Common use of Notice; Manner of Payment Clause in Contracts

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (ii) through and including (vi) above, the Borrower shall promptly deliver notice thereof to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section shall be applied as follows: (A) first, to repay, on a pro rata basis, the Term Loans until the outstanding principal balance of the Term Loans has been reduced to $0, at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, to repay, on a pro rata basis, the outstanding Revolving Loans until such time as the outstanding principal balance of the Revolving Loans has been reduced to $0, and any amounts repaid pursuant to this clause (B) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement); (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount of the unfunded Revolving Commitments cancelled pursuant to clause (A) above; and (E) fifth, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all of the Specified Derivatives Providers, in the reasonable discretion of all the Specified Derivatives Providers.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iiSections 4.4(b)(i) through and including (vi) above4.4(b)(v), the Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the LendersLenders by telecopier (or by telephone promptly confirmed by telecopier). Each prepayment of the Loans under this Section 4.4 shall be applied as follows: : (A) firstfirst to reduce, to repay, on a pro rata basisin inverse order of maturity, the Term Loans until the outstanding remaining scheduled principal balance installments of the Term Loans has been reduced pursuant to $0Section 4.3, and (B) second to the extent of any excess (the "Excess Proceeds"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility and, to the extent of any prepayments made pursuant to Section 4.4(b)(iii), to permanently reduce the Revolving Credit Commitment; provided, however, that (a) to the extent that there are any amounts outstanding under the Revolving Credit Facility, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B), and then, to the extent of any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) secondfunds, to repay, on a pro rata basis, the outstanding Revolving Loans until such time as the outstanding principal balance of the Revolving Loans has been reduced to $0, and any amounts repaid Borrower. No prepayment or repayment pursuant to this clause (B) Section 4.4 shall result in affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a corresponding dollar-for-dollar permanent reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans Term Loan Commitment. Each prepayment shall be made under this Agreement); (C) third, accompanied by any amount required to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount of the unfunded Revolving Commitments cancelled be paid pursuant to clause (A) above; and (E) fifth, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all of the Specified Derivatives Providers, in the reasonable discretion of all the Specified Derivatives ProvidersSection 5.9 hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iii) through and including (viiv) above, the Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section shall be applied as follows: (A) : first, ratably between the Initial Term Loans and (unless otherwise agreed to repayby the applicable Incremental Lenders) any Incremental Term Loans and second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Initial Term Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Initial Term Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis, basis in accordance with the Term Loans until the respective outstanding principal balance amounts of the Term Loans has been reduced to $0, at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, to repay, on a pro rata basis, the outstanding Revolving Loans until such time Refinancing Notes as the outstanding principal balance of the Revolving Loans has been reduced to $0, and any amounts repaid pursuant to this clause (B) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement); (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount time of the unfunded Revolving Commitments cancelled pursuant to clause (A) above; and (E) fifth, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all of the Specified Derivatives Providers, in the reasonable discretion of all the Specified Derivatives Providersapplicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iii) through and including (viiv) above, the applicable Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section shall be applied as follows: (A) : first, ratably between the Initial Term Loan and any Incremental Term Loans to repayreduce on a pro rata basis (applied to reduce the remaining scheduled principal installments of the Initial Term Loan and any Incremental Term Loans on a pro rata basis) and (ii) second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the applicable Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes or Incremental Equivalent Indebtedness that is secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis, basis in accordance with the Term Loans until the respective outstanding principal balance amounts of the Term Loans has been reduced to $0, at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, to repay, on a pro rata basis, the outstanding Revolving Loans until such time Refinancing Notes or Incremental Equivalent Indebtedness as the outstanding principal balance of the Revolving Loans has been reduced to $0, and any amounts repaid pursuant to this clause (B) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement); (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount time of the unfunded Revolving Commitments cancelled pursuant to clause (A) above; and (E) fifth, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all of the Specified Derivatives Providers, in the reasonable discretion of all the Specified Derivatives Providersapplicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (ii) through and including (vi) abovePrepayment Event, the Borrower Company shall promptly deliver notice thereof to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans required under this Section 2.9.(b) shall be applied as follows: (Ai) first, if the aggregate Revolving Credit Exposure immediately prior to repaythe applicable Net Cash Proceeds Receipt Date (or, on a pro rata basisfor the avoidance of doubt, immediately after giving effect to any mandatory prepayment required pursuant to clauses (ii) and (iii) below) shall be less than or equal to $750,000,000, to the Term Loans until Company in an aggregate amount under this clause (i) for all Net Cash Proceeds required to be paid in respect of Prepayment Events above up to $350,000,000; (ii) second, unless such amounts may otherwise be applied pursuant to clause (i) above, if the aggregate Revolving Credit Exposure immediately prior to the applicable Net Cash Proceeds Receipt Date shall be greater than $750,000,000, to the outstanding principal balance amount of the Term Revolving Credit Loans has been reduced (without any corresponding reduction of the Revolving Credit Commitments) in an aggregate amount under this clause (ii) for all Net Cash Proceeds required to be paid in respect of Prepayment Events above up to $0, at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement)150,000,000; (Biii) secondthird, unless such amounts may otherwise be applied pursuant to repayclause (i) or (ii) above, on a pro rata basis, in equal amounts to the outstanding principal amount of the Revolving Credit Loans (without any corresponding reduction of the Revolving Credit Commitments) and to the Term Loans until such time as the outstanding principal balance aggregate amount of the Revolving Loans has been reduced to $0all Net Cash Proceeds applied under clauses (i), (ii) and any amounts repaid pursuant to (iii) of this clause (BSection 2.9.(b)(D) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement)equal $750,000,000; (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (Div) fourth, at to the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the outstanding principal amount of the unfunded Revolving Commitments cancelled pursuant to clause (A) aboveTerm Loans until paid in full; and (Ev) fifth, in amounts equal to (x) 75% of such Net Cash Collateralize Proceeds under this clause (v) to the Specified Derivatives Obligations outstanding principal amount of the Revolving Credit Loans (without any corresponding reduction of the Revolving Credit Commitments) and (y) 25% of such Net Cash Proceeds under this clause (v) to the outstanding principal amounts of the Loans; (i) first, to the outstanding principal amount of the Term Loans until paid in full; (ii) second, to the outstanding principal amount of the Revolving Credit Loans (without any corresponding reduction of the Revolving Credit Commitments) in an aggregate amount satisfactory under this clause (ii) for all Net Cash Proceeds required to all be paid in respect of Prepayment Events above up to $150,000,000; and (iii) third, in amounts equal to (x) 75% of such Net Cash Proceeds under this clause (iii) to the outstanding principal amount of the Specified Derivatives Providers, in Revolving Credit Loans (without any corresponding reduction of the reasonable discretion Revolving Credit Commitments) and (y) 25% of all such Net Cash Proceeds under this clause (iii) to the Specified Derivatives Providersoutstanding principal amounts of the Loans.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iii) through and including (viiv) above, the Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section shall be applied as follows: (A) : first, ratably between the Term B-12 Loans and (unless otherwise agreed to repayby the applicable Incremental Lenders) any Incremental Term Loans and second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Term B-12 Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Term B-12 Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes or Incremental Equivalent Indebtedness that areis secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis, basis in accordance with the Term Loans until the respective outstanding principal balance amounts of the Term Loans has been reduced to $0, at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, to repay, on a pro rata basis, the outstanding Revolving Loans until such time Refinancing Notes or Incremental Equivalent Indebtedness as the outstanding principal balance of the Revolving Loans has been reduced to $0, and any amounts repaid pursuant to this clause (B) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement); (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount time of the unfunded Revolving Commitments cancelled pursuant to clause (A) above; and (E) fifth, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all of the Specified Derivatives Providers, in the reasonable discretion of all the Specified Derivatives Providersapplicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iii) through and including (viiv) above, the applicable Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section shall be applied as follows: (A) : first, ratably between the Initial Term Loan and any Incremental Term Loans to repayreduce on a pro rata basis (applied to reduce the remaining scheduled principal installments of the Initial Term Loan and any Incremental Term Loans on a pro rata basis) and (ii) second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the applicable Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes or Incremental Equivalent Indebtedness that is secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis, basis in accordance with the Term Loans until the respective outstanding principal balance 72 146960219_6 165457743_4 amounts of the Term Loans has been reduced to $0, at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, to repay, on a pro rata basis, the outstanding Revolving Loans until such time Refinancing Notes or Incremental Equivalent Indebtedness as the outstanding principal balance of the Revolving Loans has been reduced to $0, and any amounts repaid pursuant to this clause (B) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement); (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount time of the unfunded Revolving Commitments cancelled pursuant to clause (A) above; and (E) fifth, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all of the Specified Derivatives Providers, in the reasonable discretion of all the Specified Derivatives Providersapplicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iiSections 4.4(b)(i) through and including (vi) above4.4(b)(iv), the Borrower Company, on behalf of the Borrowers, shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section 4.4(b) shall be applied as follows: (A) : first, to repay, on a pro rata basis, the Term Loans until reduce the outstanding principal balance of the Term Loans has been reduced to $0, at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, to repay, on a pro rata basisbasis between the Initial Term Loans and the Additional Term Loans to reduce in inverse order of maturity the remaining amortization payments of the Initial Term Loans and the Additional Term Loans pursuant to Section 4.3 and second, to the outstanding Revolving Loans until such time as extent of any excess, to repay the outstanding principal balance of the Revolving Credit Loans has been reduced to $0, and any amounts repaid pursuant to this clause (BSection 2.4(d) shall result in a corresponding dollar-for-dollar reduction in and to reduce permanently the Revolving Credit Commitment pursuant to Section 2.6(b); provided that any Term Loan Lender may elect to have its pro rata share (based on its Term Loan Percentage) of any mandatory prepayment under Section 4.4(b) be applied first to the outstanding balance of the Revolving Credit Loans in accordance with Section 2.4(e) (any such thatelection, following a "Payment Refusal"); provided further that if Additional Excess Refused Proceeds remain after the repayment prepayment of the Term Loans in full accordance with this Section 4.4(b)(v) and the prepayment of such outstanding the Revolving Credit Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilitiesin accordance with Section 2.4(e), and no further Loans shall be made under this Agreement); (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount of such Additional Excess Refused Proceeds shall be reapplied to the unfunded Revolving Commitments cancelled pro rata share of any Term Loan Lenders that have made a Payment Refusal election (which repayment such Term Loan Lenders may not refuse) and to reduce in inverse order of maturity the remaining amortization payments of the Term Loans pursuant to clause Section 4.3. Any such Term Loan Lender that makes a Payment Refusal shall, no later than 11:00 a.m. (ACharlotte time) above; and two (E2) fifth, to Cash Collateralize Business Days preceding the Specified Derivatives Obligations in an amount satisfactory to all date specified for any prepayment of the Specified Derivatives ProvidersLoans, notify the Administrative Agent in the reasonable discretion writing of all the Specified Derivatives Providerssuch election. Each prepayment under this Section shall be accompanied by any payment required under Section 5.9.

Notice; Manner of Payment. (A) Upon the occurrence of any event triggering the prepayment requirement under clauses (i) or (ii) through and including (vi) above, the Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Initial Term Loans under this Section shall be applied as follows: (A) first, to repay, reduce on a pro rata basis, basis the next twelve scheduled principal installments thereof in direct order of maturity and then to the remaining scheduled principal installments of the Initial Term Loans until the outstanding principal balance pursuant to Section 4.3. Proceeds of the any Refinancing Term Loans has been reduced shall be applied solely to $0prepay each applicable Class of Term Loans so refinanced. Notwithstanding the foregoing, at which time to the extent any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Incremental Term Loans, no further Revolving Extended Term Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, to repay, on a pro rata basisor Refinancing Term Loans are made, the outstanding Revolving application of prepayments of Term Loans until such time as the outstanding principal balance of the Revolving Loans has been reduced to $0, and any amounts repaid pursuant to this clause (Biii) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under on a pro rata basis among the Initial Term Loans, Incremental Term Loans, Extended Term Loans and Refinancing Term Loans (except to the extent that any applicable Refinancing Amendment provides that the Class of Term Loans made thereunder shall be entitled to less than pro rata treatment). (B) If and when the aggregate amount of Collateral Excess Proceeds exceeds $35,000,000, the Borrower shall make a prepayment (a “Collateral Waivable Mandatory Prepayment”) in an amount equal to 100% of the Ratable Share of the Collateral Excess Proceeds (such amount, the “Collateral Prepayment Amount”). The Borrower shall notify the Administrative Agent in writing at least five Business Days prior to any such prepayment specifying the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and a reasonably detailed calculation of the amount of such Collateral Prepayment Amount. Promptly following receipt of any such notice, the Administrative Agent shall thereafter notify each Lender of the amount of such Lender’s pro rata share of such Collateral Prepayment Amount and Lender’s option to decline such amount. Each Lender may reject all or a portion of its pro rata share, or other applicable share of any Waivable Mandatory Prepayment required to be made pursuant to this Section 4.4(b) (such declined amounts, the “Collateral Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m., New York time, two (2) Business Days after the date of such Lender’s receipt of Notice of Prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the Collateral Prepayment Amount rejected by such Lender. If a Lender fails to deliver a Rejection Notice within the time frame specified above or such Rejection Notice fails to specify the principal amount of rejected Term Loans, any such failure shall be deemed an acceptance of the total amount of the Lender’s pro rata share of such Collateral Prepayment Amount. Subject to the terms of the agreements governing any other Pari Passu Lien Obligations or Indebtedness secured by a Permitted Lien, any Collateral Prepayment Amount not actually applied to repay, prepay or redeem Pari Passu Lien Obligations or obligations secured by a Permitted Lien (other than any Lien that is junior or subordinated to the Lien securing the Obligations) shall be re-offered to the non-rejecting Lenders. In the event of such a re-offer, the non-rejecting Lenders may elect, by written notice to the Administrative Agent within one Business Day of receiving notification of such re-offer, to decline all of the amount of such prepayment that is re-offered to them, in which case the aggregate amount of the prepayment that would have been applied to such Term Loans pursuant to such re-offer but was so declined shall be retained by the Borrower to be used for any other purpose not prohibited by this Agreement);. Prepayments shall be accompanied by accrued interest to the extent required by Section 5.1. (C) thirdIf and when the aggregate amount of Excess Proceeds exceeds $35,000,000, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; the Borrower shall make a prepayment (D) fourth, at the Borrower’s election, to fund the a “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit AgreementWaivable Mandatory Prepayment”) in an amount not equal to exceed 100% of the Ratable Share of the Excess Proceeds (such amount, the “Non-Collateral Prepayment Amount”). The Borrower shall notify the Administrative Agent in writing at least five Business Days prior to any such prepayment specifying the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and a reasonably detailed calculation of the amount of such Non-Collateral Prepayment Amount. Promptly following receipt of any such notice, the unfunded Revolving Commitments cancelled Administrative Agent shall thereafter notify each Lender of the amount of such Lender’s pro rata share of such Non-Collateral Prepayment Amount and Lender’s option to decline such amount. Each Lender may reject all or a portion of its pro rata share, or other applicable share of any Waivable Mandatory Prepayment required to be made pursuant to clause this Section 4.4(b) (Asuch declined amounts, the “Declined Proceeds”) above; and by providing written notice (Eeach, a “Rejection Notice”) fifthto the Administrative Agent and the Borrower no later than 5:00 p.m., New York time, two (2) Business Days after the date of such Lender’s receipt of Notice of Prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the Non-Collateral Prepayment Amount rejected by such Lender. If a Lender fails to deliver a Rejection Notice within the time frame specified above or such Rejection Notice fails to specify the principal amount of rejected Term Loans, any such failure shall be deemed an acceptance of the total amount of the Lender’s pro rata share of such Non-Collateral Prepayment Amount. Subject to the terms of the agreements governing any other Pari Passu Indebtedness, any Non-Collateral Prepayment Amount not actually applied to repay, prepay or redeem Pari Passu Indebtedness shall be re-offered to the non-rejecting Lenders. In the event of such a re-offer, the non-rejecting Lenders may elect, by written notice to the Administrative Agent within one Business Day of receiving notification of such re-offer, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to decline all of the Specified Derivatives Providersamount of such prepayment that is re-offered to them, in which case the reasonable discretion aggregate amount of all the Specified Derivatives Providersprepayment that would have been applied to such Term Loans pursuant to such re-offer but was so declined shall be retained by the Borrower to be used for any other purpose not prohibited by this Agreement. Prepayments shall be accompanied by accrued interest to the extent required by Section 5.1.

Notice; Manner of Payment. (I) Upon the occurrence of any event triggering the prepayment requirement under clauses (iiA) through and including (viB) above, the Parent Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section shall be applied as follows: (A) : first, ratably between the Initial Term Loans and (unless otherwise agreed by the applicable Incremental Lenders) any Incremental Term Loans to repay, reduce on a pro rata basisbasis within each tranche the next four scheduled principal installments thereof in direct order of maturity and then to the remaining scheduled principal installments thereof on a pro rata basis (including the bullet payment on the Term Loan Maturity Date) until paid in full and second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(e), without a corresponding reduction in the Commitment under the Revolving Credit Facilities. 93782947_8 (II) Notwithstanding anything in this Section 2.5(d)(ii) to the contrary, if at the time that any prepayment would be required under clause (B) above, the Term Loans until Parent Borrower or any Restricted Subsidiary is required to (or to offer to) repurchase or prepay any other Debt (including any Debt under any Secured Closing Date Bilateral Facilities) secured on a pari passu basis with the outstanding principal balance Secured Obligations pursuant to the terms of the documentation governing such Debt with Net Cash Proceeds (such Debt (including any Debt under any Secured Closing Date Bilateral Facilities) required to be offered to be so repurchased or prepaid, the “Other Applicable Debt”), then the Parent Borrower may apply such amount on a pro rata basis to the prepayment of the Term Loans has been reduced and to $0, the repurchase or prepayment of the Other Applicable Debt (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Debt (or accreted amount if such Other Applicable Debt is issued with original issue discount) at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following time); provided that the repayment in full portion of such Outstanding Term Loans, no further Revolving Loans prepayment or repurchase allocated to the Other Applicable Debt shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, to repay, on a pro rata basis, the outstanding Revolving Loans until such time as the outstanding principal balance of the Revolving Loans has been reduced to $0, and any amounts repaid pursuant to this clause (B) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement); (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount of such Net Cash Proceeds required to be allocated to the unfunded Revolving Commitments cancelled Other Applicable Debt pursuant to clause (A) abovethe terms thereof, and the remaining amount, if any, thereof shall be allocated to the Term Loans in accordance with the terms hereof, and the amount required to be used to make prepayments hereunder shall be reduced accordingly; and (E) fifthprovided, further, that to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all extent the holders of the Specified Derivatives ProvidersOther Applicable Debt decline to have such Debt prepaid or repurchased, the declined amount shall promptly (and in any event within ten (10) Business Days after the reasonable discretion date of all such rejection) be applied to prepay the Specified Derivatives ProvidersTerm Loans in accordance with the terms hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iii) through and including (viiv) above, the Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Term Loans under this Section shall be applied as follows: ratably between the Initial Term Loans and (to the extent required thereby) any Incremental Term Loans to reduce on a pro rata basis within each tranche the next twelve scheduled principal installments thereof in direct order of maturity and then to the remaining scheduled principal installments thereof on a pro rata basis. Proceeds of any Refinancing Term Loans or Refinancing Notes shall be applied solely to prepay each applicable Class of Term Loans so refinanced. Notwithstanding the foregoing, (A) firstto the extent any Incremental Term Loans, Extended Term Loans or Refinancing Term Loans are made, the application of prepayments of Term Loans pursuant to this clause (v) shall be made on a pro rata basis among the Term Loans, Incremental Term Loans, Extended Term Loans and Refinancing Term Loans (except to the extent that any applicable Refinancing Amendment provides that the Class of Term Loans made thereunder shall be entitled to less than pro rata treatment) and (B) with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to repaythe extent required thereby, on a pro rata basis, basis in accordance with the Term Loans until the respective outstanding principal balance amounts of the Term Loans has been reduced to $0, at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, to repay, on a pro rata basis, the outstanding Revolving Loans until such time Refinancing Notes as the outstanding principal balance of the Revolving Loans has been reduced to $0, and any amounts repaid pursuant to this clause (B) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement); (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount time of the unfunded Revolving Commitments cancelled pursuant to clause (A) above; and (E) fifth, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all of the Specified Derivatives Providers, in the reasonable discretion of all the Specified Derivatives Providersapplicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (ii) through and including (vi) abovePrepayment Event, the Borrower Company shall promptly deliver notice thereof to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans required under this Section 2.9(b)(v) shall be applied as follows: (Ai) first, if the aggregate Revolving Credit Exposure immediately prior to repaythe applicable Net Cash Proceeds Receipt Date (or, on a pro rata basisfor the avoidance of doubt, immediately after giving effect to any mandatory prepayment required pursuant to clauses (ii) and (iii) below) shall be less than or equal to $750,000,000, to the Term Loans until Company in an aggregate amount under this clause (i) for all Net Cash Proceeds required to be paid in respect of Prepayment Events above up to $350,000,000; (ii) second, unless such amounts may otherwise be applied pursuant to clause (i) above, if the aggregate Revolving Credit Exposure immediately prior to the applicable Net Cash Proceeds Receipt Date shall be greater than $750,000,000, to the outstanding principal balance amount of the Term Revolving Credit Loans has been reduced (without any corresponding reduction of the Revolving Credit Commitments) in an aggregate amount under this clause (ii) for all Net Cash Proceeds required to be paid in respect of Prepayment Events above up to $0, at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement)150,000,000; (Biii) secondthird, unless such amounts may otherwise be applied pursuant to repayclause (i) or (ii) above, on a pro rata basis, in equal amounts to the outstanding principal amount of the Revolving Credit Loans (without any corresponding reduction of the Revolving Credit Commitments) and to the Term Loans until such time as the outstanding principal balance aggregate amount of the Revolving Loans has been reduced to $0all Net Cash Proceeds applied under clauses (i), (ii) and any amounts repaid pursuant to (iii) of this clause (BSection 2.9.(b)(v)(D) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement)equal $750,000,000; (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (Div) fourth, at to the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the outstanding principal amount of the unfunded Revolving Commitments cancelled pursuant to clause (A) aboveTerm Loans until paid in full; and (Ev) fifth, in amounts equal to (x) 75% of such Net Cash Collateralize Proceeds under this clause (v) to the Specified Derivatives Obligations outstanding principal amount of the Revolving Credit Loans (without any corresponding reduction of the Revolving Credit Commitments) and (y) 25% of such Net Cash Proceeds under this clause (v) to the outstanding principal amounts of term loans under the Term Loan Agreement.; provided that, from and after the Fourth Amendment Effective Date, each prepayment of the Loans required under this Section 2.9.(b)(v) shall be applied as follows (including any prepayments to be made on the Fourth Amendment Effective Date and in contemplation of the satisfaction of the conditions precedent to the effectiveness of the Fourth Amendment ): (i) first, to the outstanding principal amount of the Term Loans until paid in full; (ii) second, to the outstanding principal amount of the Revolving Credit Loans (without any corresponding reduction of the Revolving Credit Commitments) in an aggregate amount satisfactory under this clause (ii) for all Net Cash Proceeds required to all be paid in respect of Prepayment Events above up to $150,000,000; and (iii) third in amounts equal to (x) 75% of such Net Cash Proceeds under this clause (iii) to the outstanding principal amount of the Specified Derivatives Providers, in Revolving Credit Loans (without any corresponding reduction of the reasonable discretion Revolving Credit Commitments) and (y) 25% of all such Net Cash Proceeds under this clause (iii) to the Specified Derivatives Providersoutstanding principal amounts of term loans under the Term Loan Agreement.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (ii) through and including (viiv) above, the Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans (or commitment reductions, as applicable) under this Section shall be applied as follows: : (A) first, if such prepayment occurs prior to repaythe Initial Delayed Draw Term Loan Funding Date, on a pro rata basisto permanently reduce the unfunded Delayed Draw Term Loan Commitment, the Term Loans until the outstanding principal balance of the Term Loans has been reduced to $0, at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, if such prepayment occurs on or after the Initial Delayed Draw Term Loan Funding Date, to repay, reduce on a pro rata basis, basis the outstanding Revolving Delayed Draw Term Loans until such time as the outstanding principal balance of the Revolving Loans has been reduced to $0, and any amounts repaid pursuant to this clause (B) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such thatSection 4.3, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement); (C) third, to Cash Collateralize the extent of any outstanding Letter excess, to reduce on a pro rata basis the remaining scheduled principal installments of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; the Additional Term Loans (if any) pursuant to Section 4.3, (D) fourth, at to the Borrower’s electionextent of any further excess (excluding any prepayment required pursuant to Section 4.4(b)(iv), to fund the “Unfunded Revolving Commitment Account” in which case, this clause (as defined in the Second Lien Credit AgreementD) in an amount not to exceed shall be skipped and the amount of such required prepayment shall constitute an excess amount subject to application in accordance with the unfunded Revolving Commitments cancelled pursuant to following clause (A) above; and E)), to permanently reduce the Revolving Credit Commitment until the Revolving Credit Commitment has been reduced to $25,000,000 and (E) fifth, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory extent of any further excess, to all repay outstanding Revolving Credit Loans (without any corresponding permanent reduction of the Specified Derivatives ProvidersRevolving Credit Commitment), in pursuant to Section 2.4(c). Amounts prepaid under the reasonable discretion of all the Specified Derivatives ProvidersTerm Loan pursuant to this Section may not be reborrowed. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iii) through and including (viiv) above, the applicable Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section shall be applied as follows: (A) : first, ratably between the Initial Term Loan and any Incremental Term Loans to repayreduce on a pro rata basis (applied to reduce the remaining scheduled principal installments of the Initial Term Loan and any Incremental Term Loans on a pro rata basis) and (ii) second, to the extent of any excess, to repay the Revolving Credit Loans pursuant 165457743_4174358596_2 to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the applicable Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes or Incremental Equivalent Indebtedness that is secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis, basis in accordance with the Term Loans until the respective outstanding principal balance amounts of the Term Loans has been reduced to $0, at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, to repay, on a pro rata basis, the outstanding Revolving Loans until such time Refinancing Notes or Incremental Equivalent Indebtedness as the outstanding principal balance of the Revolving Loans has been reduced to $0, and any amounts repaid pursuant to this clause (B) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement); (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount time of the unfunded Revolving Commitments cancelled pursuant to clause (A) above; and (E) fifth, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all of the Specified Derivatives Providers, in the reasonable discretion of all the Specified Derivatives Providersapplicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (ii) through and including (viv) above, the Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans (or commitment reductions, as applicable) under this Section shall be applied as follows: : (A) first, if such prepayment occurs prior to repaythe Delayed Draw Term Loan Funding Date, on a pro rata basisto permanently reduce the unfunded Delayed Draw Term Loan Commitment, the Term Loans until the outstanding principal balance of the Term Loans has been reduced to $0, at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, if such prepayment occurs on or after the Delayed Draw Term Loan Funding Date, to repay, reduce on a pro rata basis, basis the outstanding Revolving Loans until such time as the outstanding remaining scheduled principal balance installments of the Revolving Loans has been reduced to $0, and any amounts repaid Delayed Draw Term Loan pursuant to this clause (B) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such thatSection 4.3, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement); (C) third, to Cash Collateralize the extent of any outstanding Letter excess, to reduce on a pro rata basis the remaining scheduled principal installments of Credit Liabilities until all Letter the Additional Term Loans (if any) pursuant to Section 4.3 (excluding any prepayment required pursuant to Section 4.4(b)(ii) resulting from the borrowing of Credit Liabilities have been fully Cash Collateralized; any Additional Term Loans, in which case, this clause (C) shall be skipped and the amount of such required prepayment shall constitute an excess amount subject to application in accordance with the following clauses (D) and (E)), (D) fourth, at to the Borrower’s electionextent of any further excess (excluding any prepayment required pursuant to Section 4.4(b)(ii) or Section 4.4(b)(v), to fund the “Unfunded Revolving Commitment Account” in which case, this clause (as defined in the Second Lien Credit AgreementD) in an amount not to exceed shall be skipped and the amount of such required prepayment shall constitute an excess amount subject to application in accordance with the unfunded Revolving Commitments cancelled pursuant to following clause (A) above; and E)), to permanently reduce the Revolving Credit Commitment until the Revolving Credit Commitment has been reduced to $25,000,000 and (E) fifth, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory extent of any further excess, to all repay outstanding Revolving Credit Loans (without any corresponding permanent reduction of the Specified Derivatives ProvidersRevolving Credit Commitment), in pursuant to Section 2.4(c). Amounts prepaid under the reasonable discretion of all the Specified Derivatives ProvidersTerm Loan pursuant to this Section may not be reborrowed. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9.

Notice; Manner of Payment. (I) Upon the occurrence of any event triggering the prepayment requirement under clauses (iiA) through and including (viB) above, the Parent Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section shall be applied as follows: (A) : first, ratably between the Initial Term Loans and (unless otherwise agreed by the applicable Incremental Lenders) any Incremental Term Loans to repay, reduce on a pro rata basisbasis within each tranche the next four scheduled principal installments thereof in direct order of maturity and then to the remaining scheduled principal installments thereof on a pro rata basis (including the bullet payment on the Term Loan Maturity Date) until paid in full and second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(e), without a corresponding reduction in the Commitment under the Revolving Credit Facilities. (II) Notwithstanding anything in this Section 2.5(d)(ii) to the contrary, if at the time that any prepayment would be required under clause (B) above, the Term Loans until Parent Borrower or any Restricted Subsidiary is required to (or to offer to) repurchase or prepay any other Debt (including any Secured Bilateral Mexican Debt and/or Debt under the outstanding principal balance Secured Closing Date Bilateral Facility) secured on a pari passu basis with the Secured Obligations pursuant to the terms of the documentation governing such Debt with Net Cash Proceeds (such Debt (including any Secured Bilateral Mexican Debt and/or Debt under the Secured Closing Date Bilateral Facility) required to be offered to be so repurchased or prepaid, the “Other Applicable Debt”), then the Parent Borrower may apply such amount on a pro rata basis to the prepayment of the Term Loans has been reduced and to $0, the repurchase or prepayment of the Other Applicable Debt (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Debt (or accreted amount if such Other Applicable Debt is issued with original issue discount) at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following time); provided that the repayment in full portion of such Outstanding Term Loans, no further Revolving Loans prepayment or repurchase allocated to the Other Applicable Debt shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, to repay, on a pro rata basis, the outstanding Revolving Loans until such time as the outstanding principal balance of the Revolving Loans has been reduced to $0, and any amounts repaid pursuant to this clause (B) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement); (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount of such Net Cash Proceeds required to be allocated to the unfunded Revolving Commitments cancelled Other Applicable Debt pursuant to clause (A) abovethe terms thereof, and the remaining amount, if any, thereof shall be allocated to the Term Loans in accordance with the terms hereof, and the amount required to be used to make prepayments hereunder shall be reduced accordingly; and (E) fifthprovided, further, that to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all extent the holders of the Specified Derivatives ProvidersOther Applicable Debt decline to have such Debt prepaid or repurchased, the declined amount shall promptly (and in any event within ten (10) Business Days after the reasonable discretion date of all such rejection) be applied to prepay the Specified Derivatives ProvidersTerm Loans in accordance with the terms hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iiSections 4.5(c)(i) through and including (vi) above4.5(c)(v), the Borrower Borrowers shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section 4.5(c) shall be applied as follows: : FIRST, to all accrued and unpaid interest on the Term D Loans, on a PRO RATA basis; SECOND, to the outstanding principal installments of the Term D Loans on a PRO RATA basis; THIRD, to any outstanding Term C Loan Deferred Interest, on a PRO RATA basis; and FOURTH, to the extent of any excess (such excess, the "EXCESS PROCEEDS"), PRO RATA among the principal amounts outstanding in reverse order of maturity of the Term A Loan Facility, the Term B Loan Facility, the Term C Facility and the Revolving Credit Facility, applied (A) firstin the case of prepayments arising under Sections 4.5(c)(i) and 4.5(c)(ii), in inverse order of maturity to repaythe remaining scheduled principal installments (or, as applicable, interest) in respect thereof and (B) in the case of prepayments arising under Section 4.5(c)(iii), 4.5(c)(iv) and 4.5(c)(v), PRO RATA to the remaining scheduled principal installments (or applicable interest) in respect thereof; PROVIDED, that any Term B Lender or Term C Lender may elect to have its PRO RATA share (based on a pro rata basisits Term B Loan Percentage or Term C Loan Percentage, as applicable) of any mandatory prepayment under Section 4.5(c)(vi) (any such amount, "REFUSED PROCEEDS") be applied to, the Term A Loan Facility and the Revolving Credit Facility as set forth below (any such election, a "PAYMENT REFUSAL"): (1) to the Term A Loans until reducing the outstanding principal balance of the Term Loans has been reduced to $0, at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, to repay, installments thereof on a pro rata basis, the outstanding Revolving Loans until such time as the outstanding principal balance of the Revolving Loans has been reduced PRO RATA basis with respect to $0, and any amounts repaid pursuant to this clause (B) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement); (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount of the unfunded Revolving Commitments cancelled pursuant to clause (A) aboveeach prepayment; and (E2) fifthto repay Revolving Credit Loans pursuant to Section 2.4(c) and to reduce permanently the Revolving Credit Commitment pursuant to Section 2.6(b); PROVIDED FURTHER that if Refused Proceeds remain after the prepayment applied in accordance with the foregoing proviso, the amount of such excess Refused Proceeds shall be reapplied to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory PRO RATA share of any Term B Lenders or Term C Lenders that have made a Payment Refusal election (which repayment such Term B Lenders and Term C Lenders may not refuse) and applied to all the Term B Loans and the Term C Loans as set forth above. Any such Term B Lender or Term C Lender that makes a Payment Refusal shall, no later than 11:00 a.m. (Charlotte time) two (2) Business Days preceding the date specified for any prepayment of the Specified Derivatives ProvidersLoans, notify the Administrative Agent in the reasonable discretion writing of all the Specified Derivatives Providerssuch election. Each mandatory prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iiSections 4.4(b)(i) through and including (vi) above4.4(b)(v), the Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the LendersLenders by telecopier (or by telephone promptly confirmed by telecopier). Each prepayment of the Loans under this Section 4.4 shall be applied as follows: : (A) firstFIRST to reduce, to repay, on a pro rata basisin inverse order of maturity, the Term Loans until the outstanding remaining scheduled principal balance installments of the Term Loans has been reduced pursuant to $0Section 4.3, and (B) SECOND to the extent of any excess (the "EXCESS PROCEEDS"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility and, to the extent of any prepayments made pursuant to Section 4.4(b)(iii), to permanently reduce the Revolving Credit Commitment; PROVIDED, HOWEVER, that (a) to the extent that there are any amounts outstanding under the Revolving Credit Facility, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its PRO RATA share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied FIRST, to reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B), and then, to the extent of any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) secondfunds, to repay, on a pro rata basis, the outstanding Revolving Loans until such time as the outstanding principal balance of the Revolving Loans has been reduced to $0, and any amounts repaid Borrower. No prepayment or repayment pursuant to this clause (B) Section 4.4 shall result in affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a corresponding dollar-for-dollar permanent reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans Term Loan Commitment. Each prepayment shall be made under this Agreement); (C) third, accompanied by any amount required to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount of the unfunded Revolving Commitments cancelled be paid pursuant to clause (A) above; and (E) fifth, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all of the Specified Derivatives Providers, in the reasonable discretion of all the Specified Derivatives ProvidersSection 5.9 hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (ii) through and including (vi) abovePrepayment Event, the Borrower Company shall promptly deliver notice thereof to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans required under this Section 2.9(b)(v) shall be applied as follows: (Ai) first, if the aggregate Revolving Credit Exposure immediately prior to repaythe applicable Net Cash Proceeds Receipt Date (or, on a pro rata basisfor the avoidance of doubt, immediately after giving effect to any mandatory prepayment required pursuant to clauses (ii) and (iii) below) shall be less than or equal to $750,000,000, to the Term Loans until Company in an aggregate amount under this clause (i) for all Net Cash Proceeds required to be paid in respect of Prepayment Events up to $350,000,000; (ii) second, unless such amounts may otherwise be applied pursuant to clause (i) above, if the aggregate Revolving Credit Exposure immediately prior to the applicable Net Cash Proceeds Receipt Date shall be greater than $750,000,000, to the outstanding principal balance amount of the Term Revolving Credit Loans has been reduced (without any corresponding reduction of the Revolving Credit Commitments) in an aggregate amount under this clause (ii) for all Net Cash Proceeds required to be paid in respect of Prepayment Events up to $0, at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement)150,000,000; (Biii) secondthird, unless such amounts may otherwise be applied pursuant to repayclause (i) or (ii) above, on a pro rata basis, in equal amounts to the outstanding principal amount of the Revolving Credit Loans (without any corresponding reduction of the Revolving Credit Commitments) and to the Term Loans until such time as the outstanding principal balance aggregate amount of the Revolving Loans has been reduced to $0all Net Cash Proceeds applied under clauses (i), (ii) and any amounts repaid pursuant to (iii) of this clause (BSection 2.9.(b)(v)(D) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement)equal $750,000,000; (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (Div) fourth, at to the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the outstanding principal amount of the unfunded Revolving Commitments cancelled pursuant to clause (A) aboveTerm Loans until paid in full; and (Ev) fifth, in amounts equal to (x) 75% of such Net Cash Collateralize Proceeds under this clause (v) to the Specified Derivatives Obligations in an outstanding principal amount satisfactory to all of the Specified Derivatives Providers, in Revolving Credit Loans (without any corresponding reduction of the reasonable discretion Revolving Credit Commitments) and (y) 25% of all such Net Cash Proceeds under this clause (v) to the Specified Derivatives Providersoutstanding principal amounts of term loans under the Term Loan Agreement.

Notice; Manner of Payment. (A) Upon the occurrence of any event triggering the prepayment requirement under clauses (iiSections 4.4(b)(i) through and including (vi) above4.4(b)(v), the Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. . (B) Each prepayment of the Loans under this Section 4.4(b) shall be applied as follows: (A) : first, to repay, reduce the remaining scheduled principal installments of the Term B Loans on a pro rata basis, the Term Loans until the outstanding principal balance of the Term Loans has been reduced pursuant to $0, at which time any remaining unfunded Revolving Commitments will be automatically Section 4.3 and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, to repaythe extent of any excess, to repay the Revolving Credit Loans (without, however, permanently reducing the Revolving Credit Commitment); provided, however: (I) that during the first nine (9) months following the Closing Date, all mandatory prepayments under Section 4.4(b)(iii) with respect to sale-leaseback transactions shall be applied as follows: (x) fifty percent (50%) of such mandatory prepayments shall be applied to the Term B Loan Facility to reduce the remaining amortization payments on the Term B Loans on a pro rata basis, and (y) the remaining fifty percent (50%) of such mandatory prepayments shall be applied to the Revolving Credit Facility to repay the outstanding Revolving Credit Loans until thereunder (without, however, permanently reducing the Revolving Credit Commitment); provided that each Term B Lender shall have the right, to the extent that there are outstandings under the Revolving Credit Facility, to refuse any such time as mandatory prepayment of the Term B Loans, in which event the full amount of any such refused payments shall be applied to the Revolving Credit Facility to repay the outstanding principal balance of Revolving Credit Loans thereunder (without, however, permanently reducing the Revolving Loans has been reduced to $0, and any amounts repaid pursuant to this clause (B) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this AgreementCommitment); (CII) thirdprovided, further, that all mandatory prepayments under Section 4.4(b)(ii) may, at the discretion of the Borrower, be applied to either (aa) the Term B Loan Facility to reduce the remaining amortization payments on the Term B Loans on a pro rata basis, or (bb) to the Revolving Credit Facility to repay the outstanding Revolving Credit Loans thereunder (without, however, permanently reducing the Revolving Credit Commitment), provided that each Term B Lender shall have the right, to Cash Collateralize the extent that there are outstandings under the Revolving Credit Facility, to refuse any such mandatory prepayment of the Term B Loans, in which event the full amount of any such refused payments shall be applied to the Revolving Credit Facility to repay the outstanding Letter of Revolving Credit Liabilities until all Letter of Loans thereunder (without, however, permanently reducing the Revolving Credit Liabilities have been fully Cash CollateralizedCommitment); (DIII) fourthprovided further that with respect to all other mandatory prepayments under Section 4.4(b) (including payments made under Section 4.4(b)(iii) with respect to sale-leaseback transactions consummated more than nine (9) months following the Closing Date), at each Term B Lender shall have the right, to the extent there are outstandings under the Revolving Credit Facility, to refuse any such mandatory prepayment, in which event the full amount of any such refused payments shall be applied to the Revolving Credit Facility to repay the outstanding Revolving Credit Loans thereunder (without, however, permanently reducing the Revolving Credit Commitment). No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower’s election, to fund 's obligations under any Hedging Agreement. (C) Amounts prepaid under the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount of the unfunded Revolving Commitments cancelled Term B Loan Facility pursuant to clause (A) above; and (E) fifth, this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term B Loan Commitment. Each prepayment shall be accompanied by any amount required to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory be paid pursuant to all of the Specified Derivatives Providers, in the reasonable discretion of all the Specified Derivatives ProvidersSection 5.9 hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iiSections 4.4(b)(i) through and including (vi) above4.4(b)(v), the Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the LendersLenders by telecopier (or by telephone promptly confirmed by telecopier). Each prepayment of the Loans under this Section 4.4 shall be applied as follows: : (A) firstFIRST to reduce, to repay, on a pro rata basisin inverse order of maturity, the Term Loans until the outstanding remaining scheduled principal balance installments of the Term Loans has been reduced (with respect to $0any such outstanding Term Loans, PRO RATA on the basis of the original aggregate funded amount thereof among the Initial Term Loans and, if applicable, the Additional Term Loans) pursuant to Section 4.3, and (B) SECOND to the extent of any excess (the "EXCESS PROCEEDS"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility and, to the extent of any prepayments made pursuant to Section 4.4(b)(iii), to permanently reduce the Revolving Credit Commitment; PROVIDED, HOWEVER, that, regardless of whether there are amounts outstanding under the Revolving Credit Facility, each Lender having a Term Loan Commitment shall have the right to refuse its PRO RATA share (based on its respective applicable Term Loan Percentage) of any such mandatory prepayment (excluding prepayments made pursuant to Section 4.4(b)(iii)) at which time the remaining amount shall be applied FIRST, to reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vi)(B), and THEN, to the extent of any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such funds, to the Borrower; PROVIDED that, following if at the repayment in full time of such Outstanding Term prepayment there are no outstanding Revolving Credit Loans, no further Revolving Loans shall be made and no additional Letters the Borrower may (X) elect to have the remaining amount of Credit shall be issued under this Agreement); such mandatory prepayment (Bif any) second, to repay, on a pro rata basis, the outstanding Revolving Loans until such time applied as the outstanding principal balance an optional prepayment of the Revolving Term Loans has been reduced to $0, and any amounts repaid in accordance with Section 4.4(a) or (Y) retain such amount. No prepayment or repayment pursuant to this clause (B) Section 4.4 shall result in affect any of the Borrower's obligations under any Hedging Agreement. 27 Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a corresponding dollar-for-dollar permanent reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans Term Loan Commitment. Each prepayment shall be made under this Agreement); (C) third, accompanied by any amount required to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount of the unfunded Revolving Commitments cancelled be paid pursuant to clause (A) above; and (E) fifth, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all of the Specified Derivatives Providers, in the reasonable discretion of all the Specified Derivatives ProvidersSection 5.11 hereof.

Notice; Manner of Payment. Upon the occurrence of any event ------------------------- triggering the prepayment requirement under clauses (iiSections 4.4(b)(i) through and including (vi) above4.4(b)(iv), the Borrower Company, on behalf of the Borrowers, shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section 4.4(b) shall be applied as follows: (A) : first, ----- to repay, on a pro rata basis, the Term Loans until reduce the outstanding principal balance of the Term Loans has been reduced on a pro rata --- ---- basis between the Term A Loans and the Term B Loans and to $0, at which time any reduce in inverse order of maturity the remaining unfunded Revolving Commitments will be automatically amortization payments of the Term A Loans and permanently cancelled the Term B Loans pursuant to Section 4.3 and (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (Bii) second, to repaythe extent of any ------ excess, on a pro rata basis, the outstanding Revolving Loans until such time as to repay the outstanding principal balance of the Revolving Credit Loans has been reduced to $0, and any amounts repaid pursuant to this clause Section 2.4(d) and to reduce permanently the Revolving Credit Commitment pursuant to Section 2.6(b); provided that any Term B Loan Lender may -------- elect to have its pro rata share (Bbased on its Term B Loan Percentage) shall result in a corresponding dollar-for-dollar reduction of any mandatory prepayment under Section 4.4(b)(iv) be applied first to the outstanding balance of the Term A Loans and to reduce the remaining scheduled installments of the Term A Loans in the inverse order of maturity thereof and then to Revolving Commitment Credit Loans in accordance with Section 2.4(e) (any such thatelection, following a "Payment Refusal"); provided further that if Additional Excess -------- ------- Refused Proceeds remain after the repayment prepayment of the Term A Loans in full accordance with this Section 4.4(b)(v) and the prepayment of such outstanding the Revolving Credit Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilitiesin accordance with Section 2.4(e), and no further Loans shall be made under this Agreement); (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount of such Additional Excess Refused Proceeds shall be reapplied to the unfunded Revolving Commitments cancelled pro rata share of any Term B Loan Lenders that have made a Payment Refusal election (which repayment such Term B Loan Lenders may not refuse) and to reduce in inverse order of maturity the remaining amortization payments of the Term B Loans pursuant to clause Section 4.3. Any such Term B Loan Lender that makes a Payment Refusal shall, no later than 11:00 a.m. (ACharlotte time) above; and two (E2) fifth, to Cash Collateralize Business Days preceding the Specified Derivatives Obligations in an amount satisfactory to all date specified for any prepayment of the Specified Derivatives ProvidersLoans, notify the Administrative Agent in the reasonable discretion writing of all the Specified Derivatives Providerssuch election. Each prepayment under this Section shall be accompanied by any payment required under Section 5.9.

Notice; Manner of Payment. (A) Upon the occurrence of any event triggering the prepayment requirement under clauses (iiSections 4.4(b)(i) through and including (vi) above4.4(b)(iv), the Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. . (B) Each prepayment of the Loans under this Section 4.4(b), other than in connection with a Release Transaction, shall be applied as follows: : (Ai) first, to repayreduce on a pro rata basis the remaining scheduled principal installments of the Term Loans pursuant to Section 4.3 and (ii) second, to the extent of any excess, to reduce permanently the Revolving Credit Commitment pursuant to Section 2.6(b) provided, that each Lender shall have the right, so long as there are outstandings under the Revolving Credit Facility, to refuse any such mandatory prepayment of the Term Loans, at which time the full amount of any such refused payments shall be applied to repay outstanding Revolving Credit Loans without a corresponding reduction of the Revolving Credit Commitment. (C) Each prepayment under this Section 4.4(b) as a result of a Release Transaction shall be applied as follows: (i) first, to reduce on a pro rata basis the remaining scheduled principal installments of the Term Loans, pursuant to Section 4.3, as necessary to reduce the Leverage Ratio, on a pro rata basisforma basis after giving effect to the Release Transaction, to at least 0.50 below the Term Loans until Leverage Ratio then required under Section 10.1; (ii) second, at the outstanding principal balance option of the Term Loans has been reduced Borrower, to $0, at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such repurchase the Parent Shares; provided that, following (A) no more than fifty percent (50%) of the repayment in full of such Outstanding Term LoansNet Cash Proceeds from any Release Transaction may be used to repurchase the Parent Shares, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, to repay, on a pro rata basis, the outstanding Revolving Loans until such time as the outstanding principal balance aggregate amount of the Revolving Loans has been reduced Net Cash Proceeds from all Release Transactions that may be applied to repurchase the Parent Shares shall not exceed $040,000,000 and (iii) third, any proceeds remaining after clauses (i) and any amounts repaid (ii) of this sentence shall be applied pursuant to this clause (B) shall result in a corresponding dollar-for-dollar reduction in above. All pro forma calculations of the Revolving Commitment (such that, following Leverage Ratio pursuant to the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans prior sentence shall be made under this Agreement); (C) third, reasonably acceptable to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized;the Agents. (D) fourth, at Amounts prepaid under the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount of the unfunded Revolving Commitments cancelled Term Loan pursuant to clause (A) above; and (E) fifth, this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory be paid pursuant to all of the Specified Derivatives Providers, in the reasonable discretion of all the Specified Derivatives ProvidersSection 5.9 hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iiSections 4.4(b)(i) through and including (vi) above4.4(b)(v), the Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section 4.4(b) shall be applied as follows: : (A) first, to repay, on a pro rata basis, reduce in inverse order of maturity the Term Loans until the outstanding remaining scheduled principal balance installments of the Term Loans has been reduced to $0, at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following pro rata among the repayment in full of such Outstanding Initial Term Loans, no further Revolving the Supplemental Term Loans shall be made and no additional Letters of Credit shall be issued under this Agreementthe Additional Term Loans); , pursuant to Section 4.3 and (B) second, in the case of a prepayment under clauses (i), (ii), (iii) or (iv) above only, to repaythe extent of any excess, on a to reduce permanently the Revolving Credit Commitment, pursuant to Section 2.6(b). Notwithstanding anything in this Section 4.4 to the contrary, any Term Loan Lender shall have the right to refuse its pro rata basisshare (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to temporarily reduce the Revolving Credit Loans, and then, to the extent of any remaining funds, the outstanding Revolving Loans until such time as Borrower may elect to (a) prepay the outstanding principal balance Term Loans in the manner set forth in this Section 4.4 regardless of the Revolving Loans has been reduced to $0, and any amounts repaid election of the Term Loan Lender or (b) retain such excess amount. No prepayment or repayment pursuant to this clause (B) Section 4.4 shall result in affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a corresponding dollar-for-dollar permanent reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans Term Loan Commitment. Each prepayment shall be made under this Agreement); (C) third, accompanied by any amount required to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount of the unfunded Revolving Commitments cancelled be paid pursuant to clause (A) above; and (E) fifth, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all of the Specified Derivatives Providers, in the reasonable discretion of all the Specified Derivatives ProvidersSection 5.9 hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the a mandatory prepayment requirement under clauses (ii) through and including (vi) aboveor commitment reduction pursuant to this Section 2.05(b), the Borrower shall promptly deliver a notice thereof of prepayment or commitment reduction to the Administrative Agent Agent, and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each Any prepayment of the Loans or commitment reduction required under this Section 2.05(b) shall be made or become effective within three (3) Business Days after the date of receipt of the applicable Net Cash Proceeds. Each prepayment or commitment reduction under this Section 2.05(b) shall be applied as follows: (A) : first, to repayratably prepay the Total Drop-Down Outstandings and the Total RMP Outstandings, on a pro rata basisif any, the Term Loans until the outstanding principal balance of the Term Loans has such Total Drop-Down Outstandings and Total RMP Outstandings have been reduced to $0fully repaid, at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, to repaythe extent of any excess, to prepay any Class of Loans or permanently reduce any Class of Commitments as specified by the Borrower in the applicable notice of prepayment or commitment reduction or otherwise on a pro rata basisor prior to the date on which such prepayment or commitment reduction is required to occur. In the event that the Borrower does not so specify how such prepayments or commitment reductions are to be applied, such amounts shall be applied first, to ratably prepay the outstanding Revolving Loans Total Drop-Down Outstandings and the Total RMP Outstandings, if any, until such time as Total Drop-Down Outstandings and Total RMP Outstandings have been fully repaid, second, to prepay the outstanding principal balance of the Revolving Loans has Total General Outstandings, if any, until such General Outstandings have been reduced to $0fully repaid, and any amounts repaid third, in the event that all outstanding Loans have been prepaid, (x) except in the case of a commitment reduction required pursuant to this clause Section 2.05(b)(iv), to ratably reduce the remaining Commitments of each Class and (By) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment case of a commitment reduction required pursuant to Section 2.05(b)(iv), to reduce any remaining General Commitments (such that, following and any excess required commitment reduction remaining after the repayment in full of such outstanding Revolving Loans all General Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreementapplied to ratably reduce the remaining Commitments of each other Class); (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount of the unfunded Revolving Commitments cancelled pursuant to clause (A) above; and (E) fifth, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all of the Specified Derivatives Providers, in the reasonable discretion of all the Specified Derivatives Providers.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iii) through and including (viv) above, the Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section The prepayments shall be applied as followsin the following manner: (A) All mandatory prepayments under Sections 4.4(b)(i), (b)(iii) and (b)(iv) will be applied first, to repayprepay outstanding Term Loans and any Incremental Term Loans on a pro rata basis and second, to prepay outstanding Revolving Credit Loans (with a permanent reduction in the aggregate commitment under the Revolving Credit Facility). All such mandatory prepayments of Term Loans and Incremental Term Loans will be applied to the remaining scheduled amortization payments on a pro rata basis. (1) In the event the Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 9.15 both before and after giving effect to the transaction under Section 4.4(b)(ii), the Term Loans until the outstanding principal balance of the Term Loans has been reduced to $0, at which time any remaining unfunded Revolving Commitments all mandatory prepayments under Section 4.4(b)(ii) will be automatically applied first, to prepay outstanding Revolving Credit Loans (without a permanent reduction in the aggregate commitment under the Revolving Credit Facility) and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, to repay, prepay outstanding Term Loans and any Incremental Term Loans on a pro rata basis. (2) In the event the Borrower shall not be in compliance on a pro forma basis with the financial covenants set forth in Section 9.15 both before or after giving effect to the transaction under Section 4.4(b)(ii), the all mandatory prepayments under Section 4.4(b)(ii) will be applied first, to prepay outstanding Term Loans and any Incremental Term Loans on a pro rata basis and second, to prepay outstanding Revolving Credit Loans until such time as the outstanding principal balance of the Revolving Loans has been reduced to $0, and any amounts repaid pursuant to this clause (B) shall result in with a corresponding dollar-for-dollar permanent reduction in the aggregate commitment under the Revolving Commitment Credit Facility). (such that, following 3) All mandatory prepayments of the repayment in full of such outstanding Revolving Term Loans all Commitments shall have been reduced and any Incremental Term Loans under either clause (1) or (2) above will be applied to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement);remaining scheduled amortization payments on a pro rata basis. (C) thirdAll mandatory prepayments under Section 4.4(b)(v) will be applied first, to Cash Collateralize prepay outstanding Term Loans and any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s electionIncremental Term Loans on a pro rata basis and second, to fund the “Unfunded prepay outstanding Revolving Commitment Account” Credit Loans (as defined without a permanent reduction in the Second Lien aggregate commitment under the Revolving Credit Agreement) in an amount not to exceed the amount Facility). All such mandatory prepayments of the unfunded Revolving Commitments cancelled pursuant Term Loans and any Incremental Term Loans will be applied to clause (A) above; and (E) fifth, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all of the Specified Derivatives Providers, in the reasonable discretion of all the Specified Derivatives Providersremaining scheduled amortization payments on a pro rata basis.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iiSections 4.4(b)(i) through and including (vi) above4.4(b)(vi), the Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section Sections 4.4(b)(i) through and including 4.4(b)(v) shall be applied as follows: (A) : first, to repayreduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis and second, to the extent of any excess, to temporarily prepay the Revolving Credit Loans pursuant to Section 2.4(c). Each prepayment under Section 4.4(b)(vi) shall be applied as follows: first, to reduce the remaining scheduled quarterly principal installments of the Term Loan set forth in Section 4.3 in either direct order of maturity, inverse order of maturity or on a pro rata basis, as directed by the Borrower and second, to the extent of any excess, to temporarily prepay the Revolving Credit Loans pursuant to Section 2.4(c). Amounts repaid under the Term Loans until the outstanding principal balance of Loan pursuant to Section 4.3 or prepaid under the Term Loans has been reduced Loan pursuant to $0this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding anything in this Section 4.4 to the contrary, any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment, at which time the remaining amount shall be applied first, to temporarily reduce the Revolving Credit Loans, and then, to the extent of any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, to repay, on a pro rata basisfunds, the outstanding Revolving Loans until such time as Borrower may elect to (a) prepay the outstanding principal balance Term Loan in the manner set forth in this Section 4.4 regardless of the Revolving Loans has been reduced to $0, and any amounts repaid election of the Term Loan Lender or (b) retain such excess amount. No prepayment or repayment pursuant to this clause (B) Section 4.4 shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such that, following the repayment in full affect any of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement); (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit obligations under any Hedging Agreement) in an amount not to exceed the amount of the unfunded Revolving Commitments cancelled pursuant to clause (A) above; and (E) fifth, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all of the Specified Derivatives Providers, in the reasonable discretion of all the Specified Derivatives Providers.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iii) through and including (viiv) above, the Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section shall be applied as follows: (A) : first, ratably between the Term B-1 Loans and (unless otherwise agreed to repayby the applicable Incremental Lenders) any Incremental Term Loans and second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each such prepayment of the Term B-1 Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Term B-1 Loans and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and then to the bullet payment due on the Term Loan Maturity Date. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis, basis in accordance with the Term Loans until the respective outstanding principal balance amounts of the Term Loans has been reduced to $0, at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, to repay, on a pro rata basis, the outstanding Revolving Loans until such time Refinancing Notes as the outstanding principal balance of the Revolving Loans has been reduced to $0, and any amounts repaid pursuant to this clause (B) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement); (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount time of the unfunded Revolving Commitments cancelled pursuant to clause (A) above; and (E) fifth, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all of the Specified Derivatives Providers, in the reasonable discretion of all the Specified Derivatives Providersapplicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. (I) Upon the occurrence of any event triggering the prepayment requirement under clauses (iiA) through and including (viB) above, the Parent Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section shall be applied as follows: (A) : first, ratably between the Initial Term Loans and (unless otherwise agreed by the applicable Incremental Lenders) any Incremental Term Loans to repay, reduce on a pro rata basisbasis within each tranche the next four scheduled principal installments thereof in direct order of maturity and then to the remaining scheduled principal installments thereof on a pro rata basis (including the bullet payment on the Term Loan Maturity Date) until paid in full and second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(e), without a corresponding reduction in the Commitment under the Revolving Credit Facilities. (II) Notwithstanding anything in this Section 2.5(d)(ii) to the contrary, if at the time that any prepayment would be required under clause (B) above, the Term Loans until Parent Borrower or any Restricted Subsidiary is required to (or to offer to) repurchase or prepay any other Debt (including any Secured Bilateral Mexican Debt and/or Debt under the outstanding principal balance Secured Closing Date Bilateral Facility) secured on a pari passu basis with the Secured Obligations pursuant to the terms of the documentation governing such Debt with Net Cash Proceeds (such Debt (including any Secured Bilateral Mexican Debt and/or Debt under the Secured Closing Date Bilateral Facility) required to be offered to be so repurchased or prepaid, the “Other Applicable Debt”), then the Parent Borrower may apply such amount on a 110599275_6 pro rata basis to the prepayment of the Term Loans has been reduced and to $0, the repurchase or prepayment of the Other Applicable Debt (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Debt (or accreted amount if such Other Applicable Debt is issued with original issue discount) at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following time); provided that the repayment in full portion of such Outstanding Term Loans, no further Revolving Loans prepayment or repurchase allocated to the Other Applicable Debt shall be made and no additional Letters of Credit shall be issued under this Agreement); (B) second, to repay, on a pro rata basis, the outstanding Revolving Loans until such time as the outstanding principal balance of the Revolving Loans has been reduced to $0, and any amounts repaid pursuant to this clause (B) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement); (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount of such Net Cash Proceeds required to be allocated to the unfunded Revolving Commitments cancelled Other Applicable Debt pursuant to clause (A) abovethe terms thereof, and the remaining amount, if any, thereof shall be allocated to the Term Loans in accordance with the terms hereof, and the amount required to be used to make prepayments hereunder shall be reduced accordingly; and (E) fifthprovided, further, that to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all extent the holders of the Specified Derivatives ProvidersOther Applicable Debt decline to have such Debt prepaid or repurchased, the declined amount shall promptly (and in any event within ten (10) Business Days after the reasonable discretion date of all such rejection) be applied to prepay the Specified Derivatives ProvidersTerm Loans in accordance with the terms hereof.

Notice; Manner of Payment. Upon the occurrence of any event ------------------------- triggering the prepayment requirement under clauses (iiSections 4.5(c)(i) through and including (vi) above4.5(c)(v), the Borrower Borrowers shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section 4.5(c) shall be applied as follows: (A) : first, to repay, the Term B Loans reducing the ----- outstanding principal installments of the Term B Loans on a pro rata basisbasis and second, to the extent of any excess (such excess, the "Excess Proceeds"), (x) ------ with respect to any such prepayment on or prior to the Term A Loan Commitment Termination Date pro rata between the Term A Loan Facility and the Revolving Credit Facility and (y) with respect to any such prepayment thereafter, first to the Term A Loan Facility and then to the Revolving Credit Facility as follows: (1) to reduce permanently the Term A Loan Commitment and repay Term A Loans until with respect to each prepayment made prior to or on the Term A Loan Commitment Termination Date, and (2) to the Term A Loans reducing the outstanding principal balance installments thereof on a pro rata basis with respect to each prepayment made after the Term A Loan Commitment Termination Date; provided, that -------- Excess Proceeds from any prepayment required by Sections 4.5(c)(i) and 4.5(c)(ii) shall reduce the Term A Loan Commitment only if an Event of Default has occurred and is continuing on the date of the Term Loans has been reduced to $0, at which time any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such that, following the repayment in full of such Outstanding Term Loans, no further Revolving Loans shall be made and no additional Letters of Credit shall be issued required prepayment under this AgreementSection 4.5(c);; and (B) secondto repay Revolving Credit Loans pursuant to Section 2.4(c), and, subject to the proviso therein, to repayreduce permanently the Revolving Credit Commitment pursuant to Section 2.6(c); provided, on a that any Term B Lender may elect to have its pro rata basisshare (based on -------- its Term B Loan Percentage) of any mandatory prepayment under Section 4.5(c)(vi) (any such amount, "Refused Proceeds") be applied to the outstanding Revolving Loans until such time as the outstanding principal balance of Term A Loan Facility and the Revolving Loans has been reduced to $0, and Credit Facility as set forth above (any amounts repaid pursuant to this clause (B) shall result in a corresponding dollar-for-dollar reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans shall be made under this Agreement); (C) third, to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund a "Payment Refusal"); provided further, that if Refused Proceeds remain after the “Unfunded Revolving Commitment Account” (as defined -------- ------- prepayment applied in accordance with the Second Lien Credit Agreement) in an amount not to exceed foregoing proviso, the amount of such excess Refused Proceeds shall be reapplied to the unfunded Revolving Commitments cancelled pro rata share of any Term B Lenders that have made a Payment Refusal election (which repayment such Term B Lenders may not refuse) and applied to the Term B Loans as set forth above. Any such Term B Lender that makes a Payment Refusal shall, no later than 11:00 a.m. (Charlotte time) two (2) Business Days preceding the date specified for any prepayment of the Loans, notify the Administrative Agent in writing of such election. Each mandatory prepayment shall be accompanied by any amount required to be paid pursuant to clause (ASection 4.5(d) above; and (E) fifth, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all of the Specified Derivatives Providers, in the reasonable discretion of all the Specified Derivatives Providersand Section 5.9 hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (iiSections 4.4(b)(i) through and including (vi) above4.4(b)(v), the Borrower shall promptly deliver notice thereof a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the LendersLenders by telecopier (or by telephone promptly confirmed by telecopier). Each prepayment of the Loans under this Section 4.4 shall be applied as follows: : (A) firstfirst to reduce, to repay, on a pro rata basisin inverse order of maturity, the Term Loans until the outstanding remaining scheduled principal balance installments of the Term Loans has been reduced (with respect to $0any such outstanding Term Loans, pro rata on the basis of the original aggregate funded amount thereof among the Initial Term Loans, the Supplemental Term Loans and the Additional Term Loans) pursuant to Section 4.3, and (B) second to the extent of any excess (the "Excess Proceeds"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility and, to the extent of any prepayments made pursuant to Section 4.4(b)(iii), to permanently reduce the Revolving Credit Commitment; provided, however, that, regardless of whether there are amounts outstanding under the Revolving Credit Facility, each Lender having a Term Loan Commitment shall have the right to refuse its pro rata share (based on its respective applicable Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B), and then, to the extent of any remaining unfunded Revolving Commitments will be automatically and permanently cancelled (such funds, to the Borrower; provided that, following if at the repayment in full time of such Outstanding Term prepayment there are no outstanding Revolving Credit Loans, no further Revolving Loans shall be made and no additional Letters the Borrower may (X) elect to have the remaining amount of Credit shall be issued under this Agreement); such mandatory prepayment (Bif any) second, to repay, on a pro rata basis, the outstanding Revolving Loans until such time applied as the outstanding principal balance an optional prepayment of the Revolving Term Loans has been reduced to $0, and any amounts repaid in accordance with Section 4.4(a) or (Y) retain such amount. No prepayment or repayment pursuant to this clause (B) Section 4.4 shall result in affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a corresponding dollar-for-dollar permanent reduction in the Revolving Commitment (such that, following the repayment in full of such outstanding Revolving Loans all Commitments shall have been reduced to zero (or such higher amount as represents the then outstanding Letter of Credit Liabilities), and no further Loans Term Loan Commitment. Each prepayment shall be made under this Agreement); (C) third, accompanied by any amount required to Cash Collateralize any outstanding Letter of Credit Liabilities until all Letter of Credit Liabilities have been fully Cash Collateralized; (D) fourth, at the Borrower’s election, to fund the “Unfunded Revolving Commitment Account” (as defined in the Second Lien Credit Agreement) in an amount not to exceed the amount of the unfunded Revolving Commitments cancelled be paid pursuant to clause (A) above; and (E) fifth, to Cash Collateralize the Specified Derivatives Obligations in an amount satisfactory to all of the Specified Derivatives Providers, in the reasonable discretion of all the Specified Derivatives ProvidersSection 5.9 hereof.