedness received by the Parent or any of its Subsidiaries. (v) On the fifth Business Day after the closing of any offering or sale of Equity Interests by or any capital contribution to the Parent (other than any Excluded Contribution), the Borrowers will prepay the Loans hereunder in an aggregate amount equal to 50% (or, in the case of Net Cash Proceeds constituting a Cure Amount, 100%) of the Net Cash Proceeds from such offering or sale of Equity Interests. (vi) On the tenth Business Day after the receipt by the Administrative Agent or the Parent or any of its Subsidiaries of the proceeds of insurance, condemnation award or other compensation (other than business interruption insurance proceeds) in respect of any Casualty Event affecting any property or assets of the Parent or any of its Subsidiaries, the Borrowers shall prepay the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds from such Casualty Event, provided that the Borrowers shall not be required to make any prepayment of a Eurocurrency Rate Advancethe Loans under this Section 2.03(b)(vi) with respect to Net Cash Proceeds received by any Borrower or any of its Subsidiaries from Casualty Events to the extent if, a LIBO Rate Advanceat the time proceeds of insurance, a Fixed Rate Advance condemnation award or a Local Rate Advance on a date other compensation (other than business interruption insurance proceeds) in respect of such Casualty Event are received, no Event of Default shall have occurred and be continuing, to the extent that, on or prior to the date such Net Cash Proceeds would otherwise be required to be so applied the Parent notifies the Administrative Agent that such Net Cash Proceeds from such Casualty Event are to be reinvested in the repair, restoration or replacement of the property affected by such Casualty Event or in other assets used or usable in the business of the Borrowers and their Subsidiaries within 180 days of the receipt of such proceeds, and if such Net Cash Proceeds intended to be reinvested are not in fact reinvested then such proceeds shall be due and payable and applied to the prepayment of Loans as provided in this clause (v) at the expiration of such 180-day period). (vii) Not later than the fifth Business Day after the date on which the annual financial statements are required to be delivered for any fiscal year (beginning with the fiscal year ending June 30, 2015) pursuant to Section 6.01(a), if the Total Leverage Ratio is greater than or equal to 2.50:1.00 for the Test Period ending on the last day of such fiscal year, the Borrowers will prepay the Loans hereunder in an Interest aggregate amount equal to 75% (or (A) if the Total Leverage Ratio is less than 2.50:1.00 but greater than or equal to 2.00:1.00 for the Test Period ending on the last day of such fiscal year, 50%, or at its maturity(B) if the Total Leverage Ratio is less than 2.00:1.00 for such Test Period, any additional amounts which 0%) of the Borrower Excess Cash Flow for such fiscal year minus the aggregate amount of voluntary prepayments of the Term Loans, and Delayed Draw Term Loans and, to the extent accompanied by a permanent reduction of the Revolving Commitments, Revolving Loans, during such fiscal year (but, in the case of Term Loans and, only to the extent that such voluntary prepayments were applied pro rata to remaining installments of the Term Loans or Delayed Draw Term Loans, as applicable); (viii) (A) Each prepayment of Loans pursuant to this Section 2.03(b) shall be obligated applied first to reimburse the Term Loans and any Delayed Draw Term Loans then outstanding (and applied pro rata to the remaining installments thereof in inverse order of maturity), then to the outstanding Revolving Loans and lastly, to the Cash Collateralization of Letters of Credit, (B) each such prepayment shall be paid to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent accordance with their respective Pro Rata Shares of such prepayment and (C) prepayments of outstanding Revolving Loans shall give prompt notice of any prepayment required under this Section 2.10(b) to not result in a permanent reduction in the Borrower and the LendersRevolving Commitments.

Mandatory. (i) If, on any date, the Agent notifies the Borrower Company that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Company and, if applicable, each other Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.11(b) to the Borrower Company and the Lenders, and shall provide prompt notice to the Company and each other Borrower of any such notice of required prepayment received by it from any Lender. (ii) The Company shall provide the Lenders with written notice (a "Change in Control Notice") within five Business Days of the occurrence of any Change of Control and, upon the written demand (a "Prepayment Demand") of the Agent, acting at the direction of the Required Lenders, made any time within thirty days after receipt by the Agent of the Change in Control Notice, the Company and, if applicable, each other Borrower shall, within forty-five Business Days after receipt of such Prepayment Demand (unless prior to the expiration of such time period the event that gave rise to such Change of Control shall no longer exist or shall have been otherwise cured or rescinded), prepay the outstanding principal amount of all Revolving Credit Advances and Competitive Bid Advances and all accrued and unpaid interest thereon, together with all other amounts owing by the Borrowers under this Agreement, and terminate the Commitments pursuant to Section 2.06 hereof. (iii) Each prepayment made pursuant to this Section 2.10(b2.11(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.11(b) to the Borrower Borrowers and the Lenders.

Mandatory. (i) IfThe Borrower shall, if applicable, on any dateeach Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Agent notifies Swing Line Advances and the Borrower that, on any interest payment date, the sum Letter of Credit Advances to cause (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus Facility Exposure not to exceed the Revolving Credit Facility on such Business Day, and (B) the Equivalent Facility Exposure not to exceed the Total Borrowing Base Value as set forth in Dollars (determined Section 5.04(b)(i) on the third such Business Day prior to such interest payment date) of the aggregate principal amount of Day. If all Advances denominated in Foreign Currencies then outstanding exceeds 105% have been prepaid and are not sufficient to cause Borrower to comply with each of the aggregate Commitments of the Lenders on such date(A), and (B), the Borrower shall, as soon as practicable and shall make a deposit in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower L/C Cash Collateral Account in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of do the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lendersame. (ii) Each prepayment The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day. To the extent the funds on deposit in the L/C Cash Collateral Account shall at any time exceed the total amount required to be deposited therein pursuant to the terms of this Agreement, the Administrative Agent shall, promptly upon request by the Borrower and provided that no Default or Event of Default shall then have occurred or be continuing or would result therefrom, return such excess amount to the Borrower. (iii) Prepayments of the Revolving Credit Facility made pursuant to clauses (i) and (ii) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, third applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and fourth deposited in the L/C Cash Collateral Account to Cash Collateralize 100% of the Available Amount of the Letters of Credit then outstanding. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank or Lenders, as applicable. (iv) All prepayments under this Section 2.10(bsubsection (b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lendersamount prepaid.

Mandatory. (i) If, on any date, the Agent notifies the Borrower Company in accordance with clause (iii) below that, on any as of the most recent interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies Euros then outstanding exceeds 105% of the aggregate Revolving Credit Commitments of the Lenders on such date, the Borrower Borrowers shall, as soon as practicable and in any event within two five Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders on such date (subject to the proviso to this sentence set forth below), together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the next maturing Interest Period of the outstanding Term SOFR Advances or Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower Company in accordance with clause (iii) below and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Term SOFR Advance or a Local Eurocurrency Rate Advance on a date other than the last day of an Interest Period or at its maturityPeriod, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d8.04(c). . (iii) The Agent shall calculate on the date of each Notice of Borrowing and on each interest payment date the sum of (A) the aggregate principal amount of all Advances denominated in Dollars plus (B) the Equivalent in Dollars (determined on the third Business Day prior to the date such calculation is required under this clause (iii)) of the aggregate principal amount of all Eurocurrency Rate Advances and shall give prompt notice (and in any event no later than thirty days) of any prepayment required in connection with an interest payment date under this Section 2.10(b) to the Borrower Company and the Lenders.

Mandatory. (i) IfWithin five Business Days after the date the Borrower is required to deliver financial statements pursuant to Section 5.03(b) (commencing with the Fiscal Year ended January 31, on any date2009), the Agent notifies Borrower shall prepay Advances in an amount equal to the Borrower that, on any interest payment date, the sum of amount by which (A) the aggregate principal amount Prepayment Percentage of all Advances denominated in Dollars then outstanding plus Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements exceeds (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on voluntary prepayments made during such date, the fiscal year pursuant to Section 2.04(a). (ii) The Borrower shall, as soon as practicable and in any event within two not later than five Business Days after receipt of such notice, subject to any Net Cash Proceeds by any Loan Party or any of its Subsidiaries (if not reinvested in accordance with the proviso to this sentence set forth below, definition of Net Cash Proceeds) prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of the Advances prepaid; provided that if comprising part of the aggregate principal same Borrowings in an amount of Base Rate Advances outstanding at the time of such required prepayment is less than equal to the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderNet Cash Proceeds. (iiiii) Each prepayment made of Advances pursuant to clause (i) or (ii) of this Section 2.10(b2.04(b) shall be applied in direct order to the remaining principal repayment installments of the Facility until all such installments are paid in full. (iv) All prepayments under this subsection (b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amount prepaid, and subject to Section 2.04(v) below, together with any amounts prepaid and, owing pursuant to Section 9.04(c). (v) In lieu of making any prepayment pursuant to this subsection (b) in the case respect of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Eurodollar Rate Advance or a Local Rate Advance on a date other than on the last day of an the Interest Period or therefor, so long as no Event of Default shall have occurred and be continuing, the Borrower at its maturity, any additional amounts which option may deposit with the Borrower Administrative Agent an amount equal to the amount of the Eurodollar Rate Advance to be prepaid and such Eurodollar Rate Advance shall be obligated to reimburse repaid on the last day of the Interest Period therefor in the required amount. Such deposit shall be held by the Administrative Agent in a corporate time deposit account established on terms reasonably satisfactory to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice Administrative Agent, earning interest at the then-customary rate for accounts of any prepayment required under this Section 2.10(b) to the Borrower and the Lenderssuch type.

Mandatory. (i) If, on any date, the Agent notifies the Borrower Company that, on any interest payment datedate in respect of a Facility, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) in each case determined as the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies Committed Currencies) then outstanding exceeds 105103% of the aggregate Revolving Credit Commitments of the Appropriate Lenders on such date, the Borrower Borrowers shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Appropriate Lenders on such date. (ii) If, on any date together with any interest accrued to the date of such prepayment on the aggregate principal amount of that Tranche B Swing Line Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepaymentare outstanding, the portion of such required prepayment in excess Agent notifies the Company that the sum of the aggregate principal amount of Base Rate all Tranche B Revolving Credit Advances then outstanding shall be deferred until (in each case determined as the earliest to occur Equivalent in Dollars of the last day aggregate principal amount of all Advances denominated in Euro) plus the aggregate principal amount of all Tranche B Swing Line Advances then outstanding (in each case determined as the Equivalent in Dollars of the Interest Period aggregate principal amount of all Advances denominated in Euro) exceeds 100% of the Tranche B Facility on such date, the Borrowers shall, as soon as practicable and in any event within one Business Day after receipt of such notice, prepay the outstanding Eurocurrency Rate principal amount of any Tranche B Revolving Credit Advances or Tranche B Swing Line Advances owing by the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, Borrowers in an aggregate amount equal sufficient to reduce such sum to an amount not to exceed the excess of Tranche B Facility on such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lenderdate. (iiiii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Tranche B Swing Line Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Appropriate Lenders in respect thereof pursuant to Section 8.04(d9.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower Company and the Appropriate Lenders.

Mandatory. (i) If, on On any date, date that a Borrowing Base Deficiency exists as stated in the Agent notifies Borrowing Base Certificate delivered pursuant to Section 5.2(e) or as notified to the Borrower that, on any interest payment date, by the sum of Administrative Agent (A) the aggregate principal amount of all Advances denominated with such calculation set forth in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such datereasonable detail which shall be conclusive absent manifest error), the Borrower shall, as soon as practicable and in any event within two three Business Days after receipt Days, to the extent of such noticedeficiency, subject first prepay to the proviso to this sentence set forth below, prepay Swing Line Lender the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient Swing Line Advances, second prepay to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to a pro rata basis the date of such prepayment on the aggregate outstanding principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at Revolving Advances, and third make deposits with the time of such required prepayment is less than Administrative Agent into the Cash Collateral Account to provide Cash Collateral in the amount of such required prepayment, excess (if any) for the portion Letter of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderCredit Exposure. (ii) Each prepayment made pursuant If the Borrower or any Subsidiary receives Debt Incurrence Proceeds other than those resulting from Permitted Debt, then not later than three Business Days following the receipt of such proceeds, the Borrower shall prepay the Term Advances in an amount equal to this 100% of such Debt Incurrence Proceeds. (iii) If the Borrower or any Subsidiary receives Equity Issuance Proceeds (other than Equity Issuance Proceeds from an Excluded Equity Issuance) or receives cash capital contributions on account of then existing Equity Interests of the Borrower, then not later than three Business Days following the receipt of such proceeds, the Borrower shall prepay the Term Advances in an amount equal to 100% of such Equity Issuance Proceeds or contribution; provided that, (A) if no Default exists or would arise therefrom, then such Equity Issuance Proceeds or contributions shall not be required to be so applied on such date to the extent that Borrower shall have notified the Administrative Agent in writing on or prior to such date stating that such proceeds or contributions are reasonably expected to be reinvested in Capital Expenditures not prohibited under Section 2.10(b6.18, Investments permitted by Section 6.3(c), or Acquisitions permitted under Section 6.4 within 180 days following the date the Borrower or such Subsidiary received such proceeds or contribution (which written notice shall set forth the estimates of the amounts to be so expended); and (B) if all or any portion of such proceeds and contributions are not reinvested within such 180-day period as provided in clause (A) above, then 100% of such unused portion shall be made together applied on the last day of such period as a mandatory prepayment of the Term Advances. (iv) If the Borrower or any Subsidiary completes an Asset Sale which is not a Permitted Asset Sale, then the Borrower shall, no later than three Business Days following the completion such Asset Sale, prepay the Term Advances in an amount equal to 100% of the Net Cash Proceeds generated from such Asset Sale. (v) If the Borrower or any Subsidiary completes a Permitted Asset Sale which is permitted under Section 6.8(d) or (e) and the Net Cash Proceeds thereof exceeds $50,000 individually or $250,000 when aggregated with any interest accrued to all such Permitted Asset Sales completed from the date hereof through and including the date of such prepayment Permitted Asset Sale, then the Borrower shall, no later than three Business Days following the completion such Asset Sale, prepay the Term Advances in an amount equal to 100% of the Net Cash Proceeds generated from such Asset Sale in excess of such $50,000 (or such $250,000, if applicable); provided that, (A) if no Default exists or would arise therefrom, then such proceeds shall not be required to be so applied on such date to the principal amounts prepaid and, extent that Borrower shall have notified the Administrative Agent in the case writing on or prior to such date stating that such Net Cash Proceeds are reasonably expected to be reinvested in fixed or capital assets of any prepayment Credit Party within 180 days following the date of a Eurocurrency Rate Advancesuch Asset Sale (which officers’ certificate shall set forth the estimates of the proceeds to be so expended); and (B) if all or any portion of such Net Cash Proceeds are not reinvested within such 180-day period as provided in clause (A) above, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance then 100% of such unused portion shall be applied on a date other than the last day of such period as a mandatory prepayment of the Term Advances. (vi) If the Borrower or any Subsidiary receives any Extraordinary Receipts (whether from a single event or related series of events and whether as one payment or a series of payments) in excess of $50,000 individually or $250,000 when aggregated with all such Extraordinary Receipts received from the date hereof through and including the date of determination, then the Borrower shall, no later than three Business Days following the receipt of such Extraordinary Receipts, prepay the Term Advances in an Interest Period amount equal to 100% of the amount of such Extraordinary Receipts in excess of such $50,000 (or at its maturitysuch $250,000, if applicable); provided that, (A) if no Default exists or would arise therefrom, then such Extraordinary Receipts shall not be required to be so applied on such date to the extent that Borrower shall have notified the Administrative Agent in writing on or prior to such date stating that such Extraordinary Receipts are reasonably expected to be reinvested in fixed or capital assets of any additional Credit Party within 180 days following the date the Borrower or such Subsidiary received such Extraordinary Receipts (which written notice shall set forth the estimates of the amounts which to be so expended); (B) if all or any portion of such Extraordinary Receipts are not reinvested within such 180-day period as provided in clause (A) above, then 100% of such unused portion shall be applied on the last day of such period as a mandatory prepayment of the Term Advances; and (C) if an Event of Default exists and such Extraordinary Receipts are insurance proceeds, the Borrower shall be obligated to reimburse turn such proceeds over to the Lenders Administrative Agent in respect thereof pursuant to accordance with Section 8.04(d5.3(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. (i) If, on any date, the Agent notifies the Borrower that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars plus the aggregate Available Amount of all Letters of Credit then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Committed Currencies then outstanding exceeds 105103% of the aggregate Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaiddate; provided that if the aggregate principal amount Borrower has Cash Collateralized Letters of Base Rate Advances Credit in accordance with Section 2.20(a), the Available Amount of the outstanding at the time Letters of such required prepayment is less than Credit shall be deemed to have been reduced by the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepaymentCash Collateral. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.10(b)(i) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. (i) IfTo the extent the Net Cash Proceeds referred to in this subsection are not applied to repay advances under the Term Loan Facility or the Revolving Credit Facility, the Borrowers shall, on the applicable Prepayment Date with respect to Net Cash Proceeds received by any date, the Agent notifies the Borrower that, on any interest payment date, the sum of Loan Party from (A) the sale, lease, transfer or other disposition of any assets of any Loan Party or any of its Subsidiaries (other than (x) any sale, lease, transfer or other disposition of assets referred to in clause (i), (ii), (iii), (iv) or (v) of the definition of Certain Permitted Dispositions and (y) any sale, lease transfer or other disposition of assets the proceeds of which are reinvested in other assets used in the operation of the business within 18 months of receipt of such proceeds), and (B) the incurrence or issuance by any Loan Party or any of its Subsidiaries of Debt (other than Debt permitted to be incurred or issued pursuant to Section 5.02(b)) or the issuance by BMCA of any Equity Interests, prepay an aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may beLoans, in an aggregate amount equal to the excess amount of such required prepaymentNet Cash Proceeds, plus accrued and unpaid interest on the principal amount of the Loans prepaid and any other amounts payable hereunder with respect thereto. The Agent All payments hereunder shall give prompt notice of any prepayment required under this Section 2.10(b) be applied ratably to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderLoans. (iiA) In the event of any Change of Control, each Lender shall have the right, at such Lender’s option, to require the Borrowers to repay all or any part (equal to $1,000 or an integral multiple thereof) of that Lender’s Loans pursuant to a applicable Change of Control offer on the date (the “Change Of Control Payment Date”) which is 25 Business Days after the date of the applicable Change of Control Notice (as defined below) is mailed or required to be mailed (or such later date as is required by applicable law) at 101% of the principal amount thereof, together with accrued interest thereon to the Change of Control Payment Date (the “Put Amount”). (B) BMCA shall send, by first-class mail, postage prepaid, to the Administrative Agent and all Lenders, within ten Business Days after the occurrence of each Change of Control, a notice of the occurrence of such Change of Control (the “Change of Control Notice”), specifying a date by which a Lender must notify BMCA of such Lender’s intention to exercise the repayment right hereunder and describing the procedure that such Lender must follow to exercise such right. Each prepayment Change of Control Notice shall state: (1) that a Change of Control has occurred, that each Lender has the right to require the Borrowers to repay all or any part of such Lender’s Loans at a price in cash equal to their Put Amount and that the Change of Control offer is being made pursuant to this Section 2.10(b2.05(b); (2) shall the Change of Control Payment Date; (3) that a Lender whose Loans are prepaid only in part will be made together with any interest accrued issued new Notes in an aggregate principal amount equal to the date unpaid portion of its Loans; and (4) the circumstances and relevant facts regarding such Change of Control, including the identity of the purchaser and pro forma financial information. On or before the applicable Change of Control Payment Date, the Borrowers shall pay to the Administrative Agent funds sufficient to repay all Loans required to be repaid under this clause (ii), and upon receipt of such prepayment on funds, the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower Administrative Agent shall be obligated to reimburse promptly thereafter distribute such funds ratably to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the respective applicable Lenders.

Mandatory. (i) IfIf the Borrower or any Subsidiary receives Debt Incurrence Proceeds other than those resulting from Permitted Debt, on any datethen not later than two Business Days following the receipt of such proceeds, the Agent notifies Borrower shall prepay the Tranche B Term Advances in an amount equal to 100% of such Debt Incurrence Proceeds. (ii) If the Borrower or any Subsidiary completes a Disposition which is not a Permitted Disposition, then the Borrower shall, no later than three Business Days following the completion of such Disposition and in an amount equal to 100% of the Net Cash Proceeds generated from such Disposition first prepay the outstanding principal amount of the Tranche B Term Advances until such time as the Tranche B Term Advances are repaid in full, second prepay the outstanding principal amount of the Tranche C Term Advances until such time as the Tranche C Term Advances are repaid in full, third prepay the outstanding principal amount of the Swingline Advances until such time as such Advances are repaid in full, fourth prepay the outstanding principal amount of the Revolving Tranche A Advances until such time as such Advances are repaid in full, and fifth if any Borrowing Base Deficiency exists on the date of such Disposition, Cash Collateralize the Letter of Credit Exposure. (iii) If the Borrower or any Subsidiary receives any Extraordinary Receipts (whether from a single Casualty Event or related series of Casualty Events and whether as one payment or a series of payments) in excess of $1,000,000 in the aggregate since the Amendment No. 4 Effective Date, then the Borrower shall, no later than five Business Days following the receipt of such excess Extraordinary Receipts and in an amount equal to 100% of the amount of such excess Extraordinary Receipts, first prepay the outstanding principal amount of the Tranche B Term Advances until such time as the Tranche B Term Advances are repaid in full, second prepay the outstanding principal amount of the Tranche C Term Advances until such time as the Tranche C Term Advances are repaid in full, third prepay the outstanding principal amount of the Swingline Advances until such Advances are repaid in full, fourth prepay the outstanding principal amount of the Revolving Tranche A Advances until such Advances are repaid in full, fifth, if any Borrowing Base Deficiency exists on the date of receipt of such Extraordinary Receipts, Cash Collateralize the Letter of Credit Exposure, and in the case of the foregoing third and fourth clauses, with a corresponding reduction in the Borrowing Base in an amount attributed to any Inventory related to such Casualty Event (to the extent not already excluded from the Borrowing Base then in effect); provided that, on any interest payment date, the sum of (A) if no Default exists or would arise therefrom, then such excess Extraordinary Receipts shall not be required to be so applied on such date to the aggregate principal amount extent that Borrower shall have delivered a certificate by a Responsible Officer of all Advances denominated the Borrower to the Administrative Agent on or prior to such date stating that such Extraordinary Receipts are reasonably expected to be reinvested in Dollars then outstanding plus fixed or capital assets of any Credit Party within 180 days following the date the Borrower or such Subsidiary received such Extraordinary Receipts (which officer’s certificate shall set forth the estimates of the amounts to be so expended); (B) the Equivalent if all or any portion of such Extraordinary Receipts are not reinvested within such 180-day period as provided in Dollars clause (determined A) above, then 100% of such unused portion shall be applied on the third Business Day prior last day of such period in such order as provided under the first through fourth clauses above; and (C) if an Event of Default exists and such Extraordinary Receipts are insurance proceeds, the Borrower shall turn such proceeds over to the Administrative Agent in accordance with Section 5.3(d). (iv) On any date that a Borrowing Base Deficiency exists as reflected in the Borrowing Base Certificate delivered pursuant to Section 5.2(e) or as notified to the Borrower by the Administrative Agent (with such interest payment date) of the aggregate principal amount of all Advances denominated calculation set forth in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such datereasonable detail which shall be conclusive absent manifest error), the Borrower shall, as soon as practicable and in any event within two three Business Days after receipt Days, to the extent of such noticedeficiency, subject first prepay the outstanding principal amount of the Swingline Advances until such Advances are repaid in full, second prepay the outstanding principal amount of the Revolving Tranche A Advances until such Advances are repaid in full, and third Cash Collateralize the Letter of Credit Exposure. (v) On the last Business Day of each calendar month, if Available Cash in accounts held by, or for the benefit of the Borrower or any Subsidiary, exceeds $6,000,000 (excluding any outstanding checks and electronic funds transfers) then, on the immediately following Business Day, the Borrower shall, to the proviso to this sentence set forth belowextent of such excess, first prepay the outstanding principal amount of the Swingline Advances until such Advances are repaid in full, second prepay the outstanding principal amount of the Revolving Tranche A Advances until such Advances are repaid in full, third if any Borrowing Base Deficiency exists on such date, Cash Collateralize the Letter of Credit Exposure, fourth, prepay the outstanding principal amount of any the Tranche B Term Advances owing until such time as the Tranche B Term Advances are repaid in full and fifth, prepay the outstanding principal amount of the Tranche C Term Advances until such time as the Tranche C Term Advances are repaid in full. This clause (v) may be waived, extended or amended by the Majority Lenders and the Borrower. (vi) On April 30th of each year, commencing with April 30, 2017, the Borrower shall make a prepayment in an aggregate amount sufficient equal to reduce such sum to an amount not to exceed 10075% of the aggregate Commitments of Excess Cash Flow for the Lenders fiscal year ending on such date together with any interest accrued to the date immediately preceding December 31st; provided that, the prepayment under this clause (vi) for a fiscal year shall not be required if the Leverage Ratio as of such prepayment on December 31st is less than or equal to 2.00 to 1.00. The prepayments, if any, required under this clause (vi) shall be applied, first to prepay the aggregate outstanding principal amount of the Tranche B Term Advances prepaid; provided that if until such Tranche B Term Advances are paid in full and second, to prepay the aggregate outstanding principal amount of Base Rate the Tranche C Term Advances outstanding at the time of until such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment Tranche C Term Advances are paid in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lenderfull. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. (i) If, on On any date, date that a Borrowing Base Deficiency exists as stated in the Agent notifies Borrowing Base Certificate delivered pursuant to Section 5.2(e) or as notified to the Borrower that, on any interest payment date, by the sum of Administrative Agent (A) the aggregate principal amount of all Advances denominated with such calculation set forth in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such datereasonable detail which shall be conclusive absent manifest error), the Borrower shall, as soon as practicable and in any event within two three Business Days after receipt Days, to the extent of such noticedeficiency, subject first prepay to the proviso to this sentence set forth below, prepay Swing Line Lender the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient Swing Line Advances, second prepay to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to a pro rata basis the date of such prepayment on the aggregate outstanding principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at Revolving Advances, and third make deposits with the time of such required prepayment is less than Administrative Agent into the Cash Collateral Account to provide Cash Collateral in the amount of such required prepayment, excess (if any) for the portion Letter of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderCredit Exposure. (ii) Each prepayment made pursuant If the Borrower or any Subsidiary receives Debt Incurrence Proceeds other than those resulting from Permitted Debt, then not later than three Business Days following the receipt of such proceeds, the Borrower shall prepay the Term Advances and the CapEx Advances in an amount equal to this 100% of such Debt Incurrence Proceeds. (iii) If the Borrower or any Subsidiary receives Equity Issuance Proceeds (other than Equity Issuance Proceeds from an Excluded Equity Issuance) or receives cash capital contributions on account of then existing Equity Interests of the Borrower, then not later than three Business Days following the receipt of such proceeds, the Borrower shall prepay the Term Advances and the CapEx Advances in an amount equal to 100% of such Equity Issuance Proceeds or contribution; provided that, (A) if no Default exists or would arise therefrom, then such Equity Issuance Proceeds or contributions shall not be required to be so applied on such date to the extent that Borrower shall have notified the Administrative Agent in writing on or prior to such date stating that such proceeds or contributions are reasonably expected to be reinvested in Capital Expenditures not prohibited under Section 2.10(b6.18, Investments permitted by Section 6.3(c), or Acquisitions permitted under Section 6.4 within 180 days following the date the Borrower or such Subsidiary received such proceeds or contribution (which written notice shall set forth the estimates of the amounts to be so expended); and (B) if all or any portion of such proceeds and contributions are not reinvested within such 180-day period as provided in clause (A) above, then 100% of such unused portion shall be made together applied on the last day of such period as a mandatory prepayment of the Term Advances and the CapEx Advances. (iv) If the Borrower or any Subsidiary completes an Asset Sale which is not a Permitted Asset Sale, then the Borrower shall, no later than three Business Days following the completion such Asset Sale, prepay the Term Advances and the CapEx Advances in an amount equal to 100% of the Net Cash Proceeds generated from such Asset Sale. (v) If the Borrower or any Subsidiary completes a Permitted Asset Sale which is permitted under Section 6.8(d) or (e) and the Net Cash Proceeds thereof exceeds $50,000 individually or $250,000 when aggregated with any interest accrued to all such Permitted Asset Sales completed from the date hereof through and including the date of such prepayment Permitted Asset Sale, then the Borrower shall, no later than three Business Days following the completion such Asset Sale, prepay the Term Advances and the CapEx Advances in an amount equal to 100% of the Net Cash Proceeds generated from such Asset Sale in excess of such $50,000 (or such $250,000, if applicable); provided that, (A) if no Default exists or would arise therefrom, then such proceeds shall not be required to be so applied on such date to the principal amounts prepaid and, extent that Borrower shall have notified the Administrative Agent in the case writing on or prior to such date stating that such Net Cash Proceeds are reasonably expected to be reinvested in fixed or capital assets of any prepayment Credit Party within 180 days following the date of a Eurocurrency Rate Advancesuch Asset Sale (which officers’ certificate shall set forth the estimates of the proceeds to be so expended); and (B) if all or any portion of such Net Cash Proceeds are not reinvested within such 180-day period as provided in clause (A) above, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance then 100% of such unused portion shall be applied on a date other than the last day of such period as a mandatory prepayment of the Term Advances and the CapEx Advances. (vi) If the Borrower or any Subsidiary receives any Extraordinary Receipts (whether from a single event or related series of events and whether as one payment or a series of payments) in excess of $50,000 individually or $250,000 when aggregated with all such Extraordinary Receipts received from the date hereof through and including the date of determination, then the Borrower shall, no later than three Business Days following the receipt of such Extraordinary Receipts, prepay the Term Advances and the CapEx Advances in an Interest Period amount equal to 100% of the amount of such Extraordinary Receipts in excess of such $50,000 (or at its maturitysuch $250,000, if applicable); provided that, (A) if no Default exists or would arise therefrom, then such Extraordinary Receipts shall not be required to be so applied on such date to the extent that Borrower shall have notified the Administrative Agent in writing on or prior to such date stating that such Extraordinary Receipts are reasonably expected to be reinvested in fixed or capital assets of any additional Credit Party within 180 days following the date the Borrower or such Subsidiary received such Extraordinary Receipts (which written notice shall set forth the estimates of the amounts which to be so expended); (B) if all or any portion of such Extraordinary Receipts are not reinvested within such 180-day period as provided in clause (A) above, then 100% of such unused portion shall be applied on the last day of such period as a mandatory prepayment of the Term Advances and the CapEx Advances; and (C) if an Event of Default exists and such Extraordinary Receipts are insurance proceeds, the Borrower shall be obligated to reimburse turn such proceeds over to the Lenders Administrative Agent in respect thereof pursuant to accordance with Section 8.04(d5.3(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. (i) If, The Borrower shall repay in full the outstanding balance of all Term Loans on any date, the Agent notifies the Borrower that, on any interest payment date, the sum of earlier of: (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus Maturity Date, and (B) the Equivalent in Dollars (determined on the third second Business Day prior to such interest payment datefollowing the date (if any) that the Market Value of the aggregate principal amount of Eligible Assets is equal to zero. (ii) If for any reason on any date (a “Cash Sweep Reference Date”) either: (A) the then effective Advance Rate is greater than the then Reference Advance Rate but less than the then Stretch Advance Rate then, all Advances denominated amounts then and thereafter on deposit in Foreign Currencies then outstanding the Collection Account will be applied immediately to prepay the Term Loans; provided that such requirement to apply such amounts (1) will not apply unless the Overadvance Amount exceeds 105% $500,000 as of the aggregate Commitments applicable Cash Sweep Reference Date and (2) will cease to apply once the effective Advance Rate is no longer greater than the then Reference Advance Rate, or (B) the Senior Debt Yield as of the Lenders last day of the then most recently ended Measurement Period is determined to be less than 12%, then, on and after the date of such determination of Senior Debt Yield, all amounts on deposit in the Collection Account will be applied immediately to prepay the Term Loans; for purposes of any determination under this clause, the Senior Debt Yield will be determined by reference to the most recently delivered monthly report that is required to be delivered pursuant to Section 6.02(i) with respect to the applicable Measurement Period unless as of such date of determination Pledged Asset EBITDA is deemed to equal zero in accordance with the definition thereof, in which case the Senior Debt Yield will be deemed to be less than 12% as of the applicable date of determination. (iii) If for any reason on any date: (A) the effective Advance Rate is greater than the then Stretch Advance Rate, the Borrower shall, as soon as practicable and in any event shall within two (2) Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, occurrence prepay the outstanding principal amount of any Advances owing by the Borrower Term Loans in an aggregate amount sufficient to reduce such sum cause the then effective Advance Rate to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less be no greater than the amount of such required prepayment, then Reference Advance Rate; (B) the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur Senior Debt Yield as of the last day of the Interest then most recently ended Measurement Period of is determined to be less than 12%, the outstanding Eurocurrency Rate Advances or Borrower shall within two (2) Business Days following the outstanding LIBO Rate Advances and/or the maturity date of such determination of Senior Debt Yield, prepay the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, Term Loans in an aggregate amount sufficient, immediately after giving effect to such prepayment, to cause the effective Advance Rate to be no greater than the then Reference Advance Rate; for purposes of any determination under this clause, the Senior Debt Yield will be determined by reference to the most recently delivered monthly report that is required to be delivered pursuant to Section 6.02(i) with respect to the applicable Measurement Period unless as of such date of determination Pledged Asset EBITDA is deemed to equal zero in accordance with the definition thereof, in which case the Senior Debt Yield will be deemed to be less than 12% as of the applicable date of determination; or (C) the Facility Debt Yield as of the last day of the then most recently ended Measurement Period is determined to be less than 24.5%, the Borrower shall within two (2) Business Days following the date of such determination of Facility Debt Yield, prepay the Term Loans in an aggregate amount sufficient to cause the Facility Debt Yield, on a pro forma basis after giving effect to such prepayment, to be at least equal to 24.5%; for purposes of any determination under this clause, the excess Facility Debt Yield will be determined by reference to the most recently delivered monthly report that is required to be delivered pursuant to Section 6.02(i) with respect to the applicable Measurement Period unless as of such required prepayment. The Agent shall give prompt notice date of determination Pledged Asset EBITDA is deemed to equal zero in accordance with the definition thereof, in which case the Facility Debt Yield will be deemed to be equal to 24.5% as of the applicable date of determination. (iv) On the first date (if any) that any amount owing under or in respect of any prepayment Eligible Asset is for any reason overdue or otherwise delinquent for a period of sixty (60) days or more, or if the Borrower is unable for any reason to determine (by reference to monthly financial statements required under this Section 2.10(b) to be furnished pursuant to the “Hilton Loan Documents” (as defined in the Security Agreement)) the Facility Debt Yield for a period of 120 consecutive days, then the Borrower and shall within two (2) Business Days following such date prepay the LendersTerm Loans in an aggregate amount sufficient, and shall provide prompt notice immediately after giving effect to such prepayment, to cause the effective Advance Rate to be no greater than the then Reference Advance Rate. (v) Upon receipt by the Borrower of any amount in respect of a payment on account of the principal of an Eligible Asset (whether by virtue of an amortization payment, a prepayment, an enforcement or otherwise) (each, an “EA Principal Payment”), the Borrower shall within two (2) Business Days following such notice date prepay the Term Loans in an aggregate equal to the product of required prepayment received (x) the amount of such EA Principal Payment, multiplied by it from any Lender(y) the then Reference Advance Rate. (iivi) Each The obligations of the Borrower to make prepayments pursuant to the foregoing clauses of this Section 2.03(b) are independent obligations, and no prepayment made pursuant to any clause of this Section 2.10(b2.03(b) (other than a prepayment in full of all Term Loans) shall relieve the Borrower of its obligation to make any other prepayment that is required to be made under any other clause hereof. If at any time the Borrower is required to make prepayments of the Term Loans pursuant to more than one of clauses (ii) through (v) of this Section 2.03(b), then until such time as all such required prepayments have been made all prepayments made by the Borrower pursuant to this Section 2.03(b) shall be made together with deemed as having been applied in the following order for purposes of determining whether any interest accrued to the date of such prepayment on requirement has been satisfied: First, to prepayments of the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or Term Loans required at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof such time pursuant to Section 8.04(d2.03(b)(iii) (irrespective of the date that such required prepayments are required to be paid pursuant to such Sections). The Agent shall give prompt notice , until such time as all such prepayments have been made in full; Second, to prepayments of any prepayment the Term Loans required under this at such time pursuant to Section 2.10(b) 2.03(b)(ii), until such time as all such prepayments have been made in full; Third, to prepayments of the Borrower Term Loans required at such time pursuant to Section 2.03(b)(iv), until such time as all such prepayments have been made in full; and Fourth, to prepayments of the LendersTerm Loans required at such time pursuant to Section 2.03(b)(v), until such time as all such prepayments have been made in full.

Mandatory. (i) IfThe Borrower shall, on any dateeach Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowing, the Agent notifies Letter of Credit Advances and the Borrower that, on any interest payment date, Swing Line Advances in an amount equal to the sum of amount by which (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) sum of the aggregate principal amount of (I) the Revolving Credit Advances, (II) the Letter of Credit Advances and (III) the Swing Line Advances, in each case, then outstanding plus the aggregate Available Amount of all Advances denominated in Foreign Currencies Letters of Credit then outstanding exceeds 105% of (B) the aggregate Commitments of the Lenders Revolving Credit Facility on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderDay. (ii) Each prepayment If, as of the end of any Business Day, the aggregate amount of cash and Cash Equivalents held in deposit accounts and securities accounts of the Borrower and its Subsidiaries (excluding cash and Cash Equivalents held in (x) Excluded Accounts (as defined in the Security Agreement) and (y) the Senior Notes Escrow Account) exceeds $100,000,000, the Borrower shall on or before 9:00 a.m. New York City time, on the next Business Day prepay (i) any then-outstanding Swing Line Advances, to the extent of such excess, and (ii) after all Swing Line Advances have been paid in full, any then-outstanding Revolving Credit Advances to the extent any such excess remains, in an aggregate principal amount equal to the lesser of (A) the then-remaining excess and (B) the sum of the then-outstanding Revolving Credit Advances. (iii) Prepayments of the Revolving Credit Facility made pursuant to clauses (i) and (ii) shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full and third applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowing until such Advances are paid in full. (iv) The Borrower shall, on the last day of each of the first three fiscal quarters and the last day of each fiscal year of the Borrower, prepay the principal amount of each Swing Line Borrowing in excess of $2,500,000 outstanding on such day. (v) All prepayments under this Section 2.10(bsubsection (b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amount prepaid, together with any amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof owing pursuant to Section 8.04(d8.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. (i) IfThe Borrower shall, on any dateeach Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Agent notifies Swing Line Advances and the Borrower thatLetter of Credit Advances and, on any interest payment dateto the extent all Advances have been prepaid, make a deposit in the sum of L/C Cash Collateral Account in an amount sufficient to cause (A) the aggregate principal amount Facility Exposure not to exceed the lesser of all Advances denominated in Dollars then outstanding plus the Revolving Credit Facility and the Total Borrowing Base Value on such Business Day, (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount Leverage Ratio not to exceed 100% of the aggregate Commitments of the Lenders applicable maximum Leverage Ratio set forth in Section 5.04(a)(i) on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the LendersBusiness Day, and shall provide prompt notice (C) the Facility Exposure not to exceed the Borrower of any Total Borrowing Base Value as set forth in Section 5.04(b)(i) on such notice of required prepayment received by it from any LenderBusiness Day. (ii) Each prepayment The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day. To the extent the funds on deposit in the L/C Cash Collateral Account shall at any time exceed the total amount required to be deposited therein pursuant to the terms of this Agreement, the Administrative Agent shall, promptly upon request by the Borrower and provided that no Default or Event of Default shall then have occurred or be continuing or would result therefrom, return such excess amount to the Borrower. (iii) Prepayments of the Revolving Credit Facility made pursuant to clause (i) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, third applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and fourth deposited in the L/C Cash Collateral Account to Cash Collateralize 100% of the Available Amount of the Letters of Credit then outstanding. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank or Lenders, as applicable. (iv) All prepayments under this Section 2.10(bsubsection (b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lendersamount prepaid.

Mandatory. (i) If, on any date, the Agent notifies the Borrower Company that, on any interest payment date, the sum of (A) the sum of aggregate principal amount of all Advances denominated in Dollars plus the aggregate Available Amount of all Letters of Credit denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third second Business Day prior to such interest payment date) of the sum of the aggregate principal amount of all Advances denominated in Foreign Currencies plus the aggregate Available Amount of all Letters of Credit denominated in Foreign Currencies then outstanding outstanding, exceeds 105% of the aggregate Revolving Credit Commitments of the Lenders on such date, the Company and each other Borrower shall, as soon as practicable and in any event within two three Business Days after receipt of such notice, subject prepay or cause to the proviso to this sentence set forth below, prepay be prepaid the outstanding principal amount of any Advances owing by the Borrower Borrowers in an aggregate amount (or deposit an amount in the L/C Cash Deposit Account) sufficient to reduce such sum (calculated on the basis of the Available Amount of Letters of Credit being reduced by the amount in the L/C Cash Deposit Account) to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.11(b) to the Borrower Company and the Lenders, and shall provide prompt notice to the Borrower Company of any such notice of required prepayment received by it from any Lender. (ii) The Company shall, within five Business Days (or in the case of any Indebtedness incurred pursuant to Section 5.02(b)(xiv), ten Business Days) of receipt by the Company or any Restricted Subsidiary of Net Cash Proceeds arising from (A) any Asset Disposition in respect of a sale or other disposition of any property or assets of the Company or any such Restricted Subsidiary but excluding any Asset Disposition permitted by Sections 5.02(e)(ii), (iv) through (vii), (ix), (xi), (xv) and (xvi) (B) any Insurance and Condemnation Event with respect to any property of the Company or any Restricted Subsidiary in excess of $25,000,000 or (C) the issuance or incurrence of Indebtedness by the Company or any Restricted Subsidiary (other than Indebtedness permitted by Section 5.02(b), except as provided in subsection (b)(xi) or (b)(xiv) thereof), immediately pay or cause to be paid to the Agent for the account of the Lenders an amount equal to 100% of such Net Cash Proceeds; provided, however, that, so long as no Event of Default shall have occurred and be continuing the Company may, upon any such receipt of proceeds referred to in clause (A) or (B), reinvest such Net Cash Proceeds in the business of the Company or any Subsidiary, within the earlier of (I) the last Termination Date scheduled to occur under the definition thereof and (II) the later of (A) 12 months following the date of receipt of such Net Cash Proceeds and (B) 18 months following the date of receipt of such Net Cash Proceeds if the Company or such Restricted Subsidiary has committed to reinvest such proceeds within such 12 month period referred to in clause (A). (iii) Each prepayment made pursuant to this Section 2.10(b2.11(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Term Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.11(b) to the Borrower Company and the Lenders.

Mandatory. (i) If, on If at any date, the Agent notifies the Borrower that, on any interest payment date, time the sum of (A) the aggregate unpaid principal amount balance of all Advances denominated in Dollars the Loans and the L/C Obligations then outstanding plus (B) the Equivalent shall be in Dollars (determined on the third Business Day prior to such interest payment date) excess of the aggregate principal Threshold Available Amount as determined and computed in the most recent Available Amount Certificate delivered in accordance with Section 8.5(d) or Section 8.5(m) hereof, the Borrower shall within five (5) calendar days, and without notice or demand, pay the amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% excess of the aggregate Commitments Threshold Available Amount to the Administrative Agent for the account of the Lenders as a mandatory prepayment on such dateObligations. (ii) If at any time the sum of the unpaid principal balance of the Loans and the L/C Obligations then outstanding shall be in excess of the Available Amount (but not the Threshold Available Amount) as determined and computed in the most recent Available Amount Certificate delivered in accordance with Section 8.5(d) or Section 8.5(m) hereof, the Borrower shall, as soon as practicable within thirty (30) calendar days, and in any event within two Business Days after receipt without notice or demand, pay the amount of such notice, subject the excess to the proviso to this sentence set forth below, prepay Administrative Agent for the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments account of the Lenders as a mandatory prepayment on such date together Obligations. (iii) All prepayments under this Section 1.8(b) shall first be applied to the Loans until paid in full, with any interest accrued remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the date Letters of such prepayment on Credit. Unless the aggregate principal amount Borrower otherwise directs, prepayments of Advances prepaid; provided that if the aggregate principal amount Loans under this Section 1.8(b) shall be applied first to Borrowings of Base Rate Advances outstanding at Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the time order in which their Interest Periods expire. Each prepayment of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required Loans under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b1.8(b) shall be made together with any interest accrued to by the date payment of such prepayment on the principal amounts amount to be prepaid and, in the case of any Eurodollar Loans accrued interest thereon to the date of prepayment together with any amounts due the Lenders under Section 1.11 hereof. Each prefunding of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower L/C Obligations shall be obligated to reimburse to the Lenders made in respect thereof pursuant to accordance with Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders9.4 hereof.

Mandatory. (i) If, on any date, the Agent notifies the Borrower Borrowers that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars Euros then outstanding plus (B) the Equivalent in Dollars Euros (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies Dollars or Sterling then outstanding exceeds 105% of the aggregate Revolving Credit Commitments of the Lenders on such date, Lubrizol France shall (or shall procure that the Borrower other Borrowers shall), as soon as practicable and in any event within two five Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower Borrowers and the Lenders.

Mandatory. (i) IfThe Borrower shall, on the Business Day following the date of receipt of any dateNet Cash Proceeds by any Loan Party or any of its Subsidiaries, prepay an aggregate principal amount of the Advances equal to such Net Cash Proceeds; provided, however, that (A) the Borrower shall not be required to make any prepayment hereunder with Net Cash Proceeds unless and until the aggregate amount of all such Net Cash Proceeds (excluding Net Cash Proceeds from Extraordinary Receipts) that have not theretofore been applied to prepay the Advances pursuant to this Section 2.06(b)(i) exceeds $5,000,000 (at such time the Borrower shall be required to make a prepayment hereunder with all such excess Net Cash Proceeds except to the extent such prepayment is not required under clause (B), (C) or (D) of this proviso), (B) to the extent the aggregate amount of all Net Cash Proceeds (excluding Net Cash Proceeds from Extraordinary Receipts) received by the Loan Parties and their Subsidiaries shall exceed $10,000,000, only 75% of any amount of such excess amount of Net Cash Proceeds received shall be required to be applied to prepayment hereunder, (C) in the case of Net Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event (“Extraordinary Receipts Proceeds”), to the extent such Extraordinary Receipts Proceeds are used to repair, restore or replace the assets that are the subject of such event in substantially the same location promptly after the receipt of such Extraordinary Receipts Proceeds by a Loan Party or any of its Subsidiaries, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder, and (D) in the case of Extraordinary Receipts Proceeds received with respect to a casualty or condemnation event in respect of Inventory, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder. Each such prepayment shall be applied first ratably to the outstanding Term Advances, second ratably to the outstanding Non-rollup Revolving Credit Facility as set forth in clause (iv) below and the Rollup Revolving Credit Facility as set forth in clause (v) below, and third, if required under Section 2.03(g) or 2.21(g), deposited in the L/C Cash Collateral Account. (ii) The Borrower shall, on each Business Day, if applicable, prepay an aggregate principal amount of the Non-rollup Revolving Credit Advances, the Agent notifies Rollup Revolving Credit Advances, the Borrower that, on any interest payment date, Non-rollup Letter of Credit Advances or the Rollup Letter of Credit Advances or deposit an amount in the L/C Collateral Account in an amount equal to the amount by which (A) the sum of (Ax) the Non-rollup Revolving Credit Advances, the Rollup Revolving Credit Advances, the Non-rollup Letter of Credit Advances and the Rollup Letter of Credit Advances then outstanding plus (y) the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the lesser of (x) the sum of the aggregate Non-rollup Revolving Credit Commitments and the Rollup Revolving Credit Commitments and (y) (1) the Borrowing Base minus (2) the aggregate principal amount of all the Term Advances denominated then outstanding. (iii) The Borrower shall, on each Business Day, if applicable, pay to the Administrative Agent for deposit in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior L/C Cash Collateral Account an amount sufficient to such interest payment date) of cause the aggregate principal amount on deposit in such L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Advances denominated in Foreign Currencies Letters of Credit then outstanding exceeds 105% the Letter of the aggregate Commitments of the Lenders Credit Sublimit on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderDay. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. (i) If, on any date, the Agent notifies the Borrower that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.11(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b2.11(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d8.04(b). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.11(b) to the Borrower and the Lenders.

Mandatory. (i) If, on any date, the Agent notifies the Borrower Company that, on any interest payment date, the sum of (A) the sum of aggregate principal amount of all Advances denominated in Dollars plus the aggregate principal amount of all Letters of Credit denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the sum of the aggregate principal amount of all Advances denominated in Foreign Currencies plus the aggregate principal amount of all Letters of Credit denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Revolving Credit Commitments of the Lenders on such date, the Company and each other Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower Borrowers in an aggregate amount (or deposit an amount in the L/C Cash Deposit Account) sufficient to reduce such sum (calculated on the basis of the Available Amount of Letters of Credit being reduced by the amount in the L/C Cash Deposit Account) to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.11(b) to the Borrower Company and the Lenders, and shall provide prompt notice to the Borrower Company of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b2.11(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local LIBO Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.11(b) to the Borrower Company and the Lenders.

Mandatory. (i) IfThe Crompton A Borrowers shall, on any dateeach Business Day, prepay an aggregate principal amount of the Working Capital A Advances comprising part of the same Borrowings, the Agent notifies Letter of Credit A Advances and the Swing Line A Advances equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Working Capital A Advances, (y) the Letter of Credit A Advances and (z) the Swing Line A Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding under the Working Capital A Facility exceeds (B) the Working Capital A Facility on such Business Day. (ii) The Uniroyal B-1 Borrower thatshall, on each Business Day, prepay an aggregate principal amount of the Working Capital B-1 Advances comprising part of the same Borrowings, the Letter of Credit B-1 Advances and the Swing Line B-1 Advances equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Working Capital B-1 Advances, (y) the Letter of Credit B-1 Advances and (z) the Swing Line B-1 Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding under the Working Capital B-1 Facility exceeds (B) the Working Capital B-1 Facility on such Business Day. (iii) Notwithstanding anything herein to the contrary, each B-2 Borrower shall, on the first Business Day of each month, prepay such B-2 Borrower's Borrower's Share of any interest payment dateamount set forth in clause (b) of the definition "B-2 Facility Overage" that exceeds the lesser of (A) US$10,000,000 minus the B-3 Facility Overage at such time and (B) the aggregate Unused Working Capital Commitments of the Working Capital A Lenders at such time. (iv) Notwithstanding anything herein to the contrary, each B-3 Borrower shall, on the first Business Day of each month, prepay such B-3 Borrower's Borrower's Share of any amount set forth in clause (b) of the definition "B-3 Facility Overage" that exceeds the lesser of (A) US$10,000,000 minus the B-2 Facility Overage at such time and (B) the aggregate Unused Working Capital Commitments of the Working Capital A Lenders at such time. (v) The Canadian Borrower shall, on each Business Day, prepay an aggregate principal amount of the Canadian Borrower Advances comprising part of the same Borrowings equal to the amount by which (A) the sum of (Ax) the aggregate principal amount of all the Canadian Borrower Advances denominated in Dollars and (y) the aggregate Face Amount of Bankers' Acceptances then outstanding plus exceeds (B) the Equivalent in Dollars Canadian Facility on such Business Day. (determined vi) Notwithstanding anything herein to the contrary, the Canadian Borrower shall, on the third first Business Day prior to such interest payment dateof each month, prepay any amount set forth in clause (b) of the aggregate principal amount definition "Canadian Facility Overage" that exceeds the lesser of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of (A) US$10,000,000 and (B) the aggregate Unused Working Capital Commitments of the Working Capital A Lenders at such time. (vii) The Crompton A Borrowers shall, on each Business Day, pay to the Agent for deposit in the relevant L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding under the Working Capital A Facility exceeds the Letter of Credit A Facility on such date, the Business Day. (viii) The Uniroyal B-1 Borrower shall, as soon as practicable and in any event within two on each Business Days after receipt of such noticeDay, subject pay to the proviso to this sentence set forth below, prepay Agent for deposit in the outstanding principal amount of any Advances owing by the Borrower in relevant L/C Cash Collateral Account an aggregate amount sufficient to reduce cause the aggregate amount on deposit in such sum Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding under the Letter of Credit B-1 Facility exceeds the Letter of Credit B-1 Facility on such Business Day. (ix) The Canadian Borrower shall, on each Business Day, pay to the Agent for deposit in the Canadian Cash Collateral Account an amount not sufficient to exceed cause the aggregate amount on deposit in such Account to equal the amount by which the aggregate Face Amount of all Bankers' Acceptances then outstanding under the Canadian Facility exceeds the Canadian Facility on such Business Day. (x) Prepayments of the Working Capital A Facility, Working Capital B-1 Facility, Working Capital B-2 Facility, Working Capital B-3 Facility or Canadian Facility made pursuant to clause (i), (ii), (iii), (iv), (v) or (vi) above shall be first applied to prepay Letter of Credit Advances then outstanding under such Facility until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding under such Facility until such Advances are paid in full, third applied to prepay Working Capital Advances then outstanding under such Facility comprising part of the same Borrowings until such Advances are paid in full and fourth deposited in the relevant L/C Cash Collateral Account to cash collateralize 100% of the aggregate Commitments Available Amount of the Lenders on Letters of Credit then outstanding under such date together with any interest accrued to Facility or, in the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess case of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until Canadian Facility, deposited in the earliest Canadian Cash Collateral Account to occur cash collateralize 100% of the last day Face Amount of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lenderall Bankers' Acceptances then outstanding. (iixi) Each prepayment made pursuant to All prepayments under this Section 2.10(bsubsection (b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lendersamount prepaid.

Mandatory. The Borrower shall, on the date of receipt of the Net Cash Proceeds of any Extraordinary Receipt by the Borrower or any of its Subsidiaries, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings and deposit an amount in the L/C Cash Collateral Account in accordance with clause (iv) below in an amount equal to the amount of such Net Cash Proceeds. Each such prepayment shall be applied to the Revolving Credit Facility as set forth in clause (iv) below. (i) IfThe Borrower shall, on any dateeach Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Agent notifies Letter of Credit Advances and the Borrower that, on any interest payment date, Swing Line Advances and deposit an amount in the sum of L/C Cash Collateral Account in accordance with clause (iv) below in an amount equal to the amount by which (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) sum of the aggregate principal amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus the aggregate Available Amount of all Advances denominated in Foreign Currencies Letters of Credit then outstanding exceeds 105% of (B) the aggregate Commitments of the Lenders Revolving Credit Facility on such date, the Business Day. (ii) The Borrower shall, as soon as practicable and in any event within two on each Business Days after receipt of such noticeDay, subject pay to the proviso to this sentence set forth below, prepay Paying Agent for deposit in the outstanding principal amount of any Advances owing by the Borrower in L/C Cash Collateral Account an aggregate amount sufficient to reduce cause the aggregate amount on deposit in the L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such sum Business Day. (iii) At any time after (i) any assets of a type that would constitute Collateral have been pledged by any Subsidiary to an amount any Person financing a transaction permitted under Section 5.02(f)(vii) or (ii) the Borrower has otherwise elected not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued cause a newly-formed or newly-acquired Subsidiary to pledge its assets to the date of such prepayment on Collateral Agent as would otherwise be required under Section 5.01(j), if (A) the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess sum of the aggregate principal amount of Base Rate (x) the Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding shall be deferred until plus the earliest to occur aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) 85% of the last day book value of accounts receivables that constitute Collateral and (x) 65% of the Interest Period book value of inventory that constitutes Collateral plus (y) the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date aggregate Agreement Value of the outstanding Local Rate Advances or Fixed Rate Advancesall Cash Management Agreements and Secured Hedge Agreements at such time, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to then the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any immediately prepay such notice of required prepayment received by it from any Lenderexcess. (iiiv) Each prepayment Prepayments of the Revolving Credit Facility made pursuant to clause (i), (ii) or (iii) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, third applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and fourth deposited in the L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii) or (iii) above, the amount remaining (if any) after the prepayment in full of the Advances then outstanding and the 100% cash collateralization of the aggregate Available Amount of Letters of Credit then outstanding may be retained by the Borrower. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the Issuing Banks or Revolving Credit Lenders, as applicable. (v) All prepayments under this Section 2.10(bsubsection (b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lendersamount prepaid.

Mandatory. (i) If, on any date, the Agent notifies the Borrower that, on any interest payment date, the sum of (A) the aggregate principal amount of all Revolving Credit Advances denominated in Dollars plus the aggregate Available Amount of all Letters of Credit then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Revolving Credit Advances denominated in Foreign Committed Currencies then outstanding exceeds 105103% of the aggregate Revolving Credit Commitments of the Revolving Credit Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Revolving Credit Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Revolving Credit Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaiddate; provided that if the aggregate principal amount Borrower has Cash Collateralized Letters of Base Rate Advances Credit in accordance with Section 2.20(a), the Available Amount of the outstanding at the time Letters of such required prepayment is less than Credit shall be deemed to have been reduced by the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepaymentCash Collateral. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.10(b)(i) to the Borrower and the Revolving Credit Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Revolving Credit Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Term SOFR Advance or a Local Eurocurrency Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04. (iii) No later than three Business Days after the date on which the financial statements with respect to each fiscal year are required to be delivered pursuant to Section 5.01(i)(ii) (commencing with the Borrower’s fiscal year ending on or about January 31, 2020), the Borrower shall prepay outstanding Term Advances, Term 2 Advances, Tranche B Loans and Tranche B2 Loans in accordance with Section 2.10(b)(vi) in an aggregate principal amount equal to the excess, if any, of (A) the Excess Cash Flow Percentage of Excess Cash Flow for such fiscal year then ended minus (B) any optional prepayments or repurchases of Term Advances, Term 2 Advances, Tranche B Loans or Tranche B2 Loans pursuant to Section 2.10(a) made during such fiscal year, or in the following fiscal year before the making of any prepayment required in respect of such fiscal year pursuant to this Section 2.10(b)(iii), but only to the extent that (i) such prepayments do not occur in connection with a refinancing of all or any portion of such Term Advances, Term 2 Advances, Tranche B Loans or Tranche B2 Loans and (ii) such prepayment was not previously applied to reduce the amount of any prepayment required by this Section 2.10(b)(iii) in respect of a prior fiscal year. (iv) In the event that the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of any Indebtedness for borrowed money of the Borrower or any of its Subsidiaries (other than any cash proceeds from the issuance of Indebtedness for borrowed money permitted under this Agreement), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by the Borrower or any such Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Advances, Term 2 Advances, Tranche B Loans and Tranche B2 Loans in accordance with Section 2.10(b)(vi). (v) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Advances, Term 2 Advances, Term B Loans and Tranche B2 Loans in accordance with Section 2.10(b)(vi). (vi) Mandatory prepayments of outstanding Term Advances, Term 2 Advances, Tranche B Loans and Tranche B2 Loans under this Agreement shall be allocated as between the relevant Facilities on a pro rata basis to each of the Term Advances, Term 2 Advances, the Tranche B Loans and the Tranche B2 Loans (except to the extent such prepayment is required to be made as a result of a refinancing in whole or in part of the Tranche B Facility or the Tranche B2 Facility in connection with a Refinancing Amendment that requires the allocation of the prepayment solely to the Tranche B Facility or the Tranche B2 Facility, as applicable), and, (A) in the case of Term Advances, shall be applied pro rata to the remaining scheduled installments of principal due in respect of the Term Advances under Section 2.06(c), (B) in the case of Tranche B Loans, shall be applied pro rata to the remaining scheduled installments of principal due in respect of the Tranche B Loans under Section 2.06(d), and (C) in the case of Tranche B2 Loans, shall be applied pro rata to the remaining scheduled installments of principal due in respect of the Tranche B2 Loans under Section 2.06(e) and (D) in the case of Term 2 Advances, shall be applied pro rata to the remaining scheduled installments of principal due in respect; provided that, if the Senior Secured Leverage Ratio is equal to or less than 3.0x and the Leverage Ratio is equal to or less than 3.5x, in each case on a pro forma basis after giving effect to such Asset Sale including the application of proceeds therefrom, solely at the option of the Borrower, the Borrower shall not be required to make a mandatory prepayment of the Term 2 Advances under Section 2.06(fpursuant to Section 2.10(b)(v) and all Net Cash Proceeds in respect of such Asset Sale shall prepay only the Tranche B Facility and the Tranche B2 Facility as set forth in this Section 2.10(b)(vi). (vii) The Borrower shall deliver to the Agent, at the time of each prepayment required under Sections 2.10(b)(iii), (iv) and (v) above, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three Business Days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Advance being prepaid and the principal amount of each Advance (or portion thereof) to be prepaid. The Agent shall give prompt notice promptly advise the Appropriate Lenders of any prepayment required notice given (and the contents thereof) pursuant to this Section 2.10(b). All prepayments under this Section 2.10(b) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the Borrower and the Lendersdate of payment.

Mandatory. (i) IfThe Borrower shall, on any dateeach date the Revolving Credit Commitments are reduced pursuant to Section 1.14 hereof, prepay the Agent notifies Revolving Loans and, if necessary, prefund the Borrower thatL/C Obligations by the amount, on any interest payment dateif any, necessary to reduce the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies Revolving Loans and Swing Loans and of L/C Obligations then outstanding exceeds 105% to the amount to which the Revolving Credit Commitments have been so reduced. (ii) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $25,000,000 on a cumulative basis in any fiscal year of the aggregate Commitments Borrower, then (x) the Borrower shall promptly notify the Agent of such proposed Disposition or Event of Loss (including the amount of the Lenders on estimated Net Cash Proceeds to be received by the Borrower or such dateSubsidiary in respect thereof) and (y) promptly upon, and in no event later than the Business Day after, receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, shall prepay the outstanding principal amount of any Advances owing by the Borrower Term Loans in an aggregate amount sufficient equal to reduce such sum to an amount not to exceed 100% of the aggregate Commitments amount of such Net Cash Proceeds. Each such prepayment shall be applied to the remaining installments of the Lenders on such date together with Term Notes in the inverse order of maturity. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Banks for any interest accrued to breach of Section 8.10 hereof. (iii) If after the date of such prepayment on this Agreement the aggregate principal amount Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than common stock issued in connection with the exercise of Advances prepaid; provided that if employee stock options and equity securities issued as consideration for any Acquisition permitted by Section 8.9(m) hereof, or dispose of any treasury stock, the aggregate principal amount Borrower shall promptly notify the Agent of Base Rate Advances outstanding at the time estimated Net Cash Proceeds of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances issuance or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advancesdisposition, as the case may be, to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon, and in no event later than the Business Day after, receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance or disposition, the Borrower shall prepay the Term Loans in an aggregate amount equal to 50% of the excess amount of such required prepaymentNet Cash Proceeds. Each such prepayment shall be applied to the remaining installments of the Term Notes in the inverse order of maturity. (iv) If after the date of this Agreement the Borrower or any Subsidiary shall issue new debt securities by public offering or private placement or in evidence of loans extended by banks or other institutional investors, the Borrower shall promptly notify the Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon, and in no event later than the Business Day after, receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. Each such prepayment shall be applied to the remaining installments of the Term Notes in the inverse order of maturity. The Agent Borrower acknowledges that its performance hereunder shall give prompt notice not limit the rights and remedies of the Banks arising from any prepayment required breach of Section 8.7 hereof. (v) Unless the Borrower otherwise directs, prepayments of Loans under this Section 2.10(b1.11(b) shall be applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) order in which their Interest Periods expire. Each prepayment made pursuant to of Loans under this Section 2.10(b1.11(b) shall be made together with any by the payment of the principal amount to be prepaid and accrued interest accrued thereon to the date of such prepayment on together with any amounts due the principal amounts prepaid and, in the case Banks under Section 1.13 hereof. Each prefunding of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower L/C Obligations shall be obligated to reimburse to the Lenders made in respect thereof pursuant to accordance with Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders9.4 hereof.

Mandatory. (i) If, If and to the extent that the Outstanding Credits on any date hereunder shall exceed the aggregate amount of the Commitments hereunder on such date, the Agent notifies the each Borrower that, on any interest payment date, the sum of agrees to (A) prepay on such date a principal amount of Advances and/or (B) pay to the Administrative Agent an amount in immediately available funds (which funds shall be held as collateral pursuant to arrangements satisfactory to the Administrative Agent) equal to all or a portion of the amount available for drawing under the Letters of Credit outstanding at such time, which prepayment under clause (A) and payment under clause (B) shall, when taken together result in the amount of Outstanding Credits minus the amount paid to the Administrative Agent pursuant to clause (B) being less than or equal to the aggregate amount of the Commitments hereunder on such date. (ii) If at any time the Outstanding Credits with respect to a Borrower on any date hereunder shall exceed the Borrower Sublimit for such Borrower, such Borrower agrees to (A) prepay on such date Advances in a principal amount equal to such excess and/or (B) pay to the Administrative Agent an amount in immediately available funds (which funds shall be held as collateral pursuant to arrangements satisfactory to the Administrative Agent) equal to all or a portion of the amount available for drawing under the Letters of Credit outstanding to such Borrower at such time, which prepayment under clause (A) and payment under clause (B) shall, when taken together, result in the amount of Outstanding Credits minus the amount paid to the Administrative Agent pursuant to clause (B) being less than or equal to the aggregate amount of the applicable Borrower Sublimit hereunder on such date. (iii) If at any time the aggregate principal amount of all the Swing Line Advances denominated exceeds the Swing Line Sublimit, each Borrower agrees to prepay the Swing Line Advances outstanding to such Borrower in Dollars then outstanding plus (B) the Equivalent in Dollars (a principal amount equal to such Borrower’s pro-rata amount of such excess, determined on the third Business Day prior to such interest payment date) basis of the percentage of the aggregate principal amount of all Swing Line Advances denominated in Foreign Currencies then outstanding exceeds 105% to such Borrower. (iv) If at any time either ATSI or FES shall have Outstanding Credits and shall fail to have Reference Ratings of the aggregate Commitments of the Lenders on such dateat least BBB- by S&P and Baa3 by Xxxxx’x, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject FE shall fail to deliver to the proviso Administrative Agent a Guaranty executed by FE, such Borrower agrees (A) to this sentence set forth below, prepay to the outstanding Administrative Agent the principal amount of any all Advances owing by outstanding to such Borrower and (B) to pay to the Borrower in an aggregate amount sufficient to reduce such sum to Administrative Agent an amount not in immediately available funds (which funds shall be held as collateral pursuant to exceed 100% arrangements satisfactory to the Administrative Agent) equal to all of the aggregate Commitments amount available for drawing under the Letters of Credit outstanding to such Borrower at such time. Any prepayment of Advances shall be accompanied by accrued interest on the Lenders on such date together with any interest accrued amount prepaid to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any such prepayment of a Eurocurrency Eurodollar Rate AdvanceAdvances, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice 8.05(b) on the date of any prepayment required under this Section 2.10(b) to the Borrower and the Lenderssuch prepayment.

Mandatory. (i) If, on any date, the Agent notifies the Borrower Company that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars plus the aggregate Available Amount of all Letters of Credit denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances and the Available Amount of all Letters of Credit denominated in Foreign Committed Currencies then outstanding exceeds 105% of the aggregate Revolving Credit Commitments of the Lenders on such date, the Borrower Borrowers shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount Company has Cash Collateralized Letters of Base Rate Advances Credit in accordance with Section 2.20(a), the Available Amount of the outstanding at the time Letters of such required prepayment is less than Credit shall be deemed to have been reduced by the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepaymentcash collateral. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.10(b)(i) to the Borrower Company and the Lenders, and shall provide prompt notice to the Borrower Company of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower Company and the Lenders.

Mandatory. (i) If, on If after giving effect to any datereduction or termination of Commitments under this Section 2.06, the Agent notifies Letter of Credit Sublimit or the Borrower that, on any interest payment dateSwing Line Sublimit exceeds the Facility at such time, the sum Letter of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances Credit Sublimit or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate AdvancesSwing Line Sublimit, as the case may be, in an aggregate shall be automatically reduced by the amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lenderexcess. (ii) The Borrower shall notify the Administrative Agent in writing within one Business Day of the receipt of any Net Cash Proceeds of any Intercompany Loan Refinancings by Holdings or any Subsidiary of Holdings. Within five Business Days of such receipt of such Net Cash Proceeds, Borrower shall (in a written notice (the “Offer Notice”) delivered to the Administrative Agent for further delivery to each Lender) offer to each Lender to reduce its Commitments in an amount equal to the product of (x) such Lender’s Applicable Percentage times (y) the amount of such Net Cash Proceeds. Each prepayment made pursuant to this Section 2.10(bLender may accept or decline (such declined Net Cash Proceeds (“Declined Proceeds”) such offer (in whole or in part, but if in part, in increments not less than $100,000) in its sole discretion in writing within five Business Days of the delivery of such Offer Notice, and upon any acceptance of any Offer Notice, the Commitment of such Lender shall be made together with any interest accrued to reduced by the date amount indicated in such acceptance upon such fifth Business Day (and the aggregate Commitments of all Lenders shall be reduced by the aggregate amount indicated in all such prepayment acceptances by all Lenders of all such Offer Notices on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which such fifth Business Day); provided that the Borrower shall not be obligated required to reimburse reduce commitments or make offers to reduce commitments until the aggregate amount of Net Cash Proceeds received from one or more Intercompany Loan Refinancings exceeds $4,000,000. Upon each such reduction, risk participations of the Lenders in respect thereof pursuant Swing Line Loans, Letters of Credit and L/C Borrowings shall be re-allocated based upon the Lenders’ Applicable Percentages after giving effect to such reduction. After giving effect thereto and to Section 8.04(d2.06(b)(i), to the extent that (A) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans exceed such Lender’s Commitment, (B) Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Facility or (C) the Total Outstandings exceed the Facility, the Borrower, immediately upon such reduction, shall first ratably repay Swing Line Loans, L/C Borrowings and Cash Collateralize L/C Obligations and second, if such excess still exists after giving effect to clause (A), repay the Revolving Credit Loans of such Lender. All parties hereto explicitly agree and acknowledge that the operation of this Section 2.06(b)(ii) may result in a reduction of the Commitments or the repayment of Revolving Credit Loans that is not in accordance with the Applicable Percentages of the Lenders, and agree, notwithstanding anything to the contrary contained in the Loan Documents, to any such reduction and repayment. (iii) Within five Business Days after receipt of Net Cash Proceeds from any Disposition under Section 7.05(l) (whether in a single transaction or series of related transactions) that involve assets having a Fair Market Value of $2,000,000 or more and as to which no Reinvestment Notice shall have been delivered in the time frame specified in clause (b) of the definition of Reinvestment or, as to which a Reinvestment Notice has been so delivered but the Reinvestment referred to therein has not been made by the 366th day after receipt of such Net Cash Proceeds, the Borrower shall (in an Offer Notice delivered to the Administrative Agent for further delivery to each Lender) offer to each Lender to reduce its Commitments in an amount equal to the product of (x) such Lender’s Applicable Percentage times (y) the amount of such Net Cash Proceeds. Each Lender may accept or decline such offer (in whole or in part, but if in part, in increments not less than $100,000) in its sole discretion in writing within five Business Days of the delivery of such Offer Notice, and upon any acceptance of any Offer Notice, the Commitment of such Lender shall be reduced by the amount indicated in such acceptance upon such fifth Business Day (and the aggregate Commitments of all Lenders shall be reduced by the aggregate amount indicated in all such acceptances by all Lenders of all such Offer Notices on such fifth Business Day). The Agent Upon each such reduction, risk participations of the Lenders in Swing Line Loans, Letters of Credit and L/C Borrowings shall give prompt notice be re-allocated based upon the Lenders’ Applicable Percentages after giving effect to such reduction. After giving effect thereto and to Section 2.06(b)(i), to the extent that (A) the aggregate Outstanding Amount of the Revolving Credit Loans of any prepayment required under Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans exceed such Lender’s Commitment, (B) Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Facility or (C) the Total Outstandings exceed the Facility, the Borrower, immediately upon such reduction, shall first ratably repay Swing Line Loans, L/C Borrowings and Cash Collateralize L/C Obligations and second, if such excess still exists after giving effect to clause (A), repay the Revolving Credit Loans of such Lender. All parties hereto explicitly agree and acknowledge that the operation of this Section 2.10(b2.06(b)(ii) may result in a reduction of the Commitments or the repayment of Revolving Credit Loans that is not in accordance with the Applicable Percentages of the Lenders, and agree, notwithstanding anything to the Borrower contrary contained in the Loan Documents, to any such reduction and the Lendersrepayment.

Mandatory. (i) If, on any dateImmediately upon receipt thereof, the Agent notifies Borrower shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received by the Borrower thator any of its Subsidiaries from the Disposition of any property other than (A) Dispositions of obsolete or worn out property, on whether now owned or hereafter acquired, in the ordinary course of business; (B) Dispositions of inventory in the ordinary course of business; (C) Dispositions of equipment or real property to the extent that such property is exchanged for credit against the purchase price of similar replacement property or the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (D) Dispositions of property to the Borrower or to a wholly-owned Subsidiary; and (E) Dispositions that do not exceed $25,000,000 of Net Cash Proceeds in the aggregate prior to the Maturity Date. (ii) Upon the sale or issuance by the Borrower or any interest payment dateof its Subsidiaries of any of its Equity Interests (other than to the Borrower or to a wholly-owned Subsidiary), the sum 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 Subsidiary. (iii) Immediately upon receipt thereof, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of (A) the aggregate principal amount of all Advances denominated increases in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated commitments for revolving credit loans to the Borrower or its Subsidiaries (whether as an increase in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such datecommitments under its existing Amended and Restated Credit Agreement dated July 20, the Borrower shall2007, as soon as practicable and in under any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of amendment or restatement thereof or under any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than new revolving credit agreements or a combination thereof) above the amount of such commitments on the Closing Date and (B) all Net Cash Proceeds received by the Borrower or its Subsidiaries from the incurrence or issuance by the Borrower or any of its Subsidiaries of Indebtedness for borrowed money, other than (I) borrowings of revolving credit loans and (II) Indebtedness in respect of Capitalized Leases or purchase money obligations for fixed or capital assets. (iv) Notwithstanding the provisions of clause (i) of this Section 2.06(b), so long as no Default under Section 8.01(j), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required prepaymentto be made pursuant to clause (i) of this Section 2.06(b), the portion aggregate amount of Net Cash Proceeds required by such required clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrower may defer such prepayment in excess of until the first date on which the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances Net Cash Proceeds or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment other amounts otherwise required under clause (i) of this Section 2.10(b2.06(b) to be applied to prepay Loans exceeds $5,000,000. Upon the occurrence of a Default under Section 8.01(j), or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and the Lendersother amounts, and shall provide prompt notice as applicable, that are required to be applied to prepay Loans under clause (i) of this Section 2.06(b) (without giving effect to the Borrower first and second sentences of any such notice of required prepayment received by it from any Lenderthis clause (iv)) but which have not previously been so applied. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. (i) If, on any date, the Agent notifies the Borrower that, on any interest payment date, the sum of (A) the The Borrower shall, on each Business Day, prepay an aggregate principal amount of all the Revolving Credit Advances denominated in Dollars then outstanding plus comprising part of the same Borrowings, the Swing Line Advances and the Letter of Credit Advances equal to the amount by which (B1) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) sum of the aggregate principal amount of (w) the Revolving Credit Advances, (x) the Swing Line Advances, (y) the Letter of Credit Advances and (z) the Competitive Bid Advances then outstanding plus the aggregate Available Amount of all Advances denominated in Foreign Currencies Letters of Credit then outstanding exceeds 105% (2) the amount by which (I) the Revolving Credit Facility exceeds (II) the Commercial Paper Set-Aside Amount on such Business Day. Such prepayments of the aggregate Commitments Revolving Credit Facility shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full and third applied to prepay Revolving Credit Advances then outstanding comprising part of the Lenders on same Borrowings until such date, the Advances are paid in full. (B) The Borrower shall, as soon as practicable on each Business Day and in any event within two Business Days after receipt of such noticeon the Termination Date, subject pay to the proviso to this sentence set forth below, prepay Paying Agent for deposit in the outstanding principal amount Letter of any Advances owing by the Borrower in Credit Collateral Account an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of cause the aggregate Commitments amount on deposit in such account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Lenders Letter of Credit Facility on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances Business Day or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate AdvancesTermination Date, as the case may be, provided that with respect to any payment to be made under this clause (B) on the Termination Date, the Borrower shall make such payment or, at its option, provide a "back-to-back" letter of credit to the Issuing Banks that issued the Letters of Credit outstanding at such time in a form satisfactory to such Issuing Banks and the Paying Agent in their sole discretion, issued by a bank satisfactory to such Issuing Banks and the Paying Agent in their sole discretion, in an aggregate amount equal to the excess aggregate Available Amount of such required prepayment. The Agent shall give prompt notice the Letters of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderCredit then outstanding. (ii) Each prepayment made pursuant to All prepayments under this Section 2.10(bsubsection (b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lendersamount prepaid.

Mandatory. (i) IfThe Borrower shall, if applicable, on any dateeach Business Day, prepay an aggregate principal amount of the Term Loan, the Agent notifies Revolving Credit Advances comprising part of the Borrower that, on any interest payment datesame Borrowings, the sum Swing Line Advances and the Letter of Credit Advances to cause (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus Facility Exposure not to exceed the Facilities on such Business Day, (B) the Equivalent Leverage Ratio not to exceed the applicable maximum Leverage Ratio set forth in Dollars Section 5.04(a)(i) on such Business Day, and (determined C) the Facility Exposure not to exceed the Facility Available Amount as set forth in Section 5.04(b)(i) on such Business Day. If all Advances have been prepaid and are not sufficient to cause Borrower to comply with each of (A), (B), and (C), the third Borrower shall make a deposit in the L/C Cash Collateral Account in an amount sufficient to do the same. (i) The Borrower shall, on each Business Day prior Day, pay to such interest payment date) of the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate principal amount on deposit in the L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Advances denominated in Foreign Currencies Letters of Credit then outstanding exceeds 105% the Letter of the aggregate Commitments of the Lenders Credit Facility on such dateBusiness Day. To the extent the funds on deposit in the L/C Cash Collateral Account shall at any time exceed the total amount required to be deposited therein pursuant to the terms of this Agreement, the Borrower Administrative Agent shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing promptly upon request by the Borrower in an aggregate and provided that no Default or Event of Default shall then have occurred or be continuing or would result therefrom, return such excess amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderBorrower. (ii) Each prepayment Prepayments of the Facilities made pursuant to clauses (i) and (ii) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, third applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full, fourth deposited in the L/C Cash Collateral Account to Cash Collateralize 100% of the Available Amount of the Letters of Credit then outstanding and fifth applied to prepay the Term Loan then outstanding until the Term Loan is paid in full. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the applicable Issuing Bank or Revolving Credit Lenders, as applicable. (iii) All prepayments under this Section 2.10(bsubsection (b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lendersamount prepaid.

Mandatory. (i) If, on any dateNo later than the date that is five Business Days after each Quarterly Payment Date, the Agent notifies Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(iv) and (viii) below, an aggregate principal amount of Term Loans equal to the Applicable Cash Percentage of Available Cash, if any, for such fiscal quarter minus the amount of all Permitted Deductions during such fiscal quarter or the amount of all Permitted Deductions reasonably expected (as determined by the Borrower thatRepresentative in good faith) during the following fiscal quarter (such amount, on “Excess Cash Flow”); provided that if at the time that any interest payment datesuch prepayment would be required, the sum Borrowers are required to offer to repurchase or make a payment with respect to any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Term Loans pursuant to the terms of the documentation governing such Indebtedness (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) with such Excess Cash Flow (such Indebtedness required to be offered to be so repurchased or required to be paid, “Other Applicable Indebtedness”), then the Borrowers may apply such Excess Cash Flow on a pro rata basis to the Term Loan and Other Applicable Indebtedness determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that (A) the aggregate principal portion of such Excess Cash Flow allocated to Other Applicable Indebtedness shall not exceed the amount of all Advances denominated such Excess Cash Flow required to be allocated to Other Applicable Indebtedness pursuant to the terms thereof, the remaining amount, if any, of such Excess Cash Flow shall be allocated to the Term Loans in Dollars then outstanding plus accordance with the terms hereof, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.03(b)(i) shall be reduced accordingly and (B) to the Equivalent in Dollars (determined on extent the third Business Day prior holders of Other Applicable Indebtedness decline to have such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such dateindebtedness repurchased or prepaid, the Borrower shall, as soon as practicable declined amount shall promptly (and in any event within two ten (10) Business Days after receipt the date of such noticerejection) be applied to prepay the Term Loans in accordance with the terms hereof. (ii) If any Borrower or Subsidiary Guarantor receives Net Proceeds in excess of the Disposition Threshold from any Disposition pursuant to Section 7.05(g), subject the Borrowers shall offer to prepay (or cause to be offered to be prepaid) in accordance with clauses (b)(iv) and (viii) below, on or prior to the proviso date which is ten (10) Business Days after the date of the realization or receipt by such Borrower or Subsidiary Guarantor of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to this sentence set forth below100% of such Net Proceeds; provided that if at the time that any such prepayment would be required, prepay the Borrowers are required to offer to repurchase any Other Applicable Indebtedness with the Net Proceeds of such Disposition, then the Borrowers may apply such Net Proceeds on a pro rata basis to the Term Loans and Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to Other Applicable Indebtedness pursuant to the terms thereof, the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.03(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any Advances owing 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. (iii) If any Borrower or Subsidiary Guarantor incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Indebtedness incurred pursuant to Section 7.03(r))), the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(iv) below an aggregate principal amount of Term Loans in an amount equal to one hundred percent (100.0%) of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by any Borrower or Subsidiary Guarantor of such Net Proceeds; provided that if at the time that any such prepayment would be required, any Borrower is required to offer to repurchase any Other Applicable Indebtedness with the Net Proceeds of such Indebtedness, then the Borrowers may apply such Net Proceeds on a pro rata basis to the Term Loans and Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to Other Applicable Indebtedness pursuant to the terms thereof, the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.03(b)(iii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.03(b) shall be applied as between series, Classes or tranches of Term Loans as directed by the Borrower in an aggregate amount sufficient Representative (provided that any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to reduce each applicable Class of Refinanced Debt); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iii) of this Section 2.03(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.05(a) as directed by the Borrower Representative (without premium or penalty except as expressly required by Section 2.03(a)(iii)); and (C) each such sum prepayment shall be paid to an amount not to exceed 100% of the aggregate Commitments of the Lenders on in accordance with their respective Pro Rata Shares of such date together with prepayment. (v) The Borrower Representative shall notify the Administrative Agent in writing of any interest accrued mandatory prepayment of Term Loans required to be made pursuant to clauses (ii) and (iii) of this Section 2.03(b) at least three (3) Business Days prior to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the (or such shorter time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case Administrative Agent may be, in an aggregate amount equal to the excess of such required prepaymentagree). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any Each such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to specify the date of such prepayment on and provide a reasonably detailed calculation of the principal amounts prepaid and, in amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the case contents of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to Representative’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lendersprepayment.

Mandatory. (i) If, on any date, the Agent notifies the Borrower Company in accordance with clause (iii) below that, on any as of the most recent interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies Euros then outstanding exceeds 105% of the aggregate Revolving Credit Commitments of the Lenders on such date, the Borrower Borrowers shall, as soon as practicable and in any event within two five Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders on such date (subject to the proviso to this sentence set forth below), together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the next maturing Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower Company in accordance with clause (iii) below and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturityPeriod, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d8.04(c). . (iii) The Agent shall calculate on the date of each Notice of Borrowing and on each interest payment date the sum of (A) the aggregate principal amount of all Advances denominated in Dollars plus (B) the Equivalent in Dollars (determined on the third Business Day prior to the date such calculation is required under this clause (iii)) of the aggregate principal amount of all Eurocurrency Rate Advances denominated in Euros and shall give prompt notice (and in any event no later than thirty days) of any prepayment required in connection with an interest payment date under this Section 2.10(b) to the Borrower Company and the Lenders.

Mandatory. (i) If, on If at any date, the Agent notifies the Borrower that, on any interest payment date, the sum of (A) time the aggregate principal amount of all outstanding Revolving Credit Advances denominated in Dollars then outstanding plus (B) exceeds the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such dateRevolving Commitment, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject shall immediately pay to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than Lender the amount of such required prepayment, excess. Such payment shall be applied to pay all amounts of principal outstanding on the portion of such required prepayment Revolving Credit Advances in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderRevolving Commitment. (ii) Each prepayment made pursuant to this Section 2.10(b) The Borrower shall prepay an outstanding principal amount of the Revolving Credit Advances, and the Revolving Commitment shall be made together correspondingly immediately automatically and permanently reduced, in an amount equal to 100% of the Net Proceeds of any Asset Disposition (other than in connection with any interest accrued to the date a disposal of such prepayment on the principal amounts prepaid andAssets permitted under Section 8.11 hereof or, in the case of any prepayment a disposition of a Eurocurrency Rate Advancethe Shareholder Notes, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall prepay the outstanding amount of Revolving Credit Advances in an amount equal to 100% of the Net Proceeds received upon such disposition, but the Revolving Commitment shall not be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(dpermanently reduced). The Agent Borrower shall give prompt notice make the required mandatory prepayment hereunder on the date not later than three calendar days after the receipt by the Borrower or such Subsidiary of the Net Proceeds of such Asset Disposition (or, in the case any Net Proceeds are not in the form of cash, or the date three calendar days after the conversion of Net Proceeds into cash). In this connection, neither the Borrower nor any Subsidiary shall engage in an Asset Disposition without the consent of the Lender and, in any event, any such Asset Disposition shall be for a consideration of at least 80% of which shall be cash. (iii) The Borrower shall prepay any outstanding principal amount of the Revolving Credit Advances, and the Revolving Commitment shall be correspondingly immediately, automatically and permanently reduced, in an amount equal to 100% of the Net Proceeds of any prepayment required under this Section 2.10(bissuance of capital stock or other equity interests of the Borrower or any Subsidiary other than (a) an issuance of capital stock or other equity interests of the Borrower to the Borrower or a Subsidiary (b) an issuance of capital stock or other equity interests of the Borrower made in connection with an acquisition that is permitted under Section 8.04 or approved in writing by the Lender or (c) issuance by the Borrower of Options exercisable for Common Stock pursuant to that certain Netzee, Inc. 1999 Stock Option and Incentive Plan. The Borrower shall make the Lendersrequired mandatory prepayment hereunder on the date not later than three calendar days after the receipt by the Borrower or such Subsidiary of the Net Proceeds of such issuance of capital stock.

Mandatory. (i) If, on any dateIf the Aggregate Revolving Exposure outstanding exceeds the Revolving Commitment, the Agent notifies Borrowers will immediately prepay the Borrower thatRevolving Loans hereunder without any prepayment premium or penalty (but subject to the payment of all amounts for which the Borrowers are liable under Section 3.05 or similar costs) and Cash Collateralize the Letter of Credit Exposure, on any interest payment date, in each case to the sum of extent necessary to eliminate such excess. (Aii) If the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of Delayed Draw Term Loans exceed the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such dateDelayed Draw Term Loan Commitment, the Borrower shall, as soon as practicable and in Borrowers will immediately prepay the Delayed Draw Term Loans hereunder without any event within two Business Days after receipt of such notice, prepayment premium or penalty (but subject to the proviso payment of all amounts for which the Borrowers are liable under Section 3.05 or similar costs) to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by extent necessary to eliminate such excess. (iii) On the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to fifth Business Day after the date of such prepayment on any Asset Sale by the aggregate principal amount Parent or any of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepaymentits Subsidiaries, the portion of such required prepayment in excess of Borrowers will prepay the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, Loans hereunder in an aggregate amount equal to 100% of the excess amount of Net Cash Proceeds from such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment Asset Sale received by it from the Parent or any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to of its Subsidiaries on the date of such Asset Sale. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, the Borrowers shall not be required to make any prepayment of the Loans under this Section 2.03(b)(iii) with respect to Net Cash Proceeds received by the Parent or any of its Subsidiaries from Asset Sales to the extent that, on or prior to the date such Net Cash Proceeds would otherwise be required to be so applied the Parent notifies the Administrative Agent that such Net Cash Proceeds are to be reinvested in assets used or usable in the business of the Parent or any of its Subsidiaries within 180 days of each such Asset Sale, and if such Net Cash Proceeds to be reinvested are not in fact reinvested within 180 days after receipt thereof, then such proceeds shall be due and payable, and, in each case, applied to the prepayment of Loans as provided in this clause (iii) at the expiration of such 180-day period); provided that the amount of such Net Cash Proceeds not applied to prepayment of the Loans because of this sentence shall not exceed $1,000,000 over the term of this Agreement. (iv) On the fifth Business Day after any incurrence of Indebtedness by the Parent or any of its Subsidiaries (including the incurrence of the Indebtedness evidenced by the Subordinated Debt but other than other Indebtedness expressly permitted pursuant to Section 7.03), the Borrowers will prepay the Loans hereunder in an aggregate amount equal to 100% of the amount of the Net Cash Proceeds from such incurrence of Indebtedness received by the Parent or any of its Subsidiaries. (v) On the fifth Business Day after the closing of any offering or sale of Equity Interests by or any capital contribution to the Parent (other than any Excluded Contribution), the Borrowers will prepay the Loans hereunder in an aggregate amount equal to 100% of the Net Cash Proceeds from such offering or sale of Equity Interests, provided that (x) if the Senior Leverage Ratio is less than 2.75:1.00 but greater than or equal to 2.25:1.00 without giving effect to such issuance and the application of the proceeds thereof for the period of four consecutive fiscal quarters most recently ended and for which financial statements are required to have been delivered pursuant to Section 6.01(a) or (b), the Borrowers will prepay the Loans hereunder in an aggregate amount equal to 75% of the Net Cash Proceeds from such offering or sale of Equity Interests and (y) if the Senior Leverage Ratio is less than 2.25:1.00 without giving effect to such issuance and the application of the proceeds thereof for the period of four consecutive fiscal quarters most recently ended and for which financial statements are required to have been delivered pursuant to Section 6.01(a) or (b), the Borrowers will prepay the Loans hereunder in an aggregate amount equal to 50% of the Net Cash Proceeds from such offering or sale of Equity Interests. Notwithstanding the foregoing, the Borrowers will make such prepayments in respect of any Net Cash Proceeds constituting a Cure Amount in an amount equal to 100% of such Net Cash Proceeds. (vi) On the tenth Business Day after the receipt by the Administrative Agent or the Parent or any of its Subsidiaries of the proceeds of insurance, condemnation award or other compensation (other than business interruption insurance proceeds) in respect of any Casualty Event affecting any property or assets of the Parent or any of its Subsidiaries, the Borrowers shall prepay the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds from such Casualty Event, provided that the Borrowers shall not be required to make any prepayment of the Loans under this Section 2.03(b)(vi) with respect to Net Cash Proceeds received by any Borrower or any of its Subsidiaries from Casualty Events to the extent if, at the time proceeds of insurance, condemnation award or other compensation (other than business interruption insurance proceeds) in respect of such Casualty Event are received, no Event of Default shall have occurred and be continuing, to the extent that, on or prior to the date such Net Cash Proceeds would otherwise be required to be so applied the Parent notifies the Administrative Agent that such Net Cash Proceeds from such Casualty Event are to be reinvested in the repair, restoration or replacement of the property affected by such Casualty Event or in other assets used or usable in the business of the Borrowers and their Subsidiaries within 180 days of the receipt of such proceeds, and if such Net Cash Proceeds intended to be reinvested are not in fact reinvested then such proceeds shall be due and payable and applied to the prepayment of Loans as provided in this clause (v) at the expiration of such 180-day period). (vii) Not later than the fifth Business Day after the date on which the annual financial statements are required to be delivered for any fiscal year (beginning with the fiscal year ending June 30, 2015) pursuant to Section 6.01(a), if the Total Leverage Ratio is greater than or equal to 2.00:1.00 for the Test Period ending on the principal amounts prepaid andlast day of such fiscal year, the Borrowers will prepay the Loans hereunder in an aggregate amount equal to 75% (or, if the Total Leverage Ratio is less than 2.50:1.00 but greater than or equal to 2.00:1.00 for the Test Period ending on the last day of such fiscal year, 50%) of the Excess Cash Flow for such fiscal year (or, in the case of any the prepayment under this clause (vii) for the period ending on June 30, 2015, for the period of two consecutive fiscal quarters ending on such date) minus the aggregate amount of voluntary prepayments of the Term Loans, and Delayed Draw Term Loans and, to the extent accompanied by a permanent reduction of the Revolving Commitments, Revolving Loans, during such fiscal year or period of two consecutive fiscal quarters, as applicable (but, in the case of Term Loans and, only to the extent that such voluntary prepayments were applied pro rata to remaining installments of the Term Loans or Delayed Draw Term Loans, as applicable); (viii) (A) Each prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower Loans pursuant to this Section 2.03(b) shall be obligated applied first to reimburse the Term Loans and any Delayed Draw Term Loans then outstanding (and applied pro rata to the remaining installments thereof in inverse order of maturity), then to the outstanding Revolving Loans and lastly, to the Cash Collateralization of Letters of Credit, (B) each such prepayment shall be paid to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent accordance with their respective Pro Rata Shares of such prepayment and (C) prepayments of outstanding Revolving Loans shall give prompt notice of any prepayment required under this Section 2.10(b) to not result in a permanent reduction in the Borrower and the LendersRevolving Commitments.

Mandatory. (i) If, on any date, the Agent notifies the Borrower that, on any interest payment date, the sum of (A) the aggregate principal amount of all Revolving Credit Advances denominated in Dollars then outstanding plus (B) the Dollar Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount Available Amount of all Advances denominated in Foreign Currencies Letters of Credit then outstanding exceeds 105103% of the aggregate Revolving Credit Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders on such date together with date. If any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment excess remains after repayment in excess full of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, Borrower shall provide cash collateral in the manner set forth in Section 6.02 in an aggregate amount equal to the excess 105% of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lenderexcess. (ii) If on any date, the Agent notifies the Borrower that, on any interest payment date, the Dollar Equivalent (determined on the third Business Day prior to such interest payment date) of the aggregate Available Amount of all Letters of Credit then outstanding exceeds 103% of the aggregate Letter of Credit Commitments on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, provide cash collateral in the manner set forth in Section 6.02 in an amount equal to 105% of such excess. (iii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(c). . (iv) The Agent shall calculate on the date of each Notice of Borrowing or Notice of Issuance and on each interest payment date the sum of (A) the aggregate principal amount of all Revolving Credit Advances plus (B) the Dollar Equivalent of the aggregate Available Amount of all Letters of Credit then outstanding and shall give prompt notice (and in any event no later than thirty days) of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. (i) If, on any date, the Agent notifies the Borrower that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Committed Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the next maturing Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.09(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b2.09(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturityPeriod, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d8.04(b). . (iii) The Agent shall calculate on the date of each Notice of Borrowing and on each interest payment date the sum of (A) the aggregate principal amount of all Advances denominated in Dollars plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Eurocurrency Rate Advances denominated in Committed Currencies and shall give prompt notice (and in any event no later than thirty days) of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders. The Agent shall give prompt notice of any prepayment required under this Section 2.09(b) to the Borrower and the Lenders.

Mandatory. (i) If, on any date, the Agent notifies the Borrower Company that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars plus the aggregate Available Amount of all Letters of Credit denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Alternative Currencies plus the aggregate Available Amount of all Letters of Credit denominated in Alternative Currencies then outstanding exceeds 105103% of the aggregate Commitments of the Lenders on such date, the Borrower Borrowers shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount Company has Cash Collateralized Letters of Base Rate Advances Credit in accordance with Section 2.21(a), the Available Amount of the outstanding at the time Letters of such required prepayment is less than Credit shall be deemed to have been reduced by the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepaymentcash collateral. The Agent shall perform the calculations to determine whether a prepayment is required under this Section 2.11(b) upon the request of any Lender, and shall give prompt notice of any prepayment required under this Section 2.10(b2.11(b)(i) to the Borrower Company and the Lenders, and shall provide prompt notice to the Borrower Company of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b2.11(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Term SOFR Rate Advance or a Local an Alternative Currency Term Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower Borrowers shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.11(b) to the Borrower Company and the Lenders.

Mandatory. (i) IfIf the Borrower or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, on any datethen (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Agent notifies Borrower shall prepay the Borrower that, on any interest payment date, Obligations in an aggregate amount equal to 100% of the sum of (A) the aggregate principal amount of all Advances denominated such Net Cash Proceeds in Dollars excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or 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 Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding plus Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d). (Bii) On or before April 30th of each year, beginning in 2010, the Equivalent Borrower shall prepay the then-outstanding Loans by an amount equal to 75% of Excess Cash Flow of Borrower and its Subsidiaries for the most recently completed fiscal year of the Borrower. The amount of each such prepayment shall be applied first to the outstanding Term B Loans until paid in Dollars (determined full and then to the outstanding Term A Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. Any voluntary prepayments of principal of the Term A Loans and Term B Loans made during any fiscal year and on the third Business Day or prior to April 30th of the following year shall reduce, by the amount of such interest voluntary prepayments, the amount required to be paid by the Borrower under this Section 2.8(d)(ii) for such year; provided that, the amount required to be paid under this Section 2.8(d)(ii) shall not in any event be reduced to less than zero, and no such voluntary prepayments shall reduce payments required to be made under this Section 2.8(d)(ii) in more than one year (i.e., any payments made between the end of a fiscal year and the payment daterequired under this Section 2.8(d)(ii) in respect thereof shall not be double counted). (iii) The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 2.10, prepay the Revolving Loans and Swing Loans and, if necessary after such Revolving Loans and Swing Loans have been repaid in full, replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the L/C Issuer) outstanding Letters of Credit by the amount, if any, necessary to reduce the sum of the aggregate principal amount of all Advances denominated in Foreign Currencies Revolving Loans, Swing Loans and L/C Obligations then outstanding exceeds 105% of to the aggregate amount to which the Revolving Credit Commitments of the Lenders on such date, have been so reduced. (iv) Unless the Borrower shallotherwise directs, as soon as practicable and in any event within two Business Days after receipt prepayments of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required Revolving Loans under this Section 2.10(b2.8(d) shall be applied first to Borrowing Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) order in which their Interest Periods expire. Each prepayment made pursuant to of Loans under this Section 2.10(b2.8(d) shall be made together with any interest accrued to by the date payment of such prepayment on the principal amounts amount to be prepaid and, in the case of any Term A Loans, Term B Loans, Swing Loans or Eurodollar Loans, accrued interest thereon to the date of prepayment together with any amounts due the Lenders under Section 8.1. Each prefunding of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which L/C Obligations that the Borrower chooses to make to the Administrative Agent as a result of the application of Section 2.8(d)(iii) above by the deposit of cash or Cash Equivalents with the Administrative Agent shall be obligated to reimburse to the Lenders made in respect thereof pursuant to accordance with Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders7.4.

Mandatory. (i) If, on any date, the Agent notifies the Borrower P&G that, on any interest payment dateInterest Payment Date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to immediately preceding such interest payment dateInterest Payment Date) of the aggregate principal amount of all Advances denominated in Foreign Currencies Optional Currency other than Dollars then outstanding exceeds 105110% of the aggregate Commitments of the Lenders on such date, one or more of the Borrower Borrowers (as determined by P&G) shall, as soon as practicable and in any event within two five Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any such Advances (which may be, at P&G’s election, Tranche A Advances and/or Tranche B Advances) owing by the Borrower such Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together (but with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaidprepaid to be payable as otherwise provided under Section 2.07(a)); provided provided, however, that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.10(b)(i) to each of the Borrower Borrowers and the Lenders, and shall provide prompt notice to each of the Borrower Borrowers of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. (i) IfOn the date on which the aggregate unpaid principal Dollar Amount of Eurodollar Rate Advances comprising any Borrowing (other than the Sterling Term Loan Advance or the US Term Loan Advance) shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically, on any datethe last day of the then existing Interest Period therefor, the Agent notifies the Borrower that, on any interest payment date, the sum of (A) in the aggregate principal amount case of all Advances other than Advances denominated in Dollars then outstanding plus Foreign Currencies, Convert into Base Rate Advances and (B) in the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) case of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% (or any portion thereof), be repaid and reborrowed (at the option of the aggregate Commitments of the Lenders on such date, the Borrower shall, Borrower) as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at denominated in U.S. dollars. (ii) If the time Borrower shall fail to select the duration of such required prepayment is less than any Interest Period for any Eurodollar Rate Advances in accordance with the amount provisions contained in the definition of such required prepayment“Interest Period” in Section 1.01, the portion of Administrative Agent will forthwith so notify the Borrower and the Appropriate Lenders, whereupon each such required prepayment in excess of the aggregate principal amount of Base Eurodollar Rate Advances then outstanding Advance shall be deferred until the earliest to occur of automatically, on the last day of the then existing Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advancestherefor, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b(A) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of all Advances other than Advances denominated in Foreign Currencies, Convert into Base Rate Advances and (B) in the case of Advances denominated in Foreign Currencies (or any prepayment portion thereof), be continued as Eurodollar Rate Advances with an Interest Period of a Eurocurrency Rate Advanceone month. (iii) Upon the occurrence and during the continuance of any Default, a LIBO Rate Advance, a Fixed (A) each Eurodollar Rate Advance or a Local Rate Advance will automatically, on a date other than the last day of the then existing Interest Period therefor, (1) in the case of all Advances other than Advances denominated in Foreign Currencies, Convert into Base Rate Advances, (2) in the case of the Revolving Credit Advances denominated in Foreign Currencies (or any portion thereof), (I) at the request of the Administrative Agent (acting upon the direction of the Required Lenders), be repaid and reborrowed (at the option of the Borrower) as a Base Rate Advance denominated in U.S. dollars or (II) be continued as Eurodollar Rate Advances with an Interest Period of one month and (3) in the case of the Sterling Term Loan Advance, be continued as Eurodollar Rate Advances with an Interest Period of one month and (B) upon written notice from the Administrative Agent (in its discretion or at its maturity, any additional amounts which as required by the Borrower shall be obligated to reimburse to the Required Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(bwriting) to the Borrower and Borrower, the Lendersobligation of the Lenders to make Advances denominated in Foreign Currencies or to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

Mandatory. (i) IfThe Crompton Borrowers shall, on any dateeach Business Day, prepay an aggregate principal amount of the Working Capital A Advances comprising part of the same Borrowings, the Agent notifies Letter of Credit A Advances and the Borrower that, on any interest payment date, Swing Line A Advances equal to the sum of amount by which (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) sum of the aggregate principal amount of all (x) the Working Capital A Advances, (y) the Letter of Credit A Advances denominated in Foreign Currencies and (z) the Swing Line A Advances then outstanding exceeds 105% of plus the aggregate Commitments Available Amount of all Letters of Credit then outstanding under the Lenders Working Capital A Facility exceeds (B) the Working Capital A Facility on such date, the Business Day. (ii) The Uniroyal Borrower shall, as soon as practicable and in any event within two on each Business Days after receipt of such notice, subject to the proviso to this sentence set forth belowDay, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of the Working Capital B-1 Advances prepaid; provided that if comprising part of the aggregate principal amount same Borrowings, the Letter of Base Rate Credit B-1 Advances outstanding at and the time of such required prepayment is less than Swing Line B-1 Advances equal to the amount of such required prepayment, by which (A) the portion of such required prepayment in excess sum of the aggregate principal amount of Base Rate (x) the Working Capital B-1 Advances, (y) the Letter of Credit B-1 Advances and (z) the Swing Line B-1 Advances then outstanding shall be deferred until plus the earliest to occur aggregate Available Amount of all Letters of Credit then outstanding under the Working Capital B-1 Facility exceeds (B) the Working Capital B-1 Facility on such Business Day. (iii) The Uniroyal Borrower shall, on each Business Day, prepay an aggregate principal amount of the last day Working Capital B-2 Advances comprising part of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount same Borrowings equal to the excess amount by which the aggregate principal amount of the Working Capital B-2 Advances then outstanding exceeds the Working Capital B-2 Facility on such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderBusiness Day. (iiiv) Each prepayment The Crompton Borrowers shall, on each Business Day, pay to the Agent for deposit in the relevant L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding under the Working Capital A Facility exceeds the Letter of Credit A Facility on such Business Day. (v) The Uniroyal Borrower shall, on each Business Day, pay to the Agent for deposit in the relevant L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding under the Letter of Credit B-1 Facility exceeds the Letter of Credit B-1 Facility on such Business Day. (vi) Prepayments of the Working Capital A Facility or Working Capital B-1 Facility made pursuant to clause (i) or (ii) above shall be first applied to prepay Letter of Credit Advances then outstanding under such Facility until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding under such Facility until such Advances are paid in full, third applied to prepay Working Capital Advances then outstanding under such Facility comprising part of the same Borrowings until such Advances are paid in full and fourth deposited in the relevant L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding under such Facility. (vii) All prepayments under this Section 2.10(bsubsection (b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lendersamount prepaid.

Mandatory. (i) IfThe Borrower shall, on any dateeach Business Day, prepay (A) an aggregate principal amount of the Revolving A Credit Advances, the Agent notifies L/C Borrowings and the Borrower that, on any interest payment date, Swing Line Advances and (if applicable pursuant to Section 2.06(b)(iv)) deposit an amount in the Collateral Account in an amount equal to the amount by which (1) the sum of the aggregate principal amount of (Aw) the Revolving A Credit Advances plus (x) the L/C Borrowings plus (y) the Swing Line Advances then outstanding plus (z) the aggregate Available Amount of all Letters of Credit then outstanding exceeds (2) the Revolving A Credit Facility on such Business Day, and (B) an aggregate principal amount of the Revolving B Credit Advances equal to the amount by which (1) the aggregate principal amount of all the Revolving B Credit Advances denominated in Dollars then outstanding plus exceeds (B2) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders Revolving B Credit Facility on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderDay. (ii) Each prepayment The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day. (iii) Prepayments of any Revolving Credit Facility made pursuant to Section 2.06(b)(i) shall be made without reduction in the Revolving Credit Commitments or the Letter of Credit Facility, and such prepayments of the Revolving A Credit Facility shall be first applied to prepay L/C Borrowings then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, and third applied to prepay Revolving A Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Collateral Account, such funds shall be applied to reimburse the Issuing Bank or the Lenders, as applicable. (iv) All prepayments under this Section 2.10(b2.06(b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amount prepaid, together with any amounts prepaid and, in the case owing pursuant to Section 2.10(g). If any payment of any prepayment of a Eurocurrency Eurodollar Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance Advances otherwise required to be made under this Section 2.06(b) would be made on a date day other than the last day of an the applicable Interest Period or at its maturitytherefor, any additional amounts which the Borrower may direct the Administrative Agent to (and if so directed, the Administrative Agent shall) deposit such payment in the Collateral Account until the last day of the applicable Interest Period at which time the Administrative Agent shall be obligated to reimburse apply the amount of such payment to the Lenders prepayment of such Advances; provided, however, that such Advances shall continue to bear interest as set forth in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice 2.07 until the last day of any prepayment required under this Section 2.10(b) to the Borrower and the Lendersapplicable Interest Period therefor.

Mandatory. (i) If, Borrower shall within thirty (30) days after the last day of each Fiscal Quarter prepay the Advances outstanding on any date, the Agent notifies the Borrower that, on any interest payment date, the sum such day in an aggregate amount equal to such amount of (A) Excess Cash Flow required to cause the aggregate principal amount of all the Advances denominated outstanding as of such Quarterly Payment Date not to exceed the Target Debt Balance Amount as of such date. (A) If within thirty days of the date of receipt by Borrower of any Asset Sale Proceeds, Insurance Proceeds, Eminent Domain Proceeds or Contract Termination Proceeds that, in Dollars then outstanding plus each case, is in excess of the greater of (Bx) the Equivalent in Dollars $15,000,000 or (determined on the third Business Day prior to such interest payment datey) five percent (5%) of trailing twelve month EBITDA, either individually or in aggregate, and in respect of which Borrower shall not have delivered a Reinvestment Notice, then Borrower shall (in each case without duplication and as contemplated by the priorities set forth in clause (b)(x) below) prepay an aggregate principal amount of all the Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess amount of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the LendersAsset Sale Proceeds, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderInsurance Proceeds, Eminent Domain Proceeds or Contract Termination Proceeds. (iiB) Each prepayment made pursuant If Borrower shall have delivered a Reinvestment Notice in respect of any Asset Sale Proceeds, Insurance Proceeds, Eminent Domain Proceeds or Contract Termination Proceeds and such Reinvestment Notice does not apply to this Section 2.10(ball of such Asset Sale Proceeds, Insurance Proceeds, Eminent Domain Proceeds or Contract Termination Proceeds received by Borrower, then on the third Business Day following the delivery of such Reinvestment Notice, Borrower shall (in each case without duplication and as contemplated by the priorities set forth in clause (b)(x) shall be made together with any interest accrued below) prepay an aggregate principal amount of the Advances in an aggregate amount equal to the date amount of such prepayment on the principal amounts prepaid andAsset Sale Proceeds, in the case of any prepayment of a Eurocurrency Rate AdvanceInsurance Proceeds, a LIBO Rate Advance, a Fixed Rate Advance Eminent Domain Proceeds or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts Contract Termination Proceeds which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d)is not covered by such Reinvestment Notice. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.​

Mandatory. (i) IfAfter the date that is three (3) years after the Original Issue Date, on if at any date, time the Agent notifies the Borrower that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) weighted average closing price of the aggregate principal amount Class B Common Stock for each of all Advances denominated in Foreign Currencies then outstanding fifteen (15) consecutive Trading Days (each a "Mandatory Conversion Period") equals or exceeds 105150% of the aggregate Commitments Conversion Price (subject to proportionate adjustment as provided in Section 7(e)) the Company shall have the option by delivery of the Lenders on such date, the Borrower shall, as soon as practicable and in any event written notice ("Mandatory Conversion Notice") to holders of shares of Series A Preferred Stock provided within two five (5) Business Days after receipt the end of any Mandatory Conversion Period to convert any or all shares of Series A Preferred Stock into such number of fully paid and non-assessable shares of Class B Common Stock determined by dividing (i) the Liquidation Preference of such notice, subject to Preferred Stock plus the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% accrued but unpaid Base Dividends as of the aggregate Commitments Mandatory Conversion Date (as hereinafter defined) by (ii) the Conversion Price. The Company shall send the written notice provided for above, by mail to each holder of record of Series A Preferred Stock at its address then shown on the records of the Lenders on such Company, which notice shall state that the Company has elected to convert some or all of the Series A Preferred Stock and the effective date together with any interest accrued to (the date "Mandatory Conversion Date") of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepaymentconversion, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding which date shall be deferred until the earliest to occur of the last day of the Interest Period applicable Mandatory Conversion Period, and that certificates evidencing shares of Series A Preferred Stock must be surrendered at the office of the outstanding Eurocurrency Rate Advances Company (or of its transfer agent for the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate AdvancesClass B Common Stock, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lenderif applicable). (ii) Each prepayment made pursuant On or after the Mandatory Conversion Date, shares of Series A Preferred Stock shall no longer be deemed outstanding, the dividends shall cease to this Section 2.10(b) accumulate, the holders shall cease to be stockholders, all rights whatsoever with respect to the Series A Preferred Stock so converted will terminate, and the holders entitled to receive Class B Common Stock issuable upon conversion shall be made together with treated for all purposes as the record holder of such Class B Common Stock as and after the Mandatory Conversion Date. The conversion shall occur on Mandatory Redemption Date without any interest accrued further action by such holders of such shares and whether or not the certificates representing such shares are surrendered to the date of such prepayment on Company or its transfer agent; provided, however, that the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower Company shall not be obligated to reimburse issue certificates evidencing the shares of Class B Common Stock issuable upon such conversion unless certificates evidencing such shares of Series A Preferred Stock so converted are surrendered to the Lenders Company. Upon the occurrence of such conversion of the Series A Preferred Stock, the holders of Series A Preferred Stock shall promptly surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred Stock. Thereupon, there shall be issued and delivered to such holder promptly at such office and in respect thereof pursuant to Section 8.04(dits name as shown on such surrendered certificate(s). The Agent shall give prompt notice , a certificate or certificates for the number of any prepayment required under this Section 2.10(b) to shares of Class B Common Stock into which the Borrower and shares of Series A Preferred Stock surrendered were convertible on the LendersMandatory Conversion Date.

Mandatory. (i) If, on any date, the Agent notifies the Borrower Company that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars plus the aggregate Available Amount of all Letters of Credit denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Committed Currencies plus the sum of the Face Amount of all Bankers' Acceptances and BA Equivalent Notes denominated in Canadian Dollars plus the aggregate Available Amount of all Letters of Credit denominated in Committed Currencies then outstanding exceeds 105103% of the aggregate Commitments of the Lenders on such date, the Borrower Borrowers shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, (x) prepay the outstanding principal amount of any Advances owing by the Borrower Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued date, and (y) to the date of extent necessary after the Borrowers have made all prepayments required pursuant to clause (x), cash collateralize the outstanding Bankers' Acceptances and BA Equivalent Notes in accordance with Section 2.19(n) in any aggregate amount sufficient to reduce such prepayment on the aggregate principal sum to an amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess not to exceed 100% of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur Commitments of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of Lenders on such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lenderdate. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower Company and the Lenders.

Mandatory. (i) If, on any date, If the Administrative Agent notifies the Borrower Company at least two Business Days prior to any interest payment date that, on any such interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars plus the aggregate Available Amount of all Letters of Credit denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies Euros plus (C) the aggregate principal amount of all Swingline Loans denominated in Dollars plus (D) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Swingline Loans denominated in Euros plus (E) the aggregate Available Amount of all Letters of Credit denominated in Euros then outstanding exceeds 105% of the aggregate Revolving Credit Commitments of the Lenders on such interest payment date, the Borrower Borrowers shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders on such date together with any interest accrued to the date as of such prepayment on the aggregate principal amount of Advances prepaidinterest payment date; provided that if the Borrowers have Cash Collateralized Letters of Credit in accordance with Section 2.21(a), the aggregate principal amount Available Amount of Base Rate Advances the outstanding at the time Letters of such required prepayment is less than Credit shall be deemed to have been reduced by the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepaymentCash Collateral. The Administrative Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.12(b)(i) to the Borrower Company and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) [Reserved]. (iii) Each prepayment made pursuant to this Section 2.10(b2.12(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lendersprepaid.

Mandatory. (i) If, on If for any datereason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitment then in effect for the Revolving Facility at such time, the applicable Borrowers shall promptly (and in any event, within one (1) Business Day) prepay Revolving Loans, Swingline Loans and L/C Borrowings (together with all accrued but unpaid interest thereon) and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless, after the prepayment of the Revolving Loans and Swingline Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitment then in effect for the Revolving Facility at such time; provided further, that if any such excess shall result solely from a change in the applicable exchange rates relating to Alternative Currencies, then such prepayment and/or Cash Collateralization shall only be required to be made by the applicable Borrowers upon three (3) Business Days’ notice from the Administrative Agent to the Company. (ii) If the Administrative Agent notifies the Borrower Company at any time that, on any interest payment dateas a result of a change in the applicable exchange rates relating to Alternative Currencies, the sum of (A) the aggregate principal amount Outstanding Amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior L/C Obligations at such time exceeds an amount equal to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments Letter of the Lenders on such dateCredit Sublimit then in effect, the Borrower shallthen, as soon as practicable and in any event within two within, three (3) Business Days after the Company’s receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount applicable Borrowers shall Cash Collateralize Letters of any Advances owing by the Borrower Credit in an aggregate amount sufficient to reduce such sum Outstanding Amount as of such date of payment to an amount not to exceed 100% of the aggregate Commitments Letter of Credit Sublimit then in effect. (iii) If the Administrative Agent notifies the Company at any time that, as a result of a change in the applicable exchange rates relating to Alternative Currencies, the Total Revolving Outstandings denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Lenders on such date together with any interest accrued to Alternative Currency Sublimit then in effect, then, within three (3) Business Days after the date Company’s receipt of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepaymentnotice, the portion applicable Borrowers shall prepay Revolving Loans and/or Cash Collateralize Letters of such required prepayment Credit, in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the each case may bedenominated in Alternative Currencies, in an aggregate amount equal sufficient to the excess reduce Total Revolving Outstandings denominated in Alternative Currencies as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect; provided, however, that the Borrowers shall not be required prepayment. The Agent shall give prompt notice to Cash Collateralize such Letters of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made Credit pursuant to this Section 2.10(b2.05(b)(ii) unless, after the prepayment of the Revolving Loans denominated in Alternative Currencies, the Total Revolving Outstandings denominated in Alternative Currencies exceed the Alternative Currency Sublimit then in effect. (iv) Except as otherwise provided in Section 2.15, (A) prepayments of the Revolving Facility made pursuant to Section 2.05(b)(i) (other than by provision of Cash Collateral) first, shall be applied ratably to the L/C Borrowings and the Swingline Loans, and second, shall be applied to the outstanding Revolving Loans, ratably across each outstanding Class of Revolving Loans, and (B) prepayments of the Revolving Facility made pursuant to Section 2.05(b)(iii) (other than by provision of Cash Collateral) shall be made together applied to the outstanding Revolving Loans denominated in Alternative Currencies, ratably across each outstanding Class of Revolving Loans. Cash Collateral provided pursuant to this Section 2.05(b) shall be applied in accordance with Section 2.14. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from any Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the applicable L/C Issuer or the Revolving Lenders, as applicable. Within the parameters of the applications set forth above in Section 2.05(b), prepayments pursuant to Section 2.05(b) shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest accrued to on the principal amount prepaid through the date of such prepayment. Notwithstanding anything to the contrary in this Section 2.05, no prepayment on the principal amounts prepaid and, in the case of any prepayment of by a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Designated Foreign Borrower shall be obligated used to reimburse pay or be applied against any Guaranteed Obligations of or attributable to the Lenders in respect thereof pursuant to Section 8.04(dany U.S. Loan Party (or any other Domestic Subsidiary). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. (i) If, on any date, the Agent notifies the Borrower Company that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars plus the aggregate Available Amount of all Letters of Credit then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies any Alternative Currency then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower Borrowers shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that (x) if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepaymentprepayment and (y) if the Company has Cash Collateralized Letters of Credit in accordance with Section 2.20(a), the Available Amount of the outstanding Letters of Credit shall be deemed to have been reduced by the amount of such Cash Collateral. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.10(b)(i) to the Borrower Company and the Lenders, and shall provide prompt notice to the Borrower Company of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower Borrowers shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower Company and the Lenders.

Mandatory. (i) If, on If the Borrower or any dateRestricted Subsidiary conducts an Asset Sale, the Agent notifies Borrower shall cause to be prepaid all Net Proceeds as are required to be prepaid pursuant to Section 6.08; and (ii) If the Borrower that, on or any interest payment dateRestricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 6.07, the sum of (A) the Borrower shall cause to be prepaid an aggregate principal amount of Loans equal to 100% of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined Net Proceeds received therefrom on the third Business Day or prior to such interest payment datethe date which is five (5) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after the receipt of such notice, Net Proceeds. (iii) (X) Each prepayment of Loans pursuant to this Section 2.03(b) shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.05(a); and (Y) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares subject to clause (vi) of this Section 2.03(b). (A) The Borrower shall notify the proviso to this sentence set forth below, prepay the outstanding principal amount Administrative Agent in writing of any Advances owing by the Borrower in an aggregate amount sufficient mandatory prepayment of Loans required to reduce such sum be made pursuant to an amount not to exceed 100% clauses (i) and (ii) of the aggregate Commitments of the Lenders on such date together with any interest accrued this Section 2.03(b) at least three (3) Business Days prior to the date of such prepayment on prepayment. Each such notice shall specify the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time date of such required prepayment is less than and provide a reasonably detailed calculation of the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Administrative Agent shall give prompt will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of any prepayment required under this Section 2.10(b) to such Appropriate Lender’s Pro Rata Share of the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lenderprepayment. (iiB) Each Subject to the pro rata application within any Class of Loans, the Borrower may allocate such prepayment in its sole discretion among the Class or Classes of Loans as the Borrower may specify, subject only to the following limitations: the Borrower shall not allocate to Extended Term Loans of any Term Extension Series any mandatory prepayment made pursuant to this Section 2.10(b2.03(b) shall be made together with any interest accrued to the date of unless such prepayment on the principal amounts prepaid and, in the case of any is accompanied by at least a pro rata prepayment of a Eurocurrency Rate AdvanceLoans of the Existing Term Loan Class, a LIBO Rate Advanceif any, a Fixed Rate Advance from which such Extended Term Loans were exchanged (or a Local Rate Advance on a date other than such Loans of the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders Existing Term Loan Class have otherwise been repaid in respect thereof pursuant to Section 8.04(dfull). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.

Mandatory. (i) If, on any date, the Agent notifies the Borrower Company that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding plus (C) the aggregate Available Amount of all Letters of Credit outstanding (measured, in the case of Letters of Credit denominated in any Committed Currency, as the Equivalent in Dollars determined on the third Business Day prior to such interest payment date) exceeds 105% of the aggregate Commitments of the Lenders on such date, the Company and, if applicable, each other Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided provided, that if Company has Cash Collateralized Letters of Credit in accordance with Section 2.21(a), the aggregate principal amount Available Amount of Base Rate Advances the outstanding at the time Letters of such required prepayment is less than Credit shall be deemed to have been reduced by the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepaymentCash Collateral. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.11(b) to the Borrower Company and the Lenders, and shall provide prompt notice to the Company and each other Borrower of any such notice of required prepayment received by it from any Lender. Five Year Credit Agreement (ii) The Company shall provide the Lenders with written notice (a “Change in Control Notice”) within five Business Days of the occurrence of any Change of Control and, upon the written demand (a “Prepayment Demand”) of the Agent, acting at the direction of the Required Lenders, made any time within thirty days after receipt by the Agent of the Change in Control Notice, the Company and, if applicable, each other Borrower shall, within forty-five Business Days after receipt of such Prepayment Demand (unless prior to the expiration of such time period the event that gave rise to such Change of Control shall no longer exist or shall have been otherwise cured or rescinded), prepay the outstanding principal amount of all Revolving Credit Advances and Competitive Bid Advances and all accrued and unpaid interest thereon, together with all other amounts owing by the Borrowers under this Agreement, and terminate the Commitments pursuant to Section 2.06 hereof. (iiiii) Each prepayment made pursuant to this Section 2.10(b2.11(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.11(b) to the Borrower Borrowers and the Lenders.

Mandatory. (i) If, on any date, the Agent notifies the Borrower that, on any interest payment date, the sum of (A) the aggregate principal amount of all Revolving Credit Advances denominated in Dollars plus the aggregate Available Amount of all Letters of Credit then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Revolving Credit Advances denominated in Foreign Committed Currencies then outstanding exceeds 105103% of the aggregate Revolving Credit Commitments of the Revolving Credit Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Revolving Credit Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b83 (i) to the Borrower and the Revolving Credit Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Revolving Credit Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Term SOFR Advance or a Local Eurocurrency Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d9.04. (iii) No later than three Business Days after the date on which the financial statements with respect to each fiscal year are required to be delivered pursuant to Section 5.01(i)(ii) (commencing with the Borrower’s fiscal year ending on or about January 31, 2020), the Borrower shall prepay outstanding Term Advances, Tranche B Loans and, Tranche B2 Loans and Tranche B3 Loans in accordance with Section 2.10(b)(vi) in an aggregate principal amount equal to the excess, if any, of (A) the Excess Cash Flow Percentage of Excess Cash Flow for such fiscal year then ended minus (B) any optional prepayments or repurchases of Term Advances, Tranche B Loans or, Tranche B2 Loans or Tranche B3 Loans pursuant to Section 2.10(a) made during such fiscal year, or in the following fiscal year before the making of any prepayment required in respect of such fiscal year pursuant to this Section 2.10(b)(iii), but only to the extent that (i) such prepayments do not occur in connection with a refinancing of all or any portion of such Term Advances, Tranche B Loans or, Tranche B2 Loans or Tranche B3 Loans and (ii) such prepayment was not previously applied to reduce the amount of any prepayment required by this Section 2.10(b)(iii) in respect of a prior fiscal year. (iv) In the event that the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of any Indebtedness for borrowed money of the Borrower or any of its Subsidiaries (other than any cash proceeds from the issuance of Indebtedness for borrowed money permitted under this Agreement), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by the Borrower or any such Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Advances, Tranche B Loans and, Tranche B2 Loans and Tranche B3 Loans in accordance with Section 2.10(b)(vi). (v) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Advances, Term 84 (vii) The Borrower shall deliver to the Agent, at the time of each prepayment required under Sections 2.10(b)(iii), (iv) and (v) above, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three Business Days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Advance being prepaid and the principal amount of each Advance (or portion thereof) to be prepaid. The Agent shall give prompt notice promptly advise the Appropriate Lenders of any prepayment required notice given (and the contents thereof) pursuant to this Section 2.10(b). All prepayments under this Section 2.10(b) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the Borrower and the Lendersdate of payment.

Mandatory. (i) IfIf at any timeMandatory partial principal payments shall be due from time to time if, on any datedue to an increase in the aggregate outstanding principal balance of allamount of Unsecured Indebtedness of the Parent, the Agent notifies the Borrower thatand their respective Subsidiaries (including, on any interest payment datewithout limitation, the sum outstanding principal balance of (A) the Loans, together with the aggregate principal amount of all Advances denominated Credit Agreement Loans and Letter of Credit Liabilities), would cause a Default or Event of Defaultor any reduction in Dollars then outstanding plus (B) the Equivalent Unencumbered Pool Value or in Dollars (determined on the third Business Day prior Adjusted Unencumbered Pool NOI, whether by an Unencumbered Pool Property failing to such interest payment date) continue to satisfy the requirement for qualification as an Eligible Unencumbered Pool Property or by a reduction in the Unencumbered Pool Value or the NOI attributable to any Unencumbered Pool Property, the Unsecured Indebtedness of the aggregate principal amount of all Advances denominated Parent, the Borrower and their respective Subsidiaries shall be in Foreign Currencies then outstanding exceeds 105% excess of the aggregate Commitments of the Lenders on such datemaximum amount permitted to be outstanding under Section 10.1.(g) or (h), then the Borrower shall, as soon as practicable and in any event within two five (5) Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than Agent’s demand, pay the amount of such required prepaymentexcess, at its choice, either to reduce such Unsecured Indebtedness or to the portion of such required prepayment in excess Agent for the account of the aggregate Lenders for application to the Term Loansshall cause the Borrower to be out of compliance with Section 10.1.(h). Such principal amount of Base Rate Advances then outstanding payments shall be deferred until in the earliest amount needed to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances restore Borrower to compliance with such covenants or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepaymentmaximum amount. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b) Such mandatory principal payments shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, due and payable (X) in the case of any prepayment such reduction arising from results reported in the quarterly or annual financial statements of a Eurocurrency Rate AdvanceParent and related Compliance Certificate, a LIBO Rate Advanceten (10) Business Days after delivery of such quarterly or annual financial statements and Compliance Certificate under Article IX evidencing such reduction or (Y) in all other cases, a Fixed Rate Advance or a Local Rate Advance ten (10) Business Days after Borrower’s receipt of written notice from the Administrative Agent of the existence of any condition requiring any such mandatory principal payment (which written notice shall include reasonably detailed evidence in support of such determination); provided, however, that the Borrower may elect, in lieu of making such mandatory partial principal payment hereunder, to reduce other Unsecured Indebtedness of the Parent, the Borrower and their respective Subsidiaries in the amount needed to restore Borrower to compliance with such covenants, in each case, within such applicable ten (10) Business Day period. All payments under this Section shall be applied to pay all amounts of principal outstanding on a date other than the last day Term Loans pro rata in accordance with Section 3.2. If the Borrower is required to pay any outstanding LIBORTerm SOFR Loans by reason of an this Section prior to the end of the applicable Interest Period or at its maturitytherefor, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to pay all amounts due under Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders5.4.

Mandatory. (i) If, on any date, the Administrative Agent notifies the Borrower in writing in accordance with clause (iii) below that, on any interest payment as of the most recent valuation date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment valuation date) of the aggregate principal amount of all Advances denominated in Foreign Currencies Euro (other than Swing Line Advances) then outstanding exceeds 105% of the aggregate Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two five Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date date, together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess of such required prepayment. The Administrative Agent shall give prompt notice of any prepayment required under this Section 2.10(b2.09(b) to the Borrower in accordance with clause (iii) below and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (ii) Each prepayment made pursuant to this Section 2.10(b2.09(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Term Rate Advance on a date other than the last day of an Interest Period or at its maturityPeriod, any additional amounts which the applicable Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d8.04(c). . (iii) The Administrative Agent shall give prompt notice calculate on (A) the date of each Notice of Borrowing, (B) the first day of an Interest Period for any prepayment Revolving Credit Advance denominated in Euro, (C) if no revaluation shall have occurred during any calendar quarter, on the last day of such calendar quarter and (D) if an Event of Default is continuing, at such times as may be determined in the reasonable discretion of the Administrative Agent, the sum of (x) the aggregate principal amount of all Advances denominated in Dollars plus (y) the Equivalent in Dollars (determined on the third Business Day prior to the date such calculation is required under this Section 2.10(bclause (iii)) to of the Borrower and the Lenders.aggregate principal amount of all Term Rate Advances denominated in

Mandatory. (i) If, on any dateOn the date of each repayment or prepayment of the Term A Advances, the Agent notifies the Borrower that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate Term A Commitments of the Term A Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advancesautomatically and permanently reduced, as the case may beon a pro rata basis, in by an aggregate amount equal to the excess amount by which the aggregate Term A Commitments immediately prior to such reduction exceed the aggregate unpaid principal amount of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any LenderTerm A Advances then outstanding. (ii) Each On the date of each repayment or prepayment of the Term B Advances, the aggregate Term B Commitments of the Term B Lenders shall be automatically and permanently reduced, on a pro rata basis, by an amount equal to the amount by which the aggregate Term B Commitments immediately prior to such reduction exceed the aggregate unpaid principal amount of the Term B Advances then outstanding. (iii) The Revolving Credit Facility shall be automatically and permanently reduced on each date on which the prepayment of Revolving Credit Advances outstanding thereunder is required to be made pursuant to Section 2.06(b)(i) or Section 2.06(b)(ii) by an amount equal to the applicable Reduction Amount, provided that each such reduction of the Revolving Credit Facility shall be made ratably among the Revolving Credit Lenders in accordance with their Revolving Credit Commitments; provided further, however, that notwithstanding the foregoing and Section 2.06(b)(v), in no event shall the Revolving Credit Facility be reduced pursuant to this Section 2.10(b2.05(b)(iii) to less than $20,000,000. (iv) The Letter of Credit Facility shall be made together with any interest accrued permanently reduced from time to time on the date of such prepayment on the principal amounts prepaid and, each reduction in the case of any prepayment of a Eurocurrency Rate AdvanceRevolving Credit Facility by the amount, a LIBO Rate Advanceif any, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts by which the Borrower shall be obligated amount of the Letter of Credit Facility exceeds the Revolving Credit Facility after giving effect to reimburse to such reduction of the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the LendersRevolving Credit Facility.

Mandatory. (i) IfThe Borrower shall, if applicable, within one (1) Business Day after the earlier of the date on which (x) a Responsible Officer becomes aware of any datenon-compliance with the requirements described in the following clauses (A), the Agent notifies (B), (C) , (D) or (E) or (y) written notice thereof shall have been given to the Borrower thatby the Administrative Agent, on any interest payment date, prepay an aggregate principal amount of the sum Revolving Credit Advances comprising part of the same Borrowings and the Letter of Credit Advances to cause (A) the aggregate principal amount of all Advances denominated Unsecured Leverage Ratio not to exceed the maximum Unsecured Leverage Ratio set forth in Dollars then outstanding plus Section 5.04(b)(i) on such Business Day, (B) the Equivalent Leverage Ratio not to exceed the maximum Leverage Ratio set forth in Dollars Section 5.04(a)(i) on such Business Day, (determined C) the Unencumbered Asset Debt Service Coverage Ratio not to be less than the minimum Unencumbered Asset Debt Service Coverage Ratio set forth in Section 5.04(b)(ii) on such Business Day, (D) the third Facility Exposure not to exceed the Facility Available Amount on such Business Day prior to such interest payment dateand (E) of the aggregate principal amount Available Amount of all Advances denominated in Foreign Currencies Letters of Credit then outstanding exceeds 105% not to exceed the Letter of the aggregate Commitments Credit Facility. If both (x) all Advances have been prepaid and such prepayments are not sufficient to cause Borrower to comply with each of the Lenders on such date(A), (B), (C), (D) and (E) and (y) there remains Letter of Credit Exposure, the Borrower shall, as soon as practicable and shall make a deposit in any event within two Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances owing by the Borrower L/C Cash Collateral Account in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Eurocurrency Rate Advances or the outstanding LIBO Rate Advances and/or the maturity date of the outstanding Local Rate Advances or Fixed Rate Advances, as the case may be, in an aggregate amount equal to the excess lesser of such required prepayment. The Agent shall give prompt notice of any prepayment required under this Section 2.10(b(I) the amount sufficient to cause the Borrower to comply with each of (A), (B), (C), (D) and (E) or (II) the Lenders, and shall provide prompt notice to amount of the Borrower Letter of any such notice of required prepayment received by it from any LenderCredit Exposure. (ii) Each prepayment To the extent the funds on deposit in the L/C Cash Collateral Account shall at any time exceed the total amount required to be deposited therein pursuant to the terms of this Agreement, the Administrative Agent shall, promptly upon request by the Borrower and provided that no Default or Event of Default shall then have occurred or be continuing or would result therefrom, return such excess amount to the Borrower. (iii) Prepayments of the Facilities made pursuant to clauses (i) and (ii) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full, and third deposited in the L/C Cash Collateral Account to Cash Collateralize 100% of the Available Amount of the Letters of Credit then outstanding. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the applicable Issuing Bank or Lenders, as applicable. (iv) All prepayments under this Section 2.10(bsubsection (b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance, a Fixed Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 8.04(d). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lendersamount prepaid.