Common use of Mandatory Prepayment Clause in Contracts

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement.

Mandatory Prepayment. Borrower (i) Within 10 Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan until Paid Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to 100% of the following times Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and in their Subsidiaries (and not paid to the following amounts: Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) concurrently of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent within forty-five (45) 60 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), Borrowers shall(C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the extent provided in and permitted by Administrative Agent pursuant to clause (B) above or (2) the Black Forest Subordination Agreementoccurrence of a Default or an Event of Default, pay the then outstanding principal amount of the Black Forest Note from any remaining such Net Cash Proceeds, until it is paid in fullif not theretofore so used, after which any remaining Net Cash Proceeds may shall be used by Borrower to prepay further the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, to repay Senior Debt or for any other corporate purpose not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in contravention the case of any terms prepayment of this Agreementa LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended on December 31, 2018 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii) (each such date, a "ECF Due Date"), the Borrower shall, if the Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is (A) greater than 3.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (1) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year (in the case of payments made by the Borrowers pursuant to Section 2.05(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments), or (B) equal to or less than 3.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (1) 25% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year (in the case of payments made by the Borrowers pursuant to Section 2.05(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments). Notwithstanding the foregoing, Excess Cash Flow shall exclude any amounts attributable to periods prior to (x) the Effective Date and (y) in the case of any Person that becomes a Subsidiary of the Parent after the Effective Date pursuant to a Permitted Acquisition, the consummation date of such Permitted Acquisition. (ii) Subject to Section 2.05(c)(vi) below, within three (3) Business Days of the receipt by any Loan Party of any Net Cash Proceeds from any DispositionDisposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a) through (j), and (l) through (o) of the definition thereof)) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iiiii) concurrently Within three (3) Business Days of the receipt of any Net Cash Proceeds from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuances or Permitted Cure Equity), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Subject to Section 2.05(c)(vi) below, within three (3) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) ParentExtraordinary Receipts, (y) management of Parent, or (z) to Persons that as the Borrower shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Immediately upon receipt by the Loan Parties of the Net Cash Proceeds of any Permitted Cure Equity pursuant to Section 7.03, the Borrower shall apply 100% of such Net Cash Proceeds first, to prepay the outstanding principal of the Revolving Loans (without a corresponding permanent reduction in the Revolving Credit Commitments), until paid in full and second, all remaining Net Cash Proceeds shall be deposited in an account subject to a Control Agreement. (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with Dispositions or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $500,000 in the aggregate in any calendar year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair, restore, develop or otherwise purchase properties or assets (other than current assets) used in such Person's business, provided that (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Borrower delivers a certificate to the Administrative Agent within forty-five (45) 5 Business Days after such Disposition or such Extraordinary Receipt, as the case may be, stating that such Net Cash Proceeds shall be contractually committed to be used to replace, repair, restore, develop or otherwise purchase properties or assets used in such Person's business within a period specified in such certificate not to exceed 180 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds and such Net Cash Proceeds must actually be used to replace, repair, restore or develop properties or assets used in such Person's business within a period not exceeding 360 days after the date of receipt of such Net Cash Proceeds (commencing with which certificate shall set forth estimates of the Fiscal Quarter ending September 30, 2008Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds received by a Loan Party are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vii) Without any reduction in the Total Revolving Credit Commitment, the Borrower will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds any of the limits set forth in Section 2.01(b)(i) to the full extent of such excess. (viii) Notwithstanding any other provisions of Section 2.05(c), (A) to the extent that any of or all the of the relevant Excess Cash Flow or Net Cash Proceeds described in clauses (i) through (iv) are attributable to a Foreign Subsidiary that would otherwise give rise to a prepayment obligation under any such clause or Excess Cash Flow attributable to a Foreign Subsidiary that would otherwise give rise to a prepayment obligation under Section 2.05(c), (x) are prohibited, restricted or delayed by applicable local law or restrictions (not effected in anticipation or contemplation of such prepayment) or under such Foreign Subsidiary's Governing Documents (including as a result of minority ownership) from being repatriated to the United States or (y) the upstreaming or transfer as a distribution or dividend of which would, in the good faith determination of the Borrower, cause any Loan Party or Subsidiary thereof to incur a material adverse liability (including, without limitation, any withholding tax) or a material adverse tax consequence (including, without limitation, a deemed dividend) and (B) to the extent that any or all of the relevant Excess Cash Flow is generated by any joint venture or the relevant Net Cash Proceeds described in clauses (ii) through (iv) above are received by any joint venture for so long as the repatriation to the Borrower of such Excess Cash Flow or Net Cash Proceeds would be prohibited under the Governing Documents governing such joint venture or the existing documents governing the Indebtedness of such joint venture (such amount described in the foregoing clause (A) or (B), as the case may be, a "Restricted Amount"), then the amount the Borrower will be required to mandatorily prepay shall be reduced by the Restricted Amount and such Restricted Amount may be retained by the applicable Subsidiary, and the failure to apply any such Restricted Amounts toward any such mandatory prepayment shall not result in a Default or Event of Default hereunder; provided, that the Borrowers hereby agree to cause the applicable Subsidiary to promptly take all commercially reasonable actions required by the applicable local law to permit such repatriation, or as the case may be, to eliminate such material adverse tax liability or material adverse tax consequence, in each case, in its reasonable control in order to make such prepayment (subject to the considerations above); provided, further, that if and to the extent any such repatriation ceases to be prohibited or delayed by applicable local law or such material adverse tax liability or material adverse tax consequence is eliminated, in each case, any time during the one (1) year period immediately following the date on which the applicable mandatory prepayment pursuant to this Section 2.05 was required to be made, the Loan Parties shall reasonably promptly repatriate, or cause to be repatriated, an amount equal to fifty percent (50%) the applicable portion of such Restricted Amount, and the Loan Parties shall reasonably promptly pay such portion of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant Restricted Amount to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securitiesLenders, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to which payment shall be reduced applied in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementaccordance with Section 2.05(d).

Mandatory Prepayment. Borrower For any prepayments pursuant to this section, the Borrowers shall prepay the Loan until Paid in Full at the following times and in the following amounts:provide one (1) Business Day’s prior written notice to Administrative Agent detailing such prepayment. (i) concurrently Contemporaneously with the receipt by any Loan Party delivery to the Agents and the Lenders of any Net Cash Proceeds from any Dispositionaudited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2015 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with clause (d) below in an amount equal to such Net Cash Proceeds; and the result of (iiA) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Consolidated Excess Cash Flow earned during of the Company and its Subsidiaries for such prior Fiscal Quarter, until the Loan is reduced in principal Year (provided that such amount shall reduce to $30,000,000, and, thereafter, in an amount equal to (i) twenty-five percent (25%) if the EBITDA Total Leverage Ratio of the Company and its Subsidiaries for such Fiscal Year is less than 2.50:1.00 and (ii) zero percent (0%) if the EBITDA Total Leverage Ratio of the Company and its Subsidiaries for such Fiscal Year is less than 2.00:1.00; provided, however, that the immediately preceding proviso will not apply to the excess cash flow payment required to be made under this Section 2.05(c)(i) for the Fiscal Year ended December 31, 2015) minus (B) the aggregate amount of all optional principal payments on the Loans that were made during such Fiscal Year pursuant to Section 2.05(b); provided that the calculation of the amount of any Consolidated Excess Cash Flow earned during payment made pursuant to this Section 2.05(c)(i) shall exclude the portion of Consolidated Excess Cash Flow that is attributable to the target of a Permitted Acquisition that accrued prior to the closing date of such prior Fiscal Quarter. Notwithstanding clause Permitted Acquisition. (ii) above, in Within three (3) Business Days of the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into receipt of any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromfrom any Disposition by any Loan Party or its Subsidiaries (other than Dispositions addressed by clauses (ii)(A) or (ii)(D) of Section 7.02(c)), the Borrowers shall, to shall prepay the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid Loans in full, after which any remaining accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds may be used received by Borrower to prepay further the Loansuch Person in connection with such Disposition, to repay Senior Debt the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Lenders as a prepayment of the Loans in accordance herewith) shall exceed for all such Dispositions $500,000 in any Fiscal Year, together with any Applicable Prepayment Premium. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or for any other corporate purpose not in contravention of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Within three (3) Business Days of the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a) through (l) of the definition of Permitted Indebtedness), or upon an Equity Issuance (other than issuances done in connection with (A) any employee incentive, stock option or other employee benefit plan and (B) the proceeds of Equity Interests solely to the extent issued and used to fund a Permitted Acquisition), in each case, after the Effective Date, the Borrowers shall prepay the outstanding amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith, together with any Applicable Prepayment Premium. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Within three (3) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with clause (d) below in an amount equal to 100% of such Extraordinary Receipts (net of any reasonable and customary expenses incurred in collecting such Extraordinary Receipts) to the extent that the aggregate amount of Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid to the Lenders as a prepayment of the Loans in accordance herewith) shall exceed for all such Extraordinary Receipts $100,000 in any Fiscal Year, together with any Applicable Prepayment Premium. (v) Within three (3) Business Days of the receipt of any Net Cash Proceeds from any Casualty Event by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Casualty Proceeds received by such Person in connection with such Casualty Event, to the extent that the aggregate amount of Net Casualty Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Lenders as a prepayment of the Loans in accordance herewith) shall exceed for all such Casualty Events $500,000 in any Fiscal Year, together with any Applicable Prepayment Premium. (vi) Within one (1) Business Day of a Change of Control or upon any acceleration of any Obligations pursuant to Section 9.01, the aggregate outstanding principal amount of the Obligations (together with any Applicable Prepayment Premium) shall be repaid in full; provided that, in the event of only a portion of all Obligations being accelerated, only such portion so accelerated shall be so repaid together with the Applicable Prepayment Premium. (vii) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Net Casualty Proceeds consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(v), as the case may be, such Net Cash Proceeds and Net Casualty Proceeds shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds and Net Casualty Proceeds are used to replace, repair or restore properties or assets used in such Person's business; provided that (A) no Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds or Net Casualty Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 30 days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds or Net Casualty Proceeds shall be used to replace, repair or restore properties or assets used in such Person's business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds or Net Casualty Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds or Net Casualty Proceeds to be so expended), (C) such Net Cash Proceeds or Net Casualty Proceeds are deposited in an account subject to the dominion and control of the Collateral Agent, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds or Net Casualty Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(v) as applicable.

Mandatory Prepayment. (i) [Intentionally Omitted.] (ii) Within 2 Business Days of any Disposition by any Loan Party or its Subsidiaries (other than Non-Loan Party Permitted Acquisition Subsidiaries) pursuant to Section 6.02(c)(ii), the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan until Paid Parties and their Subsidiaries (other than Non-Loan Party Permitted Acquisition Subsidiaries) (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $300,000 in Full at any Fiscal Year (provided that the following times and aggregate amount of Net Cash Proceeds not subject to prepayment pursuant to this clause (ii), when taken together with the aggregate amount of Extraordinary Receipts not subject to prepayment pursuant to clause (iv) below shall not exceed $1,500,000 in the following amounts: aggregate during the term of this Agreement). Nothing contained in this clause (iii) concurrently with the receipt by shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 6.02(c)(ii). Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing on the date such Person receives Net Cash Proceeds in connection with a Disposition of equipment or inventory, such Net Cash Proceeds (in an aggregate amount, when taken together with the aggregate amount of Extraordinary Receipts reinvested in accordance with clause (iv) below, not to exceed $1,500,000 in any Fiscal Year, and in any event, iii an aggregate amount not to exceed $2,500,000 during the term of this Agreement) received by such Person may, at the option of the Borrower, be applied to acquire replacement equipment or inventory for the equipment or inventory so disposed of, provided, that (x) until so applied, such Net Cash Proceeds shall either be (1) deposited into a cash collateral account with a commercial bank designated by the Collateral Agent (and when so deposited such Net Cash Proceeds shall constitute Collateral for the Obligations then outstanding and shall remain in such cash collateral account until such Net Cash Proceeds are applied in accordance with either of clauses (y) or (z) of this clause (ii)) or (2) upon notification by the Borrower to the Agents, applied to the Revolving Loans (and concurrently with such application to the Revolving Loans, the Administrative Agent shall establish and maintain a corresponding reserve to Availability in the amount so applied, which reserve shall be released at such time as the Borrower re-borrows funds in such amount to be used in accordance with either of clauses (y) or (z)(2) of this clause (ii)), (y) such Net Cash Proceeds must be applied and such equipment or inventory must be replaced within 120 days after the date of receipt thereof, and (z) upon (1) the occurrence and during the continuance of a Default or an Event of Default or (2) the expiration of such 120-day period, such Net Cash Proceeds, if not so applied, shall be applied to the prepayment of the Loans in accordance with Section 2.05(d). Notwithstanding the foregoing, if any Disposition shall occur on or prior to July 25,2006 and in connection therewith, the Borrower shall be required to prepay the Loans from any Dispositionthe Net Cash Proceeds received from such Disposition in accordance with this clause (ii) and the Borrower shall not be permitted to reinvest the Net Cash Proceeds in accordance with this clause (ii) or does not reinvest such Net Cash Proceeds within the applicable 120-day period specified in this clause (ii), in then an amount equal to such Net Cash Proceeds received in connection with such Disposition shall be applied to the Revolving Loans (but, if the outstanding principal amount of the Revolving Loans at such time is less than the amount of such Net Cash Proceeds; and, the amount of such Net Cash Proceeds remaining after applying such Net Cash Proceeds to the Revolving Loans shall be deposited into a cash collateral account with a commercial bank designated by the Collateral Agent (and when so deposited such Net Cash Proceeds shall constitute Collateral for the Obligations then outstanding)), and concurrently with such application to the Revolving Loans (or deposit into a cash collateral account), the Administrative Agent shall establish and maintain a corresponding reserve to Availability in the amount so applied and/or deposited, which (x) reserve and cash collateral shall be released and (y) such amount shall be used to prepay the Loans in accordance with Section 2.05(d), in each case on July 25, 2006. (iiiii) concurrently Within 1 Business Day of the issuance or incurrence by any Loan Party or any of its Subsidiaries (other than Non-Loan Party Permitted Acquisition Subsidiaries) of any Indebtedness (other than any Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (iii) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (iv) Within 2 Business Days of the receipt by any Loan Party or any of its Subsidiaries (other than Non-Loan Party Permitted Acquisition Subsidiaries) of any Extraordinary Receipts in excess of $300,000 in any Fiscal Year (provided that the aggregate amount of Extraordinary Receipts not subject to prepayment pursuant to this clause (iv), when taken together with the aggregate amount of Net Cash Proceeds not subject to prepayment pursuant to clause (ii) above shall not exceed $1,500,000 in the aggregate during the term of this Agreement), the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds of such Extraordinary Receipts. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing on the date such Person receives Extraordinary Receipts consisting of insurance proceeds from one or more policies covering, or proceeds from any issuance judgment, settlement, condemnation or other cause of its equity securities action in respect of, the loss, damage, taking or theft of any real property, equipment or inventory, such Extraordinary Receipts (in an aggregate amount, when taken together with the aggregate amount of Net Cash Proceeds reinvested in accordance with clause (ii) above, not to exceed $1,500,000 in any Fiscal Year, and, in any event, in an aggregate amount not to exceed $2,500,000 during the term of this Agreement) received by such Person may, at the option of the Borrower, be applied to repair or restore such real property, equipment or inventory or acquire replacement real property, equipment or inventory for the real property, equipment or inventory so lost, damaged or stolen or other than equity securities real property, equipment or inventory used or useful in the business of such Person for the real property, equipment or inventory so lost, damaged or stolen, provided, that are issued to (x) Parentuntil so applied, such Extraordinary Receipts shall either be (1) deposited into a cash collateral account with a commercial bank designated by the Collateral Agent (and when so deposited such Extraordinary Receipts shall constitute Collateral for the Obligations then outstanding and shall remain in such cash collateral account until such Extraordinary Receipts are applied in accordance with either of clauses (y) or (z) of this clause (iv)) or (2) upon notification by the Borrower to the Agents, applied to the Revolving Loans (and concurrently with such application to the Revolving Loans, the Administrative Agent shall establish and maintain a corresponding reserve to Availability in the amount so applied, which reserve shall be released at such time as the Borrower re-borrows funds in such amount to be applied in accordance with either of clauses (y) or (z)(2) of this clause (iv)), (y) management such Extraordinary Receipts must be applied and such real property, equipment or inventory must be repaired, restored or replaced within 120 days after the date of Parentreceipt thereof, or and (z) upon (1) the occurrence and during the continuance of a Default or an Event of Default or (2) the expiration of such 120-day period, such Extraordinary Receipts, if not so applied, shall be applied to Persons that as the prepayment of the date hereof hold equity Loans in Parent; but, without limitation of accordance with Section 2.05(d). Notwithstanding the foregoing, and for avoidance of if any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE Loan Party or any similar offering whether of its Subsidiaries (other than Non-Loan Party Permitted Acquisition Subsidiaries) receives any Extraordinary Receipts on or prior to Persons that as of July 25, 2006 and in connection therewith, the date hereof hold equity Borrower shall be required to prepay the Loans from the Net Cash Proceeds received from such Extraordinary Receipts in Parent accordance with this clause (iv) and the Borrower shall not be permitted to reinvest the Net Cash Proceeds in accordance with this clause (iv) or otherwise) does not reinvest such Net Cash Proceeds within the applicable 120-day period specified in this clause (iv), then an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing Proceeds received in connection with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant Extraordinary Receipts shall be applied to the contemplated PIPE or enters into any similar transaction involving Revolving Loans (but, if the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Revolving Loans at such time is less than the amount of such Net Cash Proceeds, until it is paid in full, after which any remaining the amount of such Net Cash Proceeds may remaining after applying such Net Cash Proceeds to the Revolving Loans shall be deposited into a cash collateral account with a commercial bank designated by the Collateral Agent (and when so deposited such Net Cash Proceeds shall constitute Collateral for the Obligations then outstanding)), and concurrently with such application to the Revolving Loans (or deposit into a cash collateral account), the Administrative Agent shall establish and maintain a corresponding reserve to Availability in the amount so applied and/or deposited, which (x) reserve and cash collateral shall be released and (y) such amount shall be used by Borrower to prepay further the LoanLoans in accordance with Section 2.05(d), to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementeach case on July 25, 2006.

Mandatory Prepayment. (a) Subject to Section 2.11(g), not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay the Loan until Paid outstanding Loans in Full at the following times and in the following amounts: accordance with Section 2.11(e); provided that, if (i) concurrently with Holdco shall deliver a certificate of a Financial Officer to the Agent at the time of receipt by any Loan Party of any Net Cash Proceeds from any Asset Sale setting forth its intent to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Holdco Group within 360 days of receipt of such proceeds and (ii) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, then no prepayment will be required pursuant to this clause in respect of such Net Cash Proceeds (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except that, if any such Net Cash Proceeds have not been so applied by the end of such 360-day period, a prepayment will be required at that time in an amount equal to the amount of such Net Cash Proceeds that have not been so applied; provided that if the applicable Group Member enters into a definitive agreement to apply such Net Cash Proceeds in productive assets of a kind then used or usable in the business of the Holdco Group prior to the end of such 360-day period and the conditions set forth in clauses (ii) and (iii) are satisfied, the Borrower shall be required to prepay outstanding Loans with such Net Cash Proceeds only to the extent that such Net Cash Proceeds are not so applied within 180 days of the date of such definitive agreement. (b) No later than the 10th day after the date on which the financial statements with respect to each fiscal year of Holdco are required to be delivered pursuant to Section 5.01(a) (commencing with the fiscal year ending December 31, 2014), the Borrower shall prepay outstanding Loans in accordance with Section 2.11(e) in an aggregate principal amount equal to (i) 50% of Excess Cash Flow for such fiscal year of Holdco, provided that, with respect to any fiscal year, such percentage shall reduce to (x) 25% if the Total Net Leverage Ratio as of the last day of such fiscal year is less than 2.50 to 1.00 but equal to or greater than 2.00 to 1.00 and (y) 0% if the Total Net Leverage Ratio is less than 2.00 to 1.00 minus (ii) the aggregate principal amount of all Loans voluntarily prepaid pursuant to Section 2.12 during such fiscal year. (c) In the event that any Group Member shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by any Group Member (other than any Indebtedness for money borrowed permitted pursuant to Section 6.03), the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such Net Cash Proceeds by such Group Member, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.11(e); provided, however that any such Indebtedness that is permitted under Section 6.03 but that is incurred pursuant to Section 2.22 shall be required to be applied to prepay the Loans in accordance with the terms thereof and of such Section 2.22. (d) Subject to Section 2.11(g), within five Business Days after any Net Cash Proceeds are received by or on behalf of any Group Member in respect of any Casualty Event, the Borrower shall prepay outstanding Loans in accordance with Section 2.11(e) in an aggregate amount equal to 100% of the Net Cash Proceeds; provided that if Holdco shall deliver to the Agent a certificate of a Financial Officer to the effect that (i) it intends to apply the Net Cash Proceeds from such event (or a portion thereof specified in such certificate), within 360 days after receipt of such Net Cash Proceeds to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Holdco Group, (ii) the property acquired with such Net Cash Proceeds will be included in the Collateral at least to the extent that the property subject to the Casualty Event was included therein and (iii) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, then no prepayment will be required pursuant to this clause in respect of such Net Cash Proceeds (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except that if any such Net Cash Proceeds have not been so applied by the end of such 360-day period, a prepayment will be required at that time in an amount equal to the amount of such Net Cash Proceeds that have not been so applied; provided that if the applicable Group Member enters into a definitive agreement to apply such Net Cash Proceeds in productive assets of a kind then used or usable in the business of the Holdco Group prior to the end of such 360-day period and the conditions set forth in clauses (ii) and (iii) are satisfied, the Borrower shall be required to prepay outstanding Loans with such Net Cash Proceeds only to the extent that such Net Cash Proceeds are not so applied within 180 days of the date of such definitive agreement. (e) Subject to Section 2.11(g), mandatory prepayments of outstanding Loans shall be applied (i) on a pro rata basis to each then outstanding Class of Loans (except as otherwise contemplated by Section 2.11(g)) and (ii) to reduce future scheduled amortization in respect of the Classes of Loans so prepaid in direct order of maturity against the eight next scheduled installments of principal due in respect of such Loans until such installments have been repaid in full and, then, pro rata against the remaining scheduled installments of principal due in respect of such Loans until all such Loans have been repaid in full. (f) Any Lender may elect, by notice to the Agent within one Business Day after receiving notification from the Agent of any prepayment of its Loans pursuant to clauses (a) to Section 2.11(e) of this Section (other than any such prepayment required as a result of incurrence of any Indebtedness pursuant to Section 2.22), to decline its ratable share of such prepayment in which case the aggregate amount of the prepayment that would have been applied to prepay the Loans of such declining Lender shall be re-offered to those Lenders (if any) who have initially accepted such prepayment (such re-offer to be made to each such Lender based on the percentage which such Lender’s Loans represents of the aggregate Loans of all Lenders who initially accepted such prepayment). In the event of such a re-offer, the relevant Lenders may elect, by notice to the Agent within one Business Day of receiving notification of such re-offer, to decline (in whole but not in part) the amount of such prepayment that is re-offered to them. To the extent that any Lender does not respond to the notice regarding such re-offer, such Lender shall be deemed to have accepted the amount so offered. Any such re-offered amounts that are so declined may be retained by the Borrower. (g) If at the time that any prepayment under Section 2.11(a) or Section 2.11(d) would be required, the Borrower is required to offer to repurchase any Indebtedness incurred under Section 6.03(b)(iii) that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of the applicable Asset Sale or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the applicable Loans and Other Applicable Indebtedness) to the prepayment of the applicable Loans and to the repurchase of Other Applicable Indebtedness, and the amount of prepayment of the applicable Loans that would have otherwise been required pursuant to Section 2.11(a) or Section 2.11(d), as applicable, shall be reduced accordingly. (h) In the event of any mandatory prepayment of Loans made at a time when Loans of more than one Class remain outstanding, the Borrower shall select Loans to be prepaid so that the aggregate amount of such prepayment is allocated to the Loans pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class (except to the extent that any applicable Refinancing Term Loan Amendment or, to the extent permitted under Section 2.23, any Incremental Assumption Agreement for any Class of Loans provides that the Loans made pursuant thereto shall be entitled to less than pro rata treatment); provided, that any prepayment of Loans required as a result of the incurrence of Indebtedness pursuant to Section 2.22 shall be applied solely to each applicable Class or tranche of Loans to be Refinanced. (i) The Borrower shall deliver to the Agent, at the time of each prepayment required under this Section 2.11, a certificate signed by a Financial Officer of setting forth in reasonable detail the calculation of the amount of such prepayment at least three Business Days prior to the date of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid determined in accordance with clause (e) above. All prepayments under this Section 2.11 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (j) Notwithstanding any of the other provisions of this Section 2.11, so long as no Default or Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Loans is required to be made under this Section 2.11 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.11 in respect of any such Eurodollar Loan prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder into a cash collateral account (which shall be on terms reasonably satisfactory to the Agent) until the last day of such Interest Period, at which time the Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.11. Upon the occurrence and during the continuance of any Default or Event of Default, the Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.11. (k) Notwithstanding any other provision of this Section 2.11, (i) to the extent that any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.11(a) (a “Foreign Asset Sale”), the Net Cash Proceeds of any Casualty Event with respect to the assets or property of any Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.11(d) (a “Foreign Casualty Event”) or Excess Cash Flow of any Foreign Subsidiary are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay the Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to use commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.11 to the extent provided herein and (ii) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition, any Foreign Casualty Event or Excess Cash Flow of any Foreign Subsidiary would have a material adverse tax cost consequence with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary, provided that, in the case of this clause (ii), on or before the date on which any Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.11 (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), (x) the Borrower applies an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds from any issuance or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of its equity securities (other than equity securities additional taxes that are issued to (x) Parent, (y) management of Parent, would have been payable or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to reserved against if such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Proceeds or Excess Cash Flow earned during such prior Fiscal Quarterhad been repatriated (or, until the Loan is reduced in principal amount to $30,000,000if less, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted or Excess Cash Flow that would be calculated if received by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining such Foreign Subsidiary) or (y) such Net Cash Proceeds may be used by Borrower or Excess Cash Flow are applied to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention repayment of any terms Indebtedness of this Agreementa Foreign Subsidiary.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently Within 5 Business Days of the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the receipt by any Loan Party delivery to the Agents and the Lenders of any Net Cash Proceeds from any Dispositionthe financial statements for the Fiscal Year ending June 30, in an amount equal 2025, or, if such financial statements are not delivered to the Agents and the Lenders on the date such Net Cash Proceeds; and (ii) concurrently with statements are required to be delivered pursuant to Section 7.01(a)(iii), within 5 Business Days after the receipt by any Loan Party date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall, if the Total Leverage Ratio of any Net Cash Proceeds from any issuance of Company and its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that Subsidiaries as of the date hereof hold equity in Parent; butend of such Fiscal Year is (A) greater than 3.75:1.00, without limitation prepay the outstanding principal amount of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity Term Loans in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to such Net Cash Proceeds; and the result of (iii) within forty-five (45) days after to the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008extent positive), (1) (x) seventy five percent (75%) of the Excess Cash Flow of Company and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Sections 2.05(b)(i) (to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments) and 2.05(b)(ii) for such Fiscal Year or after such Fiscal Year but prior to such payment date, (B) equal to or less than 3.75:1.00 and greater than 2.75:1.00, prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (1) fifty percent (50%) of the Excess Cash Flow earned during of Company and its Subsidiaries for such prior Fiscal Quarter, until Year minus (2) the Loan is reduced in aggregate principal amount of all payments made by the Borrowers pursuant to $30,000,000Sections 2.05(b)(i) (to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments) and 2.05(b)(ii) for such Fiscal Year or after such Fiscal Year but prior to such payment date or (C) equal to or less than 2.75:1.00, and, thereafter, prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (1) twenty-five percent (25%) of the Excess Cash Flow earned during of Company and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Sections 2.05(b)(i) (to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments) and 2.05(b)(ii) for such Fiscal Year or after such Fiscal Year but prior Fiscal Quarter. Notwithstanding clause to such payment date. (ii) above, in Within 5 Business Days of the event that Parent issues equity securities pursuant to the contemplated PIPE receipt by any Loan Party or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt its Subsidiaries of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromfrom any Disposition which qualify as Permitted Dispositions under clause (n) of the definition of Permitted Disposition by any Loan Party or its Subsidiaries, the Borrowers shall, to shall prepay the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries shall exceed for all such Dispositions $1,000,000 in any Fiscal Year (it being understood and agreed that only Net Cash Proceeds in excess of such threshold amount each Fiscal Year that are received by the Loan Parties and their Subsidiaries in connection with Dispositions shall be required to be used to prepay the Loans in accordance with Section 2.05(d)). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Within 5 Business Days of the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (iv) Within 5 Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with any Extraordinary Receipts, to the extent that the aggregate amount of Net Cash Proceeds of Extraordinary Receipts received by all Loan Parties and their Subsidiaries in all such cases shall exceed $1,000,000 in any Fiscal Year (it being understood and agreed that only Net Cash Proceeds of Extraordinary Receipts in excess of such threshold amount each Fiscal Year that are received by the Loan Parties and their Subsidiaries shall be required to be used to prepay the Loans in accordance with Section 2.05(d)). (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Term Loans pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, the Net Cash Proceeds from any remaining such Dispositions (in an aggregate amount not to exceed $1,000,000) and such Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair, restore or otherwise acquire properties or assets (other than current assets) used or useful in such Person’s business, provided that, (A) no Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, until it is paid in full, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 10 Business Days after which any remaining receipt of such Net Cash Proceeds stating that such Net Cash Proceeds shall be used to replace, repair, restore or otherwise acquire properties or assets used or useful in such Person’s business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds, (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above (or, if a commitment to replace, repair, restore or otherwise acquire properties or assets has been entered into prior to the expiration of such period, then the expiration of the 180 day period following the expiration of such period), such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Term Loans in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) Immediately upon receipt by the Borrowers of the proceeds of any Permitted Cure Equity, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the proceeds of any Permitted Cure Equity. (vii) Notwithstanding any other provisions of this Section 2.05(c), (A) to the extent that any amount that would otherwise be required to be paid pursuant to Section 2.05(c)(i), Section 2.05(c)(ii), Section 2.05(c)(iv) or Section 2.05(c)(v) (collectively, the “Subject Proceeds”) is generated by an Excluded Subsidiary and is prohibited, delayed or restricted by (1) applicable local Requirements of Law or (2) the Governing Documents of such Excluded Subsidiary from being repatriated to the Borrowers, such Subject Proceeds will not be required to be applied to repay the Loans at the times provided in this Section 2.05(c) but may be used retained by such Excluded Subsidiary; provided, that, if (x) the applicable local Requirements of Law cease to prohibit repatriation to the Company or the Borrowers (the Company and the Borrowers hereby agreeing to use commercially reasonable efforts to cause such Excluded Subsidiary to promptly take all actions reasonably required by the applicable local Requirements of Law to permit such repatriation) or (y) the Governing Documents of such Excluded Subsidiary cease to prohibit such repatriation, in each case, within 365 days following the date such Excess Cash Flow prepayment is required to be made, or such Net Cash Proceeds are received, such repatriation shall thereafter be promptly effected and an amount equal to such Subject Proceeds will be promptly (and in any event not later than 2 Business Days after such repatriation) applied (net of additional taxes payable or reserved against, and additional costs incurred, as a result thereof) to the repayment of the Loans pursuant to this Section 2.05(c) to the extent provided herein and (B) to the extent that the Administrative Borrower has determined in good faith that repatriation of, or the obligation to prepay further repatriate, any Subject Proceeds attributable to or generated by any Excluded Subsidiary would have material adverse Tax consequences to the LoanCompany and its Subsidiaries, such Subject Proceeds will not be required to be applied to repay Senior Debt the Loans at the times provided in this Section 2.05(c) but may be retained by such Excluded Subsidiary until such time as it may repatriate such amount without incurring such material adverse Tax consequences to the Company and its Subsidiaries (at which time the Borrowers shall make a payment to repay the Loans to the extent provided herein). (viii) The Administrative Borrower shall provide at least 5 Business Days prior written notice before 12:00 p.m. (New York City time) to the Administrative Agent (or for such shorter period as agreed by the Administrative Agent in its sole discretion) with respect to any other corporate purpose not in contravention of any terms of prepayment expected to be made pursuant to this AgreementSection 2.05(c).

Mandatory Prepayment. Borrower (i) Within 5 Business Days of the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended June 30, 2026 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 5 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Term Loan until Paid A, Term Loan B and Delayed Draw Term Loan in Full at accordance with Section 2.05(d) in an amount equal to the following times result of (to the extent positive) (1) (x) if the Total Leverage Ratio of the Administrative Borrower and in its Subsidiaries for the following amounts:applicable Fiscal Year is greater than 4.00 to 1.00, 50% of the Excess Cash Flow of the Administrative Borrower and its Subsidiaries for such Fiscal Year and (y) if the Total Leverage Ratio of the Administrative Borrower and its Subsidiaries for the applicable Fiscal Year is less than or equal to 4.00 to 1.00, 25% of the Excess Cash Flow of the Administrative Borrower and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Sections 2.05(b)(i) (to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments) and Section 2.05(b)(ii) for such Fiscal Year or after such Fiscal Year but prior to such payment date. (iii) concurrently with Within 5 Business Days of the receipt by any Loan Party or any of any its Subsidiaries of the Net Cash Proceeds from any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (g), (h), (i), (j), (l), or (m) of the definition of Permitted Disposition) or Sale and Leaseback Transaction by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition or Sale and Leaseback Transaction to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries shall exceed for all such Dispositions and Sale and Leaseback Transactions $5,000,000 in any Fiscal Year (it being understood and agreed any prepayment of such Net Cash Proceeds; andProceeds shall be inclusive of this threshold amount each Fiscal Year once exceeded). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii) or a Sale and Leaseback Transaction with respect to any property other than in accordance with Section 7.02(f). (iiiii) concurrently Within 5 Business Days of the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (iv) Within 5 Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from Extraordinary Receipts in excess of $1,250,000 in the aggregate in any issuance of its equity securities (other than equity securities that are issued to (x) ParentFiscal Year, (y) management of Parent, or (z) to Persons that as the Borrowers shall prepay the outstanding principal of the date hereof hold equity Term Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds (it being understood and agreed any prepayment of such Net Cash Proceeds shall be inclusive of this threshold amount each Fiscal Year once exceeded) received by such Person in connection with such Extraordinary Receipts. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with (1) a Disposition (other than pursuant to clause (h) of the definition of “Permitted Disposition”) or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Term Loans pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, and (2) a Disposition pursuant to clause (h) of the definition of “Permitted Disposition”, the Net Cash Proceeds from such Dispositions and such Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair, restore or otherwise acquire properties or assets (other than current assets) used or useful in such Person’s business; provided that, (A) no Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a notice to the Administrative Agent within 10 Business Days after receipt of such Net Cash Proceeds stating that such Net Cash Proceeds are intended or expected to be used to replace, repair, restore or otherwise acquire properties or assets used or useful in such Person’s business within a period specified in such certificate not to exceed 180 days (or such longer period as the Administrative Agent may agree in its sole discretion) and (C) upon the expiration of the period specified in the relevant notice furnished to the Administrative Agent pursuant to clause (B) above (or, if a commitment to replace, repair, restore or otherwise acquire properties or assets has been entered into prior to the expiration of such period, then the expiration of the 180 day period following the expiration of such period), such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Term Loans in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable; andprovided further that the aggregate amount of Net Cash Proceeds reinvested pursuant to Section 2.05(c)(v)(1) shall not exceed $5,000,000 in any Fiscal Year, and the aggregate amount of Net Cash Proceeds reinvested pursuant to Section 2.05(c)(v)(2) shall not exceed $5,000,000 in any Fiscal Year. (iiivi) To the extent any Exchange (as defined in each Exchange Agreement) under an Exchange Agreement is not consummated on or prior to the date that is twelve (12) Business Days (such twelfth (12th) Business Day, the “Exchange Agreement Deadline”) following the Effective Date and failure to consummate one or more Exchanges (as defined in each Exchange Agreement) causes the Exchange Threshold Amount to be positive, the Administrative Borrower shall promptly (and, in any event, within forty-five one (451) days after Business Day following the end Exchange Agreement Deadline) prepay the Loans, in Dollars equal to one hundred percent (100%) of each Fiscal Quarter (commencing the Loans that were to be used to consummate such Exchange pursuant to an Exchange Agreement that was not consummated on or prior to the Exchange Agreement Deadline; provided, however, that the Administrative Borrower shall not be required to prepay Loans in excess of an amount that would cause the Exchange Threshold Amount to be less than zero; provided further, that if any such prepayment is required pursuant to this Section 2.05(c)(vi), the Administrative Agent is authorized and instructed to withdraw amounts on deposit in the Escrow Account in accordance with the Fiscal Quarter ending September 30, 2008Escrow Agreement to effectuate such prepayment. (vii) Notwithstanding any other provisions of this Section 2.05(c), (A) to the extent that any amount that would otherwise be required to be paid pursuant to Section 2.05(c)(i), Section 2.05(c)(ii) or Section 2.05(c)(iv) (collectively, the “Subject Proceeds”) is generated by an Excluded Subsidiary and is prohibited, delayed or restricted by (1) applicable local Requirements of Law or (2) the Governing Documents of such Excluded Subsidiary from being repatriated to the Borrowers, an amount equal to the portion of such Subject Proceeds so affected will not be required to be applied to repay the Loans at the times provided in this Section 2.05(c) but may be retained by such Excluded Subsidiary; provided that, if (x) the applicable local Requirements of Law cease to prohibit repatriation to the Borrowers, as determined by the Administrative Borrower in good faith following consultation with the Administrative Agent (the Borrowers hereby agreeing to use commercially reasonable efforts to cause such Excluded Subsidiary to promptly take all actions reasonably required by the applicable local Requirements of Law to permit such repatriation) or (y) the Governing Documents of such Excluded Subsidiary cease to prohibit such repatriation (the Borrowers hereby agreeing to use commercially reasonable efforts to cause such Excluded Subsidiary to amend its Governing Documents to permit such repatriation to the Borrowers), in each case, within 365 days following the date such Excess Cash Flow prepayment is required to be made or such Net Cash Proceeds are received, such repatriation will thereafter be promptly effected and an amount equal to such Subject Proceeds will be promptly (and in any event not later than 2 Business Days after such repatriation) applied (net of additional taxes payable or reserved against, and additional costs incurred, as a result thereof) to the repayment of the Loans pursuant to this Section 2.05(c) to the extent provided herein and (B) to the extent that the Administrative Borrower has reasonably determined in good faith, in consultation with the Administrative Agent, that repatriation of, or the obligation to repatriate, any Subject Proceeds attributable to any Excluded Subsidiary would have material adverse tax consequences to the Administrative Borrower or such owners that are Loan Parties or are part of a tax consolidated group with the Loan Parties, and its Subsidiaries, such Subject Proceeds will not be required to be applied to repay the Loans at the times provided in this Section 2.05(c) but may be retained by such Excluded Subsidiary until such time as it may repatriate such amount without incurring such material adverse tax consequences to the Administrative Borrower or its direct or indirect equityholders, and its Subsidiaries (at which time the Borrowers shall make a payment to repay the Loans to the extent provided herein). (viii) The Administrative Borrower shall provide at least 5 Business Days prior written notice before 11:00 a.m. New York time to the Administrative Agent (or such shorter period as agreed by the Administrative Agent in its sole discretion) with respect to any prepayment expected to be made pursuant to this Section 2.05(c) (other than clause (c)(ix)) (any such notice, a “Notice of Prepayment”). (ix) The Borrowers will promptly prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds the Borrowing Base, to the full extent of any such excess. (x) Immediately upon receipt by the Borrowers of the proceeds received by any Loan Party or any of its Subsidiaries in connection with a sale of Accounts to a third party through factoring or another bulk sale thereof, the Borrowers shall prepay the outstanding principal of the Revolving Loans in an amount equal to fifty percent (50%) 100% of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, but solely to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding aggregate principal amount of Revolving Loans outstanding at such time exceeds the Black Forest Note from any remaining Net Cash Proceeds, until it is paid Borrowing Base in full, effect at such time based upon the most recently delivered Borrowing Base Certificate after which any remaining Net Cash Proceeds may be used by Borrower giving effect to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention sale of any terms of this Agreementsuch Accounts.

Mandatory Prepayment. (i) Within three (3) Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2022 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), by the date three (3) Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.06(d) in an amount equal to the following times result of (to the extent positive) (1) ECF Percentage of Holdings and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.06(b) for such Fiscal Year (in the following amounts:case of payments made by the Borrower pursuant to Section 2.06(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments). (iii) concurrently Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h) or (j) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in any Fiscal Year. Nothing contained in this Section 2.06(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Immediately upon the receipt of Net Cash Proceeds (A) from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith or (B) upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.06(d) in an amount equal to 25% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.06(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Immediately upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrower shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.06(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection therewith. (iiiv) within forty-five (45Immediately upon receipt by the Borrower of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.06(d) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent 100% of such proceeds. (50%vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the Excess Cash Flow earned during such prior Fiscal Quarterreceipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.06(c)(ii) or Section 2.06(c)(iv), until as the Loan is reduced in principal amount case may be, up to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, 250,000 in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into aggregate in any similar transaction involving the sale or exchange Fiscal Year of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided in that, (A) no Default or Event of Default has occurred and permitted by is continuing on the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining date such Person receives such Net Cash Proceeds, until it is paid in full(B) the Borrower delivers a certificate to the Administrative Agent within five (5) days after such Disposition or loss, after which any remaining destruction or taking, as the case may be, stating that such Net Cash Proceeds may shall be used by Borrower to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 120 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended); provided that such Net Cash Proceeds shall actually be reinvested within an additional 90 days thereafter, (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay further the Loan, to repay Senior Debt Obligations in accordance with Section 2.06(c)(ii) or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.06(c)(iv) as applicable.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Nexstar Term Loans (allocated between the Term Loans and Nexstar Term Loans at the discretion of the Borrower) equal to (A) 50% (such percentage as it may be reduced as described below, the "ECF Percentage") of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the receipt first full fiscal year ending after the Closing Date), minus (B) the sum of (1) all voluntary prepayments of Term Loans and Nexstar Term Loans (provided that, with respect to Discounted Voluntary Prepayments and Nexstar Discounted Voluntary Prepayments, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and (2) all voluntary prepayments of Revolving Credit Loans and Nexstar Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments and/or Nexstar Revolving Credit Commitments, as applicable, are permanently reduced by any Loan Party the amount of any Net Cash Proceeds from any Dispositionsuch payments, in an amount the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 and greater than 2.5:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such Net Cash Proceeds; andfinancial statements was less than or equal to 2.5:1.0. (ii) concurrently with the receipt by (A) Subject to Section 2.05(b)(ii)(B), if (x) any Loan Party Mission Entity Disposes of any Net Cash Proceeds from any issuance of its equity securities property or assets (other than equity securities that are issued to any Disposition of any property or assets permitted by Section 7.05(a), (xb), (c), (d), (e), (f), (g), (j), (k), (m), (o), (p), (q), (r), (s), (t) Parentor (u)), or (y) management of Parentany Casualty Event occurs, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, which in the event that Parent issues equity securities pursuant to aggregate results in the contemplated PIPE realization or enters into any similar transaction involving the sale or exchange receipt by such Person of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid the Borrower shall make a prepayment, in fullaccordance with Section 2.05(b)(ii)(C), after which any remaining of an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention provided if no Event of any terms of this AgreementDefault has occurred and is then continuing).

Mandatory Prepayment. Borrower (a) Borrowers shall (x) prepay the Term Loans (in the order set forth in Section 2.10.3) until paid in full and (y) thereafter repay the Revolving Loans, without a corresponding reduction in the Revolving Loan until Paid Commitment, in Full each case, at the following times and in the following amounts: (i) concurrently with the receipt by Holdings, any Loan Party Borrower or any Domestic Subsidiary of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and; (ii) concurrently with the receipt by Holdings, any Loan Party Borrower or any Subsidiary of any Net Cash Proceeds from any sale or issuance of its equity securities (other than equity securities that are issued to (x) ParentSponsor, (y) management of ParentHoldings, or (z) to Persons that as direct or indirect equity holders of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008Holdings), in an amount equal to fifty percent 50% of such Net Cash Proceeds with respect to sales or issuances of such equity securities (50%other than in connection with a Qualified IPO to the extent such Net Cash Proceeds are applied to the Second Lien Obligations in accordance with Section 7.4(vi)(B)) and 100% of such Net Cash Proceeds with respect to sales or issuances of debt securities; (iii) within 5 days after the delivery of the Excess Cash Flow earned during such prior audited consolidated financial statements for each Fiscal QuarterYear (commencing with the Fiscal Year ending April 30, until the Loan is reduced in principal amount to $30,000,000, and, thereafter2016), in an amount equal to twenty-five percent (25%i) of the ECF Percentage multiplied by Excess Cash Flow earned during for such prior Fiscal Quarter. Notwithstanding clause Year minus (ii) aboveany voluntary prepayments of the Term Loans and Revolving Loans (to the extent accompanied by a permanent reduction of the Revolving Loan Commitment) made during such Fiscal Year; (iv) concurrently with the receipt by Holdings, any Borrower or any Domestic Subsidiary of any Extraordinary Receipt, in the event that Parent issues equity securities pursuant an amount equal to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to of such Extraordinary Receipt; and (v) concurrently with the extent provided in and permitted receipt by the Black Forest Subordination Agreement, pay the then outstanding principal amount any Borrower of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used from the issuance of Equity Cure Securities. Administrative Borrower shall give written notice or telephonic notice (followed immediately by Borrower written confirmation thereof) to prepay further the LoanAgent not later than noon New York time at least one Business Day prior to each mandatory prepayment pursuant to clause (a) of Section 2.10.2, to repay Senior Debt or for any other corporate purpose not in contravention and Agent shall promptly notify each Lender of any terms of this Agreementsuch notice.

Mandatory Prepayment. Borrower (a) The Borrowers shall be required to prepay the Loan until Paid in Full at the following times and in the following amountsLoans: (i) concurrently with the upon receipt by any Loan Party of the Borrowers of Insurance Proceeds, as required pursuant to Sections 8.14(d)(ii) and (e) (Insurance and Condemnation Proceeds Accounts); (ii) upon receipt by any of the Borrowers of Condemnation Proceeds, as required pursuant to Sections 8.14(d)(ii) and (e) (Insurance and Condemnation Proceeds Accounts); (iii) upon receipt of any Net Cash Project Document Termination Payments, as required pursuant to Section 8.14(d)(ii) (Extraordinary Proceeds Account); and (iv) upon receipt of proceeds of any asset disposal (other than proceeds received from the sale of Products) that are not used for replacement in accordance with Section 7.02(f) (Negative Covenants - Asset Dispositions), as required pursuant to Section 8.14(c)(ii) (Extraordinary Proceeds Account). (b) The Borrowers shall be required to prepay the Term Loans and the Working Capital Loans: (i) on each Quarterly Payment Date, as required pursuant to Sections 8.08(c)(xi) and (xiii) (Revenue Account); provided, that such amounts will be applied first to the Tranche A Term Loans (until all amounts outstanding under the Tranche A Term Loans have been paid in full) and then to the Tranche B Term Loans; and (ii) on any DispositionQuarterly Payment Date, if the Historical Debt Service Coverage Ratio on such Quarterly Payment Date is less than 1.5:1, as required pursuant to Section 8.08(c)(xiv) (Revenue Account) and Section 8.13(b)(ii) (Prepayment Holding Account). (c) If at any time after any Plant has achieved its Commercial Operation Date a Borrowing Base Certificate demonstrates that the then-outstanding principal amount of the Working Capital Loans exceeds the then-effective Aggregate Working Capital Commitment or the then-applicable Working Capital Loan Availability, then the Borrowers shall, within three (3) Business Days following the delivery of such Borrowing Base Certificate, prepay the Working Capital Loans in the amount of such excess. (d) All prepayments under this Section 3.10 shall be made by the Borrowers to the Administrative Agent for the account of the applicable Lenders and shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the date of payment and by any additional amounts required to be paid under Section 4.05 (Funding Losses). (e) Amounts of principal prepaid under this Section 3.10 (other than pursuant to Section 3.10(c)) shall be allocated by the Administrative Agent: (i) in the case only of prepayment made pursuant to Section 3.10(a) prior to the Conversion Date, first, pro rata between the Tranche A Loans and the Tranche B Loans based on their respective outstanding principal amounts on the date of such prepayment (and then pro rata between the In-Progress Plant 1 Construction Loans, the In-Progress Plant 2 Construction Loans, the Greenfield Plant 1 Construction Loans, the Greenfield Plant 2 Construction Loans and the Greenfield Plant 3 Construction Loans of each such Tranche then outstanding), second, in an amount equal to the Maximum Available Amounts under all Letters of Credit then outstanding, to a sub-account of the Working Capital Reserve Account as cash collateral to secure the repayment of any Working Capital Loans that may result from a draw on any such Net Cash ProceedsLetter of Credit, third, to the outstanding principal amount of the Working Capital Loans, and fourth, all remaining amounts shall be deposited into the Working Capital Reserve Account (up to an amount such that following such deposit, the Working Capital Reserve Account is fully funded to the then-current Working Capital Reserve Required Amount); andor (ii) concurrently with in the receipt by any Loan Party case of any Net Cash Proceeds from any issuance a prepayment made after the Conversion Date, first, to the Term Loans (except as otherwise provided in Section 3.10(b)(i)) pro rata between the Tranche A Loans and the Tranche B Loans based on their respective outstanding principal amounts on the date of its equity securities (other than equity securities that are issued to (x) Parentsuch prepayment and, (y) management in the event of Parent, or (z) to Persons that as a partial prepayment of the date hereof hold equity in Parent; butTerm Loans, without limitation to the remaining outstanding installments of principal of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end Term Loans of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30Tranche in inverse order of maturity, 2008)second, in an amount equal to fifty percent (50%) the Maximum Available Amounts under all Letters of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shallCredit then outstanding, to the extent provided in and permitted by Working Capital LC Collateral Sub-Account as cash collateral to secure the Black Forest Subordination Agreementrepayment of any Working Capital Loans that may result from a draw on any such Letter of Credit, pay third, to the then outstanding principal amount of the Black Forest Note from any Working Capital Loans, and fourth, all remaining Net Cash Proceedsamounts shall be deposited in the Working Capital Reserve Account (up to an amount such that following such deposit, until it the Working Capital Reserve Account is paid in full, after which any remaining Net Cash Proceeds fully funded to the then-current Working Capital Reserve Required Amount). (f) Amounts prepaid pursuant to this Section 3.10 (other than with respect to the Working Capital Loans) may not be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementreborrowed.

Mandatory Prepayment. (a) Subject to clauses (d) and (e) hereof, upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds from the issuance of Debt, except as permitted under Section 10.02(a) through (e), after the Effective Date, the Borrower shall prepay the Term Loan until Paid in Full at by an amount equal to the following times and in remainder of one hundred percent (100%) of such Net Cash Proceeds minus the following amounts:amount of any prepayment due under Section 3.04(c)(ii). (ib) concurrently with the Subject to clauses (d) and (e) hereof, upon receipt by any Loan Party the Borrower of any Net Cash Proceeds from the private issuance of any DispositionEquity Interests of such Person (other than Equity interests issued to NGP IX or an Affiliate thereof), in the Borrower shall prepay the Term Loan by an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party remainder of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of such Net Cash Proceeds minus the Excess amount of any prepayment due under Section 3.04(c)(ii). (c) Subject to clauses (d) and (e) hereof, upon receipt by the Borrower or an IPO Parent of Net Cash Flow earned during Proceeds from the public issuance of any Equity Interests of such Person (including the Initial Public Offering), the Borrower shall prepay the Term Loan by an amount equal to the remainder of one hundred percent (100%) of such Net Cash Proceeds minus the amount of any prepayment due and payable under Section 3.04(c)(ii). (d) Subject to clause (e) hereof, each mandatory prepayment under this Section 4.08 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior Fiscal Quarterthereto and shall be subject to Section 6.02. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturities to all such principal payments as follows: first, until to that portion of the Term Loan is reduced in principal amount to $30,000,000outstanding as Eurodollar Borrowings which have Interest Periods ending on the date of payment, and, thereaftersecond, to any remaining Borrowings of the Term Loan being carried at the Adjusted LIBOR Rate; provided, however, if any excess remains after the prepayment of the Term Loan, such excess shall be prepaid by the Borrower and applied to Revolving Credit Borrowings and Swing Line Loans pursuant to Section 3.04(c), and if any excess remains after paying all of the Revolving Credit Borrowings and Swing Line Loans, Borrower shall Cash Collateralize such excess in an amount equal to twenty-five the greater of (x) the amount of Letter of Credit Obligations outstanding and (y) the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit. (e) Any voluntary or mandatory prepayment of the Term Loan (including upon acceleration) made on or before the date that is one year after the Effective Date shall be subject to a prepayment premium of one percent (251%) of the Excess Cash Flow earned during amount of such prior Fiscal Quarter. Notwithstanding clause (ii) aboveprepayment, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, except to the extent provided in and permitted by such prepayment is made with the Black Forest Subordination Agreementproceeds of an initial public offering, pay bond offering, second lien institutional term loan, partial sale of assets or the then outstanding principal amount sale of all of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid equity interests in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementan unaffiliated third party.

Mandatory Prepayment. Borrower (a) Borrowers shall prepay the Loan Term Loans (in the order set forth in Section 2.10.3) until Paid paid in Full full at the following times and in the following amounts:amounts (in each case subject to the provisions of Section 2.10.2(b) below): (i) concurrently with the receipt by Holdings, any Loan Party Borrower or any Domestic Subsidiary of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and; (ii) concurrently with the receipt by Holdings, any Loan Party Borrower or any Subsidiary of any Net Cash Proceeds from any sale or issuance of its equity securities (other than equity securities that are issued to (x) ParentSponsor, (y) management of ParentHoldings, or (z) to Persons that as direct or indirect equity holders of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008Holdings), in an amount equal to fifty percent 50% of such Net Cash Proceeds with respect to sales or issuances of such equity securities and 100% of such Net Cash Proceeds with respect to sales or issuances of debt securities; (50%iii) within 5 days after the delivery of the Excess Cash Flow earned during such prior audited consolidated financial statements for each Fiscal QuarterYear (commencing with the Fiscal Year ending April 30, until the Loan is reduced in principal amount to $30,000,000, and, thereafter2016), in an amount equal to twenty-five percent (25%i) of the ECF Percentage multiplied by Excess Cash Flow earned during for such prior Fiscal Quarter. Notwithstanding clause Year minus (ii) aboveany voluntary prepayments of the Term Loans made during such Fiscal Year; (iv) concurrently with the receipt by Holdings, any Borrower or any Domestic Subsidiary of any Extraordinary Receipt, in the event that Parent issues equity securities pursuant an amount equal to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromof such Extraordinary Receipt; and (v) concurrently with the receipt by any Borrower of any Net Cash Proceeds from the issuance of Equity Cure Securities. Administrative Borrower shall give written notice or telephonic notice (followed immediately by written confirmation thereof) to Agent not later than noon New York time at least one Business Day prior to each mandatory prepayment pursuant to clause (a) of Section 2.10.2, Borrowers shalland Agent shall promptly notify each Lender of such notice. (b) Notwithstanding the foregoing provisions of this Section 2.10.2, such prepayment shall not be required, and shall be deemed reduced by an equivalent amount, to the extent provided in and permitted that (i) a corresponding prepayment is required by the Black Forest Subordination Agreement, pay First Lien Loan Agreement to be applied to the then outstanding principal amount of First Lien Obligations and (ii) such prepayment has not been expressly waived or declined by the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementFirst Lien Lenders.

Mandatory Prepayment. (i) Within 5 Business Days after the delivery to the Agents and the Lenders of financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the first Fiscal Year ending after the Closing Date or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay the Loan until Paid outstanding principal amount of the Loans in Full accordance with Section 2.05(d) in an amount equal to the amount by which (x) the aggregate amount of the cash and Cash Equivalents on-hand at Holdings, the following times Borrower and in its Restricted Subsidiaries as of the following amounts:last day of such Fiscal Year exceeds (y) $100,000,000. (ii) Within 5 Business Days after any Sale and Leaseback Transaction or any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h), (i) concurrently (but only to the extent the fair market value of such property does not exceed $100,000 per such Disposition or series of related Dispositions) or (j) of the definition of "Permitted Disposition") by any Loan Party or its Restricted Subsidiaries (other than Sale and Leaseback Transactions and Dispositions resulting in aggregate Net Cash Proceeds not exceeding $250,000 in the case of any single Sale and Leaseback Transaction or Disposition), the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Sale and Leaseback Transaction or Disposition, as applicable. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Restricted Subsidiaries to make a Sale and Leaseback Transaction or Disposition of any property other than in accordance with Section 7.02(f) or Section 7.02(c)(ii), as applicable. (iii) Within 1 Business Day after the issuance or incurrence by any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Within 5 Business Days after the receipt by any Loan Party or any of its Restricted Subsidiaries of any Extraordinary Receipts (other than any casualty or condemnation event resulting in aggregate Net Cash Proceeds not exceeding $250,000 in the case of any single casualty or condemnation event), the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Restricted Subsidiaries in connection with the receipt of Net Cash Proceeds of a Disposition or the receipt of Net Cash Proceeds in respect of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), respectively, shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to acquire real property, equipment or other tangible assets to be used in the business of the Borrower and the Restricted Subsidiaries or to consummate any Permitted Acquisition (or any other acquisition of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person) (a "Permitted Use"); provided that (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Borrower delivers a certificate to the Administrative Agent within 5 Business Days after the receipt of such Net Cash Proceeds stating that such Net Cash Proceeds shall be used for a Permitted Use within a period specified in such certificate not to exceed twelve months after the date of receipt of such Net Cash Proceeds (or within a period of six months thereafter if by the end of such initial twelve-month period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to effect a Permitted Use), which certificate shall set forth estimates of the Net Cash Proceeds to be so expended, (C) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv), as applicable and (D) if, as of the last day of the most recently ended Fiscal Quarter, the Total Net Leverage Ratio, recomputed on a pro forma basis as of the last day of such Fiscal Quarter, is greater than 2.00 to 1.00, then the aggregate amount of Net Cash Proceeds applied to Permitted Uses in accordance with this clause (v) for the period beginning on the last day of such Fiscal Quarter and ending on the last day of the fourth Fiscal Quarter ending thereafter shall not exceed $25,000,000; provided that the limitation in this clause (D) shall (x) cease to apply with respect to such period of four consecutive Fiscal Quarters if, on the last day of any subsequent Fiscal Quarter ending during such period, the Total Net Leverage Ratio, recomputed on a pro forma basis as of the last day of such Fiscal Quarter, is less than or equal to 2.00 to 1.00, and the limitation in this clause (D) shall not subsequently apply to any period of four consecutive Fiscal Quarters unless the condition specified in this clause (D) occurs and (y) not prevent any Loan Party or Restricted Subsidiary from giving effect to any such application for a Permitted Use to which such Loan Party or Restricted Subsidiary committed if, at the time of such commitment, such Loan Party or Restricted Subsidiary would have been permitted to apply the Net Cash Proceeds for such Permitted Use without violating this clause (D). (vi) Notwithstanding any other provisions of this Section 2.05, (A) to the extent that any or all of the Net Cash Proceeds or, in the case of clause (i) of this Section 2.05, other cash amounts attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law from being distributed to the Borrower, the portion of such Net Cash Proceeds or other cash amounts so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit distribution to any Loan Party (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such distribution), and once any of such affected Net Cash Proceeds or other cash amounts that, in each case, would otherwise be required to be used to prepay Loans pursuant to Section 2.05(c)(i), Section 2.05(c)(ii) or Section 2.05(c)(iv), as applicable, is permitted under the applicable local law to be distributed to any Loan Party, such distribution will be promptly made and such distributed Net Cash Proceeds or other cash amounts will be promptly (and in any event not later than two Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to the applicable clause of this Section 2.05 and (B) to the extent that the Borrower has determined in good faith that distribution to the Borrower of any of or all the Net Cash Proceeds or other cash amounts attributable to Foreign Subsidiaries would have material adverse tax consequences to the Borrower and its Restricted Subsidiaries, such Net Cash Proceeds or other cash amounts so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (B), to the extent that within 12 months of the applicable prepayment event, the repatriation to the Borrower of any Net Cash Proceeds from or other cash amounts attributable to any Dispositionsuch Foreign Subsidiary would no longer have material adverse tax consequences, in such Foreign Subsidiary shall promptly repatriate an amount equal to such Net Cash Proceeds; and (ii) concurrently with Proceeds or such other cash amounts, less applicable tax paid by the receipt by Borrower or any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity Restricted Subsidiaries in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shallrespect thereof, to the extent provided in and permitted by Administrative Agent, which amount shall be applied to the Black Forest Subordination Agreement, pay the then outstanding principal amount pro rata prepayment of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid Loans in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of accordance with this AgreementSection 2.05.

Mandatory Prepayment. Borrower (a) Contemporaneously with the delivery to the Agent and the Lenders of audited annual financial statements pursuant to Section 10.1.2 (a) for each Fiscal Year (commencing with the Fiscal Year ended December 31, 2026) or, if such financial statements are not delivered to the Agent on the date such statements are required to be delivered pursuant to Section 10.1.2(a), on the date such statements are required to be delivered to the Agent and the Lenders pursuant to Section 10.1.2 (a) for such Fiscal Year, the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at the following times and in the following amounts: (i) concurrently accordance with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, Section 5.2.4 in an amount equal to such Net Cash Proceeds; and the 50% (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parentor, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30Year ended December 31, 2008)2027, in an amount equal to fifty percent (50%) if the Consolidated Total Leverage Ratio of the Excess Cash Flow earned during Borrower Agent and its Subsidiaries as of the end of such prior Fiscal QuarterYear is less than 2.50:1.00, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during of the Borrower Agent and its Subsidiaries for such prior Fiscal Quarter. Notwithstanding clause Year. (b) Immediately upon any Asset Disposition (excluding (i) Asset Dispositions which qualify as Permitted Asset Dispositions under clauses (a), (e), (g), (h), (i), (m), (n), (o), (p), (q) and (t) of the definition of Permitted Asset Disposition, and (ii) aboveNet Proceeds from any Asset Disposition of ABL Priority Collateral) by any Obligor or its Subsidiaries, in the event that Parent issues equity securities pursuant to Borrowers shall prepay the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from Loans in accordance with Section 5.2.4 in an amount equal to 100% of the Net Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Proceeds received by all Obligors and their Subsidiaries (and not paid to the Agent as a prepayment of the Loans) shall exceed for all such Dispositions $1,000,000 in any remaining Net Cash Proceeds, until it is paid Fiscal Year. Nothing contained in full, after which this Section 5.2.3(b) shall permit any remaining Net Cash Proceeds may be used by Borrower Obligor or any of its Subsidiaries to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention make a Disposition of any property other than in accordance with Section 10.2.6. (c) Upon the issuance or incurrence by any Obligor or any of its Subsidiaries of any Debt (other than pursuant to Section 10.2.1), or upon an Equity Issuance (other than any Excluded Equity Issuance), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 5.2.4 in an amount equal to 100% of the Net Proceeds received by such Person in connection therewith. The provisions of this Section 5.2.3(c) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (d) Upon the receipt by any Obligor or any of its Subsidiaries of any Extraordinary Receipts (other than ABL Priority Collateral), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 5.2.4 in an amount equal to 100% of such Extraordinary Receipts received by such Person to the extent that the aggregate amount of such Extraordinary Receipts received by all Obligors and their Subsidiaries (and not paid to the Agent as a prepayment of the Loans) shall exceed for all such Extraordinary Receipts $2,000,000 in any Fiscal Year. (e) Notwithstanding the foregoing, with respect to Net Proceeds received by any Obligor or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of casualty insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 5.2.3(b) or Section 5.2.3(d), as the case may be, up to $2,500,000 in the aggregate in any Fiscal Year of the Net Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business; provided that, (i) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Proceeds, (ii) the Borrower Agent delivers a certificate to the Agent within five days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Proceeds (which certificate shall set forth estimates of the Net Proceeds to be so expended), (iii) such Net Proceeds that are intended to be used to replace, repair or restore properties or assets in the period set forth in clause (ii) above are deposited in a Fixed Asset Collateral Account, and (iv) upon the earlier of (A) the expiration of the period specified in the relevant certificate furnished to the Agent pursuant to clause (ii) above or (B) the occurrence of a Default or an Event of Default, such Net Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 5.2.3(b) or Section 5.2.3(d) as applicable. (f) Notwithstanding any other provisions in Sections 5.2.3, (A) to the extent that any or all of the Net Proceeds of any Asset Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 5.2.3(b) (a “Foreign Subsidiary Disposition”), or the Net Proceeds of any prepayment event with respect to a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 5.2.3(e) (a “Foreign Subsidiary Casualty Prepayment Event”), are prohibited or delayed by applicable local law from being repatriated to the United States or from being distributed to a US Obligor, the portion of such Net Proceeds so affected will not be required to be applied to prepay Term Loans at the times provided in this Section 5.2.3 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States or distribution to a US Obligor (the Borrower Agent hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation or distribution), and once such repatriation or distribution of any of such affected Net Proceeds is permitted under the applicable local law, such repatriation or distribution will be immediately effected and such repatriated Net Proceeds will be promptly (and in any event not later than two (2) Business Days after such repatriation or distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 5.2.3 to the extent provided herein; and (B) to the extent that the Borrower Agent has determined in good faith and in consultation with the Agent that repatriation or distribution of any of or all the Net Proceeds of any Foreign Subsidiary Disposition or any Foreign Subsidiary Casualty Prepayment Event would have material adverse Tax consequences (taking into account any foreign Tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Proceeds, the Net Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in this Section 5.2.3 but may be retained by the applicable Foreign Subsidiary unless and until such material adverse Tax consequences would no longer result from such repatriation or distribution.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Mission Term Loans (allocated between the Term Loans and Mission Term Loans at the discretion of the Borrower) equal to (A) 50% (such percentage as it may be reduced as described below, the "ECF Percentage") of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the receipt first full fiscal year ending after the Closing Date), minus (B) the sum of (1) all voluntary prepayments of Term Loans and Mission Term Loans (provided that, with respect to Discounted Voluntary Prepayments and Mission Discounted Voluntary Prepayments, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and (2) all voluntary prepayments of Revolving Credit Loans and Mission Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments and/or Mission Revolving Credit Commitments, as applicable, are permanently reduced by any Loan Party the amount of any Net Cash Proceeds from any Dispositionsuch payments, in an amount the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 and greater than 2.5:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such Net Cash Proceeds; andfinancial statements was less than or equal to 2.5:1.0. (ii) concurrently with the receipt by (A) Subject to Section 2.05(b)(ii)(B), if (x) any Loan Party Nexstar Entity Disposes of any Net Cash Proceeds from any issuance of its equity securities property or assets (other than equity securities that are issued to any Disposition of any property or assets permitted by Section 7.05(a), (xb), (c), (d), (e), (f), (g), (j), (k), (m), (o), (p), (q), (r), (s), (t) Parentor (u)), or (y) management of Parentany Casualty Event occurs, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, which in the event that Parent issues equity securities pursuant to aggregate results in the contemplated PIPE realization or enters into any similar transaction involving the sale or exchange receipt by such Person of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid the Borrower shall make a prepayment, in fullaccordance with Section 2.05(b)(ii)(C), after which any remaining of an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention provided if no Event of any terms of this AgreementDefault has occurred and is then continuing).

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Mission Term Loans (allocated between the Term Loans and Mission Term Loans at the discretion of the Borrower) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) the sum of (1) all voluntary prepayments of Term Loans and Mission Term Loans (provided that, with respect to Discounted Voluntary Prepayments and Mission Discounted Voluntary Prepayments, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and (2) all voluntary prepayments of Revolving Credit Loans and Mission Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments and/or Mission Revolving Credit Commitments, as applicable, are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 and greater than 2.5:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.5:1.0. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (x) any Nexstar Entity Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g), (j), (k), (m), (o), (p), (q), (r), (s), (t) or (u)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing). (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any DispositionCasualty Event, at the option of the Borrower (as evidenced in a written notice of reinvestment election (a “Notice of Reinvestment Election”) delivered to the Administrative Agent within ten Business Days after the date of realization or receipt of such Net Cash Proceeds), the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (other than working capital) and in Permitted Acquisitions and Capital Expenditures within the later of (x) 12 months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within 12 months following receipt thereof, 180 days of the date of such legally binding commitment; provided that (i) so long as a Default or an Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Default is continuing) and (ii) if any Net Cash Proceeds are not so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a Notice of Reinvestment Election, an amount equal to 100% of such Net Cash Proceeds shall be applied, in accordance with Section 2.05(b)(ii)(C), to the prepayment of the Term Loans as set forth in this Section 2.05. (C) On each occasion that the Borrower must make a prepayment of the Term Loans pursuant to this Section 2.05(b)(ii), the Borrower shall, within five Business Days after the date of realization or receipt of such Net Cash Proceeds (or, in the case of prepayments required pursuant to Section 2.05(b)(ii)(B), within five Business Days of the deadline specified in clause (x) or (y) thereof, as applicable, or of the date the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested, as the case may be), make a prepayment, in accordance with Section 2.05(b)(v) below, of the principal amount of Term Loans in an amount equal to 100% of such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, realized or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementreceived.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Mission Term Loans (allocated between the Term Loans and Mission Term Loans at the discretion of the Borrower) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the receipt first full fiscal year ending after the Closing Date), minus (B) the sum of (1) all voluntary prepayments of Term Loans and Mission Term Loans (provided that, with respect to Discounted Voluntary Prepayments and Mission Discounted Voluntary Prepayments, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and (2) all voluntary prepayments of Revolving Credit Loans and Mission Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments and/or Mission Revolving Credit Commitments, as applicable, are permanently reduced by any Loan Party the amount of any Net Cash Proceeds from any Dispositionsuch payments, in an amount the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 and greater than 2.5:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such Net Cash Proceeds; andfinancial statements was less than or equal to 2.5:1.0. (ii) concurrently with the receipt by (A) Subject to Section 2.05(b)(ii)(B), if (x) any Loan Party Nexstar Entity Disposes of any Net Cash Proceeds from any issuance of its equity securities property or assets (other than equity securities that are issued to any Disposition of any property or assets permitted by Section 7.05(a), (xb), (c), (d), (e), (f), (g), (j), (k), (m), (o), (p), (q), (r), (s), (t) Parentor (u)), or (y) management of Parentany Casualty Event occurs, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, which in the event that Parent issues equity securities pursuant to aggregate results in the contemplated PIPE realization or enters into any similar transaction involving the sale or exchange receipt by such Person of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid the Borrower shall make a prepayment, in fullaccordance with Section 2.05(b)(ii)(C), after which any remaining of an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention provided if no Event of any terms of this AgreementDefault has occurred and is then continuing).

Mandatory Prepayment. Borrower (i) (A) On or before the date required for the delivery to the Agents and the Lenders of the financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for May 31, 2024 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii), the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Term Loans in Full at accordance with Section 2.05(d) in an amount equal to 25% of the following times Excess Cash Flow of the Parent and its Subsidiaries for the period of three consecutive months ending on the last date of such fiscal quarter (such payment made pursuant to this clause (i)(A), a “Quarterly Excess Cash Flow Payment”) and (B) on or before the date required for the delivery to the Agents and the Lenders of the financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended May 31, 2024 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to the total of (I) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for the period of four consecutive quarters ending on the last date of such Fiscal Year (or, in the following amounts:case of the Fiscal Year ended May 31, 2023, for the period commencing on the Effective Date and ending on May 31, 2023), minus (II) the sum of (1) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year and (2) the aggregate amount of all Quarterly Excess Cash Flow Payments made in such Fiscal Year. (ii) Within three (3) Business Days of any Disposition that qualifies as Permitted Dispositions under clauses (h) or (i) concurrently of the definition of Permitted Disposition by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of such excess Net Cash Proceeds received by such Person in connection with such Disposition. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Term Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, (x) with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries not in excess of $250,000 in the aggregate in any Fiscal Year in connection with Dispositions or the receipt of Extraordinary Receipts consisting of insurance proceeds, casualty events or condemnation awards, there shall be no obligation to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), and (y) with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds, casualty events or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent within forty-five (45) 5 days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 180 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), Borrowers shall(C) any such Net Cash Proceeds received by a Loan Party in a jurisdiction where Control Agreements are required to be implemented are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the extent provided in and permitted by Administrative Agent pursuant to clause (B) above or (2) the Black Forest Subordination Agreementoccurrence of an Event of Default, pay the then outstanding principal amount of the Black Forest Note from any remaining such Net Cash Proceeds, until it is paid in fullif not theretofore so used, after which any remaining Net Cash Proceeds may shall be used by Borrower to prepay further the LoanObligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv), to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementas applicable.

Mandatory Prepayment. (i) Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2022 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to 50% of the following times Excess Cash Flow of the Parent and in its Subsidiaries for such Fiscal Year minus the following amounts:aggregate principal amount of all payments made by the Borrower pursuant to Section 2.05(b) for such Fiscal Year. (iii) concurrently Subject to clause (vi) below, within ten (10) Business Days following any Disposition which qualifies as a Permitted Disposition pursuant to clauses (l), (m) and (n) of the definition thereof) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $500,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Within two (2) Business Days following receipt of Net Cash Proceeds from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Subject to clause (vi) below, within ten (10) Business Days following the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Extraordinary Receipts $1,000,000 in any Fiscal Year. (v) [Reserved]. (vi) Notwithstanding the foregoing, with respect Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Specified Extraordinary Receipts that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $1,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Event of Default under Section 9.01(a), 9.01(f) or 9.01(g) has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Borrower delivers a certificate to the Administrative Agent within 5 Business Days after such Disposition, loss, destruction or taking, as the case may be (or such later date as approved by the Administrative Agent in its sole discretion), stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 150 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of an Event of Default under Section 9.01(a), 9.01(f) or 9.01(g), such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable; provided, further, that, in the case of any Net Cash Proceeds from any Dispositiona Permitted Disposition pursuant to clause (m) of the definition thereof, the Borrower shall have provided at least 20 Business Days’ notice thereof to the Administrative Agent (or such shorter period as the Administrative Agent may agree in an amount equal its sole discretion), and the right of the Borrower to use such Net Cash Proceeds; and (ii) concurrently with Proceeds as set forth above and not prepay the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued Obligations shall be subject to (x) Parent, (y) management of Parent, or (z) to Persons that as the prior written approval of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementAdministrative Agent.

Mandatory Prepayment. Borrower (i) Within ten (10) days of delivery to the Agent and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agent and the Lenders of the financial statements for the Fiscal Year ended December 31, 2006 or, if such financial statements are not delivered to the Agent and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), ten (10) days after the date such statements are required to be delivered to the Agent and the Lenders pursuant to Section 7.01(a)(ii), the Borrowers shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an outstanding principal amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant Term Loan (subject to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwisesubsection (c)(vi) below) in an amount equal to 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Net Cash Proceeds; andFiscal Year. (iiiii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008Immediately upon any Disposition by any Loan Party or its Subsidiaries pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the Term Loan in an amount equal to fifty percent 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (50%and not paid to the Agent as a prepayment of the Term Loan) shall exceed for all such Dispositions $500,000 in any Fiscal Year. Nothing contained in this subsection (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) (A) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d) and (e) of the Excess Cash Flow earned during such prior Fiscal Quarterdefinition of Permitted Indebtedness), until the Borrowers shall prepay the outstanding amount of the Term Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) 100% of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided received by such Person in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementconnection therewith.

Mandatory Prepayment. (a) Subject to Section 2.11(g), not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay the Loan until Paid outstanding Loans in Full at the following times and in the following amounts: accordance with Section 2.11(e); provided that, if (i) concurrently with Holdco shall deliver a certificate of a Financial Officer to the Agent at the time of receipt by any Loan Party of any Net Cash Proceeds from any DispositionAsset Sale setting forth its intent to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Holdco Group within 360 days of receipt of such proceeds and (ii) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, then no prepayment will be required pursuant to this clause in respect of such Net Cash Proceeds (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except that, if any such Net Cash Proceeds have not been so applied by the end of such 360-day period, a prepayment will be required at that time in an amount equal to the amount of such Net Cash ProceedsProceeds that have not been so applied; and provided that if the applicable Group Member enters into a definitive agreement to apply such Net Cash Proceeds in productive assets of a kind then used or usable in the business of the Holdco Group prior to the end of such 360-day period and the conditions set forth in clauses (ii) concurrently and (iii) are satisfied, the Borrower shall be required to prepay outstanding Loans with such Net Cash Proceeds only to the extent that such Net Cash Proceeds are not so applied within 180 days of the date of such definitive agreement. (b) No later than the 10th day after the date on which the financial statements with respect to each fiscal year of Holdco are required to be delivered pursuant to Section 5.01(a) (commencing with the receipt by fiscal year ending December 31, 2014), the Borrower shall prepay outstanding Loans in accordance with Section 2.11(e) in an aggregate principal amount equal to (i) 50% of Excess Cash Flow for such fiscal year of Holdco, provided that, with respect to any Loan Party fiscal year, such percentage shall reduce to (x) 25% if the Total Net Leverage Ratio as of the last day of such fiscal year is less than 2.50 to 1.00 but equal to or greater than 2.00 to 1.00 and (y) 0% if the Total Net Leverage Ratio is less than 2.00 to 1.00 minus (ii) the aggregate principal amount of all Loans voluntarily prepaid pursuant to Section 2.12 during such fiscal year. (c) In the event that any Group Member shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by any issuance of its equity securities Group Member (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and any Indebtedness for avoidance of any doubt, inclusive of any equity securities issued money borrowed permitted pursuant to Section 6.03), the contemplated PIPE or Borrower shall, substantially simultaneously with (and in any similar offering whether to Persons that as event not later than the fifth Business Day next following) the receipt of the date hereof hold equity in Parent or otherwise) in such Net Cash Proceeds by such Group Member, apply an amount equal to 100% of such Net Cash Proceeds; and (iii) within forty-five (45) days after 2.15, as the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008)case may be, in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause future and (ii) above, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in the event that Parent issues equity securities pursuant to the contemplated PIPE connection with any such designation or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementassignment.

Mandatory Prepayment. Borrower (i) Within 10 Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2017 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan until Paid Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to 100% of the following times Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and in their Subsidiaries (and not paid to the following amounts: Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) concurrently of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agents agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $750,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent within forty-five (45) 60 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), Borrowers shall(C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the extent provided in and permitted by Administrative Agent pursuant to clause (B) above or (2) the Black Forest Subordination Agreementoccurrence of a Default or an Event of Default, pay the then outstanding principal amount of the Black Forest Note from any remaining such Net Cash Proceeds, until it is paid in fullif not theretofore so used, after which any remaining Net Cash Proceeds may shall be used by Borrower to prepay further the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, to repay Senior Debt or for any other corporate purpose not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in contravention the case of any terms prepayment of this Agreementa LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. Borrower shall prepay change of control (a) For the Loan until Paid purposes of this Subclause: a change of control occurs if, after the Separation Date, any person or group of persons acting in Full at concert gains control of more than 50 per cent. of the following times and shares (or voting rights attaching to shares) in the following amountsCompany; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act. (b) The Company must promptly notify the Facility Agent if it becomes aware of any change of control, and the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (b). (c) After a change of control, a Lender is not obliged to participate in a Loan other than a Rollover Loan. (d) After a change of control, the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from the date of the notification by the Company to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made available. (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice to the Company: (i) concurrently cancel that Lender’s Commitments; (ii) declare that the Company must immediately repay or prepay the share of that Lender in each Loan made to it together with accrued interest and all other amounts accrued under the receipt Finance Documents towards that Lender; and (iii) the Commitment of that Lender will be immediately cancelled. (f) If no agreement is reached by any Loan Party the Company and the Lenders under paragraph (d) above before the last day of any Net Cash Proceeds from any Dispositionthe time period set out therein, in an amount equal if the Majority Lenders so require, the Facility Agent must, by notice to such Net Cash Proceedsthe Company: (i) cancel the Total Commitments; and (ii) concurrently declare all outstanding Loans, together with accrued interest and all other amounts accrued under the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) ParentFinance Documents, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced immediately due and payable. Any such notice will take effect in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement.accordance with its terms

Mandatory Prepayment. Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay cause to be prepaid an aggregate principal amount of Group Term Loans (allocated among the Loan until Paid in Full Group Term Loans at the following times discretion of the Borrower) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended on December 31, 2017), minus (B) the sum of (1) all voluntary prepayments of Group Term Loans under any Group Credit Agreement (including any voluntary prepayments of any term loans under any Group Credit Agreement prior to the Third Amendment Effective Date) (provided that, with respect to Discounted Voluntary Prepayments under any Group Credit Agreement, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment (such prepayment or purchase after the end of the fiscal year, together with such prepayment described in clause (2) below, the “After Year-End Payment”) and (2) all voluntary prepayments of Group Revolving Credit Loans during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment to the extent the Group Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness (other than, with respect to clause (1) only, any Indebtedness incurred pursuant to any Revolving Credit Loan or Swing Line Loan) or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00 and greater than 2.75:1.00 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.75:1.00; provided, further, that solely for the purpose of this Section 2.05(b)(i), following amounts: the making of each After Year-End Payment, (i) concurrently the Consolidated First Lien Net Leverage Ratio shall be re-calculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year in respect of which the prepayment pursuant to this Section 2.05(b)(i) is made and (ii) such After Year-End Payment taken into account in the calculation of the required prepayment amount above for one fiscal year shall be disregarded for any subsequent calculations for future fiscal years. Notwithstanding anything set forth above, if for any fiscal year the amount calculated pursuant to clause (A) above is less than the amount calculated pursuant to clause (B) above (such amount, the “Excess Prepayments”), the cumulative amount of such Excess Prepayments shall be carried over in calculations for the following fiscal years on a dollar-for-dollar basis. Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (l), (n) (other than a Permitted Sale Leaseback between Nexstar Guarantors that are not the Holding Companies), (o)(y), (u) (in each case of (o)(y) and (u), to the extent provided thereunder) or (w) (in the case of (w), only after the applicable Asset Sale Bridge Facility has been paid in full) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the receipt by any Loan Party Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing). With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any DispositionCasualty Event, at the option of the Borrower (as evidenced in a written notice of reinvestment election (a “Notice of Reinvestment Election”) delivered to the Administrative Agent within ten Business Days after the date of realization or receipt of such Net Cash Proceeds), the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (other than working capital) and in Permitted Acquisitions or other similar Investments and Capital Expenditures within the later of (x) 1218 months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within 1218 months following receipt thereof, 180 days of the date of such legally binding commitment; provided that (i) so long as a Default or an Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Default is continuing) and (ii) if any Net Cash Proceeds are not so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a Notice of Reinvestment Electionthe receipt of the applicable Net Cash Proceeds, an amount equal to the Asset Percentage of such Net Cash Proceeds shall be applied, in accordance with Section 2.05(b)(ii)(C), to the prepayment of the Term Loans as set forth in this Section 2.05.; provided further that any cash payment by the Borrower or any Covenant Entity that would qualify as a reinvestment pursuant to the provisions above made within 180 days prior to the receipt of such Net Cash Proceeds or, if applicable, after the definitive documentation in respect of the applicable Disposition giving rise to such Net Cash Proceeds, if elected by the Borrower in a written notice to the Administrative Agent, shall be deemed to be a reinvestment of such Net Cash Proceeds. On each occasion that the Borrower must make a prepayment of the Term Loans pursuant to this Section 2.05(b)(ii), the Borrower shall, within five Business Days after the date of realization or receipt of such Net Cash Proceeds (or, in the case of prepayments required pursuant to Section 2.05(b)(ii)(B), within five Business Days of the deadline specified in clause (x) or (y) thereof, as applicable, or of the date the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested, as the case may be), make a prepayment, in accordance with Section 2.05(b)(v) below, of the principal amount of Term Loans in an amount equal to the Asset Percentage of any such Net Cash Proceeds realized or received. If any Covenant Entity incurs or issues any (A) Refinancing Term Loans, (B) Indebtedness pursuant to Section 7.02(t)(i) or (C) Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.02, the Borrower shall (1) designate such Term Loans to be prepaid (other than in the case of a prepayment pursuant to subclause (C)) and (2) cause to be prepaid an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five Business Days after the receipt of such Net Cash Proceeds; and (ii) . If the Borrower obtains any Refinancing Revolving Commitments, the Borrower shall, concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parentthereof, (y) management of Parentterminate Revolving Credit Commitments under the 2018 Revolving Credit Tranche and/or the 2020 Revolving Credit Tranche, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008)applicable, in an equivalent amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to Section 2.06. (A) Except as provided pursuant to subclause (B) below, each prepayment of any Term Loans being prepaid pursuant to this Section 2.05(b) shall be applied pro rata among the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shallTerm Loans and within each such tranche first, to the extent provided installments thereof pro rata in direct order of maturity for the next eight scheduled payments pursuant to Section 2.07(a) following the applicable prepayment event and permitted second, to the remaining installments thereof pro rata, (B) each prepayment pursuant to Section 2.05(b)(iii)(A) or (B) shall be applied as directed by the Black Forest Subordination AgreementBorrower, pay and (C) each such prepayment shall be paid to the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid Lenders receiving such prepayment in full, after which any remaining Net Cash Proceeds may be used by Borrower accordance with their respective Applicable Percentages subject to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms clause (v) of this Agreement.Section 2.05

Mandatory Prepayment. Borrower Any outstanding Advances shall prepay be prepaid or, prior to the Loan until Paid Closing Date, the Commitments shall be reduced, in Full each case, on a dollar-for-dollar basis within three Business Days following (in the case of a prepayment of Advances) or at the following times and time of (in the following amounts: (icase of a reduction of Commitments) concurrently with the receipt by any Loan Party the Consolidated Group after the date hereof of any Net Cash Proceeds (or in the case of clause (i) below, commitments) referred to in this paragraph (d): (i) from 100.0% of the commitments (in the case of credit facilities, entered into for the purpose of financing the Target Acquisition, with conditions to funding no more onerous to the Borrower than the conditions set forth in Section 3.02) or the Net Cash Proceeds actually received by the Consolidated Group from the, in the case of commitments, establishment, and in the case of Net Cash Proceeds, incurrence of Borrowed Debt by such entity (excluding (A) intercompany debt of the Borrower or any Dispositionof its Subsidiaries, (B) borrowings under the Existing Credit Agreements or any other revolving facility replacing or refinancing the Existing Credit Agreements, in an aggregate principal amount, when combined with the amount equal of Debt outstanding under clause (D) below, not to such Net Cash Proceeds; andexceed $12,250,000,000, (C) any other ordinary course borrowings under working capital or overdraft facilities as in effect from time to time, (D) issuances of commercial paper and replacements or refinancings thereof (other than for purposes of financing the Target Acquisition), in an aggregate principal amount, when combined with the amount of Debt outstanding under clause (B) above, not to exceed $12,250,000,000, (E) purchase money Debt incurred in the ordinary course of business and any replacements or refinancings thereof, (F) Debt with respect to capital leases incurred in the ordinary course of business and any replacements and refinancings thereof, (G) borrowings under, or commitments in respect of, the RSN Credit Agreement and (H) other Debt in a principal amount at any time outstanding not to exceed $3,000,000,000 in the aggregate); (ii) concurrently with from 100.0% of the receipt by any Loan Party of any Net Cash Proceeds actually received from any the issuance of its any capital stock or other equity securities interests by the Consolidated Group (other than (A) issuances pursuant to any employee equity securities that are issued to (x) Parentcompensation plan or agreement or other employee equity compensation arrangement, any employee benefit plan or agreement or other employee benefit arrangement, (yB) management of Parentissuances pursuant to The ▇▇▇▇ Disney Company’s Investment Plan (or any successor plan), or (zC) to Persons that as of issuances among the date hereof hold equity in Parent; but, without limitation of the foregoingConsolidated Group, and for avoidance (D) issuances of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceedsdirectors’ qualifying shares); and (iii) within forty-five (45) days after the end from 100.0% of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromactually received by the Consolidated Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among the Consolidated Group, Borrowers shall(B) leases, licenses, subleases and sublicenses, (C) Asset Sales, the Net Cash Proceeds of which do not exceed $2,000,000,000 in the aggregate and (D) prior to the RSN Facility Termination Time, Asset Sales in respect of 21CF RSN Assets); provided that such Net Cash Proceeds shall not be required to be so applied on such date to the extent that such Net Cash Proceeds are used to acquire, maintain, develop, construct, improve, upgrade or repair tangible or intangible assets useful in the business of the Consolidated Group, in each case within the Reinvestment Period; provided, further, that if all or any portion of such Net Cash Proceeds are not so used within the Reinvestment Period, such remaining portion not so used shall be applied on the date that is 10 Business Days after the last day of the Reinvestment Period as a mandatory repayment of principal of outstanding Advances as provided above in this Section 2.04(d)(iii). All mandatory prepayments and permitted Commitment reductions shall be applied without penalty or premium (except for breakage costs required pursuant to Section 8.04(b) and accrued interest, if any) and will be applied pro rata among the Lenders. Mandatory prepayments of the Advances may not be reborrowed. If the Net Cash Proceeds are received by a Foreign Subsidiary of the Borrower or any other Subsidiary of such Foreign Subsidiary, the Commitments shall only be reduced (or the Advances prepaid) to the extent that (i) such Net Cash Proceeds can be promptly transferred to the Borrower without adverse tax consequences to Borrower and any of its Subsidiaries and (ii) such transfer would not be prohibited or restricted by applicable law, rule or regulation or contract or the organizational documents of such Foreign Subsidiary (in the case of clauses (i) and (ii), as reasonably determined by the Black Forest Subordination AgreementBorrower in good faith) (each, pay a “Repayment Limitation”); it being understood that if such Repayment Limitation exists, upon such Repayment Limitation ceasing to apply, the then outstanding principal amount Commitments will be immediately reduced or, if applicable, the Advances will be repaid within three Business Days thereof, in the manner set forth above as if such Net Cash Proceeds were received by the Borrower on the date such Repayment Limitation ceased to exist. The Borrower shall give the Designated Agent prompt written notice of any mandatory Commitment reduction or prepayment of Advances under this Section 2.04(d), which notice shall be accompanied by a reasonably detailed calculations of the Black Forest Note from any remaining applicable Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement.

Mandatory Prepayment. Borrower (i) Within five Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2019, or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within five Business Days after such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall, if the Total Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is (A) greater than 2.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (1) 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) (other than payments of the Term Loan B made with proceeds of an Equity Issuance by any Loan Party) for such Fiscal Year, or (B) equal to or less than 2.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal 120535197v14 to (1) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) (other than payments of the Term Loan B made with proceeds of an Equity Issuance by any Loan Party) for such Fiscal Year; provided that no mandatory prepayment shall be made under this Section 2.05(c)(i) unless and until the Term Loan ECF Mandatory Prepayment Conditions (as defined in the Intercreditor Agreement) have been satisfied, and if and to the extent the Term Loan ECF Mandatory Prepayment Conditions would not be satisfied immediately after giving effect to all or a portion of such prepayment of the Loans otherwise required under this paragraph (but for this proviso) for any Fiscal Year (the prepayment of the Loans not required to be made on account of this proviso, the "ECF Deferred Portion"), then (x) the Borrowers shall not make such prepayment of the Loans up to the amount of the ECF Deferred Portion for such Fiscal Year and (y) not later than the tenth (10th) day after the delivery of the financial statements required under Section 7.01(a)(i) for any fiscal month, the Borrowers shall prepay the Loans up to the cumulative ECF Deferred Portion for all Fiscal Years that has not been previously prepaid pursuant to this clause (y), to the extent the Term Loan until Paid in Full at the following times and in the following amounts:ECF Mandatory Prepayment Conditions can be satisfied with respect to any such prepayment. (iii) concurrently Within five Business Days after any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $500,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Within five Business Days after (A)the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or (A)an Equity Issuance (other than any Excluded Equity Issuances), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Within five Business Days after the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end 100% of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, received by such Person in connection therewith to the extent provided in and permitted by that the Black Forest Subordination Agreement, pay the then outstanding principal aggregate amount of Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid 120535197v14 to the Black Forest Note from Administrative Agent as a prepayment of the Loans) shall exceed $250,000 in any remaining Net Cash ProceedsFiscal Year. (v) Notwithstanding the foregoing, until it is paid in full, after which any remaining with respect to Net Cash Proceeds may received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used by Borrower to prepay further the LoanObligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to repay Senior Debt $750,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds and Extraordinary Receipts are used to replace, repair or for any other corporate purpose restore properties or assets, or to acquire assets, used or useful in such Loan Party’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds or Extraordinary Receipts, (B) such proceeds are used by a Loan Party to replace, repair or restore properties or assets, or acquire assets, used or useful in such Person’s business and constituting (1) Revolving Loan Priority Collateral if the property or assets disposed of or subject to casualty or condemnation constituted Revolving Loan Priority Collateral, (2) Term Priority Collateral if the property or assets disposed of or subject to casualty or condemnation constituted Term Priority Collateral, or (3) Revolving Loan Priority Collateral and Term Priority Collateral (in a percentage determined in good faith by the Agents and the Revolving Loan Agent) if the property or assets sold or disposed of or subject to casualty or condemnation constituted both Revolving Loan Priority Collateral and Term Priority Collateral, (C) the Borrowers deliver a certificate to the Agents within 30 days after such Disposition or loss, destruction or taking, or receipt of Extraordinary Receipts, as the case may be, stating that such Net Cash Proceeds or Extraordinary Receipts shall be used to replace, repair or restore properties or assets, or acquire assets, used or useful in such Person's business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds or Extraordinary Receipts (which certificate shall set forth estimates of the Net Cash Proceeds or Extraordinary Receipts to be so expended), (D) such Net Cash Proceeds or Extraordinary Receipts are deposited in contravention an account subject to the dominion and control of the Collateral Agent, and (E) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Agents pursuant to clause (C) above or (2) the instruction by the Administrative Agent upon the occurrence and during the continuance of an Event of Default, such Net Cash Proceeds or Extraordinary Receipts, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable; (vi) The Administrative Borrower shall provide the Administrative Agent with written notice of any terms mandatory prepayment required under this Section 2.05(c) no later than 1:00 p.m. 5 Business Days prior to the date of this Agreementsuch mandatory prepayment. Such notice shall specify the applicable provision under Section 2.05(c) pursuant to which such mandatory prepayment is being made.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Group Term Loans (allocated among the Group Term Loans at the discretion of the Borrower) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the receipt fiscal year ended on December 31, 2017), minus (B) the sum of (1) all voluntary prepayments of Group Term Loans under any Group Credit Agreement (provided that, with respect to Discounted Voluntary Prepayments under any Group Credit Agreement, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment (such prepayment or purchase after the end of the fiscal year, together with such prepayment described in clause (2) below, the “After Year-End Payment”) and (2) all voluntary prepayments of Group Revolving Credit Loans during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment to the extent the Group Revolving Credit Commitments are permanently reduced by any Loan Party the amount of any Net Cash Proceeds from any Dispositionsuch payments, in an amount the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness (other than, with respect to clause (1) only, any Indebtedness incurred pursuant to any Revolving Credit Loan or Swing Line Loan) or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00 and greater than 2.75:1.00 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.75:1.00; provided further that solely for the purpose of this Section 2.05(b)(i), following the making of each After Year-End Payment, (i) the Consolidated First Lien Net Cash Proceeds; andLeverage Ratio shall be re-calculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year in respect of which the prepayment pursuant to this Section 2.05(b)(i) is made and (ii) such After Year-End Payment taken into account in the calculation of the required prepayment amount above for one fiscal year shall be disregarded for any subsequent calculations for future fiscal years. Notwithstanding anything set forth above, if for any fiscal year the amount calculated pursuant to clause (A) above is less than the amount calculated pursuant to clause (B) above (such amount, the “Excess Prepayments”), the cumulative amount of such Excess Prepayments shall be carried over in calculations for the following fiscal year (but not subsequent years) on a dollar-for-dollar basis. (ii) concurrently with the receipt by (A) Subject to Section 2.05(b)(ii)(B), if (1) any Loan Party Covenant Entity Disposes of any Net Cash Proceeds from any issuance of its equity securities property or assets pursuant to Section 7.05(h), (i), (l), (n) (other than equity securities a Permitted Sale Leaseback between Nexstar Guarantors that are issued to (x) Parentnot the Holding Companies), (yo)(y) management of Parent, or (zu) to Persons that as (in each case of the date hereof hold equity in Parent; but, without limitation of the foregoing, (o)(y) and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008u), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided thereunder) or (2) any Casualty Event occurs, which in and permitted the aggregate results in the realization or receipt by the Black Forest Subordination Agreement, pay the then outstanding principal amount such Person of the Black Forest Note from any remaining Net Cash Proceeds, until it the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is paid in full, after which any remaining secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention provided if no Event of any terms of this AgreementDefault has occurred and is then continuing).

Mandatory Prepayment. Borrower shall prepay For the Loan until Paid in Full at fiscal year ending 2014, within five Business Days after the following times date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and in the following amounts: (irelated Compliance Certificate has been delivered pursuant to Section 6.02(a) concurrently with of the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, Nexstar Credit Agreement and (y) management at all times thereafter, within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of ParentTerm Loans, or Nexstar Term Loans and Mission Term Loans (z) to Persons that as allocated between the Term Loans, Nexstar Term Loans and Mission Term Loans at the discretion of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseBorrower) in an amount equal to (A) 50% (such Net percentage as it may be reduced as described below, the "ECF Percentage") of Excess Cash Proceeds; and (iii) within forty-five (45) days after Flow, if any, for the end of each Fiscal Quarter fiscal year covered by such financial statements (commencing with the Fiscal Quarter fiscal year ending September 30December 31, 20082014), minus (B) the sum of (1) all voluntary prepayments of Term Loans, Nexstar Term Loans (other than the Nexstar Fifth Amendment Voluntary Prepayment) and Mission Term Loans (provided that, with respect to Discounted Voluntary Prepayments, Nexstar Discounted Voluntary Prepayments and Mission Discounted Voluntary Prepayments, only the actual amount of cash used to consummate such prepayment shall be included in an amount equal to fifty percent (50%such calculation) of the Excess Cash Flow earned during such prior Fiscal Quarterfiscal year and (2) all voluntary prepayments of Revolving Credit Loans, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned Nexstar Revolving Credit Loans and Mission Revolving Credit Loans during such prior Fiscal Quarter. Notwithstanding clause (ii) abovefiscal year to the extent the Revolving Credit Commitments, Nexstar Revolving Credit Commitments and/or Mission Revolving Credit Commitments, as applicable, are permanently reduced by the amount of such payments, in the event that Parent issues equity securities pursuant to case of each of the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shallimmediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided in that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 and permitted greater than 2.5:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower such financial statements was less than or equal to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement2.5:1.0.

Mandatory Prepayment. Borrower (i) Immediately upon any Disposition by any Loan Party or its Subsidiaries pursuant to Section 6.02(c), and subject to the terms of the Intercreditor Agreement, the Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan until Paid Parties and their Subsidiaries (and not paid to the Agent as a prepayment of the Loans) shall exceed $1,000,000 for all such Dispositions in Full at the following times and any Fiscal Year. Nothing contained in the following amounts: this subsection (i) concurrently shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 6.02(c). (ii) Upon the loss, destruction or taking by condemnation of any Collateral, and subject to the terms of the Intercreditor Agreement, the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to 100% of the Net Cash Proceeds of the insurance or other proceeds received by any Loan Party in connection therewith, PROVIDED, that, except during the continuance of an Event of Default, the insurance or other proceeds received by any Borrower in connection therewith shall not be required to be so prepaid on such date to the extent such proceeds are used to replace or restore the properties or assets used in a Permitted Business in respect of which such proceeds were paid if the Administrative Borrower delivers a certificate to the Agents within 30 days of such event stating that such proceeds shall be used to replace or restore any such properties or assets to be used in a Permitted Business within a period specified in such certificate not to exceed 365 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and if all or any portion of such proceeds not so applied to the repayment of the Loans are not so used within the period specified in the relevant certificate furnished pursuant hereto, such remaining portion shall prepay the outstanding principal of the Loans on the last day of such specified period. (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (other than pursuant to stock option plans for employees, officers and directors), and subject to the terms of the Intercreditor Agreement, the Borrowers shall prepay the outstanding amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Except as set forth in Section 2.05(b)(ii), upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from Extraordinary Receipts in excess of $1,000,000 in any DispositionFiscal Year, and subject to the terms of the Intercreditor Agreement, the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to 100% of such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party Extraordinary Receipts, net of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity reasonable expenses incurred in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to collecting such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementExtraordinary Receipts.

Mandatory Prepayment. Borrower shall prepay 10.2.1 If any person or group of persons acting in concert gains control of the Loan until Paid in Full at the following times and in the following amountsParent: 10.2.1.1 the Parent shall promptly notify the Facility Agent upon becoming aware of that event; 10.2.1.2 a Lender shall not be obliged to fund a Utilisation Request (iexcept for a Rollover Loan)and the Facility Agent and the Parent shall consult about the change of control; 10.2.1.3 if the Majority Lenders so require after a period of 45 (forty-five) concurrently with days from receipt of the receipt notice referred to in clause 10.2.1.1 above, the Facility Agent shall by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal notice to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (ysuch notice to be delivered no later than 60 (sixty) management of Parent, or (z) to Persons that as days from receipt of the date hereof hold equity notice referred to in Parent; butclause 10.2.1.1 above), without limitation cancel the Total Commitments and declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable; 10.2.1.4 if the Facility Agent does not serve the notice referred to in clause 10.2.1.3 above, each Lender may by notice to the Facility Agent which shall be delivered not earlier than 45 (forty-five) days nor later than 60 (sixty) days from receipt of the foregoingnotice referred to in 10.2.1.1 above, and for avoidance of any doubt, inclusive of any equity securities issued pursuant whereupon the Facility Agent shall by notice to the contemplated PIPE or any similar offering whether Parent (such notice to Persons that as be delivered promptly after receipt of the date hereof hold equity Lender’s notification), cancel the Commitment of that Lender and declare the participation of that Lender in Parent or otherwise) in an amount equal all outstanding Loans, together with accrued interest thereon and all other amounts due to such Net Cash Proceeds; and (iii) within forty-five (45) days after Lender under the end of each Fiscal Quarter (commencing with Finance Documents immediately due and payable, whereupon the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) Commitment of the Excess Cash Flow earned during Lender will be cancelled and all such prior Fiscal Quarter, until outstanding amounts will become immediately due and payable. 10.2.2 For the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) purpose of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) 10.2.1 above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement.“control” means:

Mandatory Prepayment. (a) The Borrower shall be required to prepay the Loan until Paid in Full at the following times and Construction/Term Loans (or, in the following amountscase of any prepayments pursuant to (x) clause (i) below to the extent that the |US-DOCS\137622719.74|| Event of Loss for which such Loss Proceeds were received also resulted in an Event of Default or (y) in the case of a sale of all or substantially all of the assets of the Borrower pursuant to clause (ii) below, to prepay the Revolving Loans pro rata with the Construction/Term Loans) in accordance with Section 9.7 (Application of Collateral Proceeds to the Senior Secured Obligations Prior to an Enforcement Action) of the Collateral and Intercreditor Agreement (but subject to Section 4.10(i)) with the applicable Senior Lenders’ ratable share of the Mandatory Prepayment Portion of the following: (i) concurrently Loss Proceeds, to the extent that the aggregate amount of such Loss Proceeds previously received by the Borrower over the term of this Agreement and not applied for mandatory prepayment exceeds $75,000,000 and such Loss Proceeds are not applied in accordance with Section 9.2(b) (Loss Proceeds) of the Collateral and Intercreditor Agreement; (ii) Asset Sale Proceeds, to the extent such Asset Sale Proceeds result from any Asset Sale that is not permitted by Section 9.3; (iii) the net proceeds of any Replacement Debt allocated by the Borrower in accordance with Section 2.4(b)(ii) (Replacement Debt) of the Common Terms Agreement; provided, that, from and after April 1, 2025, such amount in this clause (iii) shall be allocated on a pro rata basis between the outstanding Construction/Term Loans hereunder and the outstanding “Construction/Term Loans” under and as defined in the TCF Credit Agreement and the amount of Construction/Term Loans prepayable hereunder will be reduced accordingly; (iv) if the conditions applicable to making a Distribution set forth in Section 9.10(a) have not been satisfied for four consecutive Quarterly Payment Dates, funds on deposit in the P1 Distribution Reserve Account on such fourth Quarterly Payment Date or the date specified in Section 4.11(d), if applicable, (after effecting any transfers therefrom on or prior to such date in accordance with the receipt P1 Accounts Agreement); (v) all Performance Liquidated Damages payments to the Borrower that are in excess of $75,000,000, to the extent that such Performance Liquidated Damages are not used to (A) make any indemnity payments owed to any Material Project Party pursuant to any Designated Offtake Agreement as a result of the applicable performance shortfall, (B) complete or repair the Project facilities in respect of which Performance Liquidated Damages were paid, or (C) reimburse Voluntary Equity Contributions to the extent such Voluntary Equity Contributions were used to fund any amounts payable by any Loan Party of any Net Cash Proceeds from any Disposition, the Borrower and referred to in an amount equal to such Net Cash Proceedsthe foregoing clauses (A) and (B); and (iivi) concurrently with all Termination Payments to the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities Borrower that are issued to (x) Parent, (y) management in excess of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall75,000,000, to the extent provided in and permitted such Termination Payments are not used to (A) rectify the damages or losses suffered under the relevant Material Project Document resulting from such breach by such Material Project Party or (B) reimburse Voluntary Equity Contributions to the extent such |US-DOCS\137622719.74|| Voluntary Equity Contributions were used to fund any amounts payable by the Black Forest Subordination AgreementBorrower and referred to in the foregoing clause (A). (b) The Borrower shall, pay if applicable, make prepayments of Senior Loans and cancel Senior Loan Commitments as may be required upon the then outstanding principal amount occurrence of an LNG Sales Mandatory Prepayment Event in accordance with Section 8.5(e). (c) With respect to each prepayment of the Black Forest Note from any remaining Net Cash ProceedsSenior Loans to be made pursuant to this Section 4.10, until it is paid in full, after which any remaining Net Cash on the date required pursuant to Section 9.7 (Application of Collateral Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement.the

Mandatory Prepayment. Borrower (i) Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended September 30, 2016 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall (A) if the Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is equal to or greater than 2.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year, or (B) if the Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is less than 2.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year. (ii) No later than 3 Business Days following any Disposition (excluding (A) Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (k) of the definition of Permitted Disposition or (B) the Disposition prior to the one year anniversary of the Effective Date of the Facility located in Carmel, New York) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan until Paid Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in Full at the following times and any Fiscal Year. Nothing contained in the following amounts:this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iiii) concurrently No later than 3 Business Days following the issuance or incurrence by any Loan Party or any of its Subsidiaries of (A) any Indebtedness (other than Permitted Indebtedness) or upon an Equity Issuance (other than any Excluded Equity Issuances, including, without limitation, clause (d) of the definition of Excluded Equity Issuances) or (B) any Specified Financing, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) No later than 3 Business Days following the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Extraordinary Receipts $250,000 in any Fiscal Year. (v) [Reserved.] (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards (other than proceeds of Revolver Priority Collateral) that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $2,500,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are reinvested in capital assets used or useful in the business of the Loan Parties which may (but are not required to) be a replacement, restoration or repair of the properties or assets in respect of which such Net Cash Proceeds were received, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent within forty-five (45) 10 Business Days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to reinvest in capital assets used or useful in the business or the Loan Parties or to replace, repair or restore properties or assets in respect of which such Net Cash Proceeds were received within a period specified in such certificate not to exceed 180 days after the end date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vii) Each Borrower shall immediately prepay the Revolving Loans of such Borrower at any time when the aggregate principal amount of all Revolving Loans of such Borrower plus the outstanding amount of all Letter of Credit Obligations of such Borrower exceeds the Borrowing Base of such Borrower, to the full extent of any such excess. On each Fiscal Quarter (commencing day that any Revolving Loans or Letter of Credit Obligations of a Borrower are outstanding, each such Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base of such Borrower calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations of such Borrower outstanding on such day. If at any time after each applicable Borrower has complied with the Fiscal Quarter ending September 30, 2008first sentence of this Section 2.05(c)(vii), the aggregate Letter of Credit Obligations of such Borrower is greater than the then current Borrowing Base of such Borrower, then such Borrower shall provide cash collateral to the Administrative Agent in an amount equal to fifty percent (50%) 103% of such excess, which cash collateral shall be deposited in the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, Letter of Credit Collateral Account and, thereafterprovided that no Event of Default shall have occurred and be continuing, in an amount equal returned to twenty-five percent (25%) such Borrower, at such time as the aggregate Letter of Credit Obligations of such Borrower plus the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding aggregate principal amount of all outstanding Revolving Loans of such Borrower no longer exceeds the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention then current Borrowing Base of any terms of this Agreementsuch Borrower.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts:#97100791v3 (i) concurrently [Reserved]. (ii) [Intentionally Omitted]. (iii) [Intentionally Omitted]. (iv) Within five (5) Business Days of delivery to the Agents and the Lenders of annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended on December 31, 2022 (or, if such financial statements are not delivered to the Agents on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), five (5) Business Days after the date such statements are required to be delivered to the Agents pursuant to Section 7.01(a)(ii)), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with clause (d) below in an amount equal to the result (if positive) of (1) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year, minus (2) the amount of any voluntary prepayments of the Term Loans made during such Fiscal Year. (v) Subject to clause (viii) below, within five (5) Business Days following any Permitted Disposition (other than a Disposition pursuant to clauses (b), (c), (d), (f), (g), (h), (i), (j) and (k) of the definition of “Permitted Disposition”) by any Loan Party or its Subsidiaries pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Permitted Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Permitted Dispositions $500,000 in any Fiscal Year. Nothing contained in this subsection (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (vi) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (vii) Subject to clause (viii) below, within two (2) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with clause (d) below an amount equal to 100% of such Extraordinary Receipts net of any reasonable expenses incurred in collecting such Extraordinary Receipts to the extent that the aggregate amount thereof received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $750,000 in any Fiscal Year. (viii) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Permitted Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or #97100791v3 condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(v) or Section 2.05(c)(vii), as the case may be, up to $1,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from any Disposition, in an amount equal all such Permitted Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds; and Proceeds and Extraordinary Receipts are used to acquire, replace, repair or restore properties or assets used in the Parent’s and its Subsidiaries’ business, provided that, (iiA) concurrently with no Event of Default has occurred and is continuing on the receipt by any Loan Party of any date such Person receives such Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parentor Extraordinary Receipts, (yB) management the Administrative Borrower delivers a certificate to the Administrative Agent within 30 days after the receipt of Parentsuch Net Cash Proceeds or Extraordinary Receipts resulting from such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds or Extraordinary Receipts shall be used to acquire, replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed two hundred and seventy (270) days after the date of receipt of such Net Cash Proceeds or Extraordinary Receipts (which certificate shall set forth estimates of the Net Cash Proceeds or Extraordinary Receipts to be so expended), (C) such Net Cash Proceeds or Extraordinary Receipts are deposited in an account of a Loan Party listed on Schedule 6.01(v) and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (z2) the occurrence of an Event of Default, such Net Cash Proceeds or Extraordinary Receipts, if not theretofore so used, shall be used to Persons that prepay the Obligations in accordance with Section 2.05(c)(v) or Section 2.05(c)(vii) as applicable. (ix) Within three (3) Business Days after receipt by the Borrowers of the date hereof hold equity proceeds of any Permitted Cure Equity pursuant to Section 9.02 in Parent; butrespect of any noncompliance with the financial covenants set forth in Section 7.03, without limitation the Borrowers shall prepay the outstanding principal amount of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity Loans in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of such Net Cash Proceeds; andproceeds. (iiix) within forty-five Within one (451) days Business Day after any initial public offering where the end Borrowers, or any direct or indirect parent of each Fiscal Quarter the Borrowers, receive net proceeds of at least $200,000,000 (commencing with for the Fiscal Quarter ending September 30avoidance of doubt, 2008), such proceeds shall be net of any related fees and expenses) the Borrowers shall prepay the Term Loans (or offer to prepay the Term Loans at par) in an amount equal to fifty percent (50%) the amount of such proceeds remaining after giving effect to the repurchase of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter▇▇▇▇▇▇▇▇▇ Preferred Equity; provided that, in an amount equal no event shall the prepayments required to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) abovebe made pursuant to this Section 2.05(c)(x), exceed $60,000,000 in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementaggregate.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the [Reserved]. (ii) No later than five (5) Business Days following receipt by any Loan Party of any Net Cash Proceeds from any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a) through (p) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Term Loan in accordance with ‎Section 2.05(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Term Loan) shall exceed for all such Dispositions $250,000 in any Fiscal Year. Nothing contained in this ‎Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with ‎Section 7.02(c)(ii). (iiiii) concurrently (A) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Term Loan in accordance with ‎Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith and (B) no later than five (5) Business Days following receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities Equity Issuance (other than equity securities that are issued to (xany Excluded Equity Issuances) Parentby any Loan Party or any of its Subsidiaries, (y) management of Parent, or (z) to Persons that as the Borrower shall prepay the outstanding amount of the date hereof hold equity Term Loan in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with ‎Section 2.05(d) in an amount equal to such 50% of the Net Cash Proceeds; andProceeds received by such Person in connection therewith. The provisions of this ‎Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iiiiv) within forty-No later than five (455) days after Business Days following receipt by any Loan Party or any of its Subsidiaries of the end Net Cash Proceeds of each Fiscal Quarter (commencing any Extraordinary Receipts, the Borrower shall prepay the outstanding principal of the Term Loan in accordance with the Fiscal Quarter ending September 30, 2008), ‎Section 2.05(d) in an amount equal to fifty percent (50%) 100% of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, received by such Person in connection therewith to the extent provided in and permitted by that the Black Forest Subordination Agreement, pay the then outstanding principal aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Black Forest Note Administrative Agent as a prepayment of the Term Loan) shall exceed for all such Extraordinary Receipts $250,000 in any Fiscal Year. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to ‎Section 2.05(c)(ii) or ‎Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from any remaining all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, until it is paid in full, (B) the Borrower delivers a certificate to the Administrative Agent within 7 days after which any remaining receipt of the Net Cash Proceeds of such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used by Borrower to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 90 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay further the Loan, to repay Senior Debt Obligations in accordance with ‎Section 2.05(c)(ii) or for any other corporate purpose not in contravention of any terms of this Agreement‎Section 2.05(c)(iv) as applicable.

Mandatory Prepayment. (a) Subject to Section 2.9.2(c), Borrower and Co-Borrower shall prepay prepay, first, the Loan Term A Loans until Paid in Full, second, the Term B Loans until Paid in Full (in each case in the inverse order of maturity to the remaining installments thereof), and third, the Revolving Loans until Paid in Full, at the following times and in the following amounts, in each case except as otherwise expressly provided in this Agreement: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and; (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to Section 7.11(a)) or the contemplated PIPE or any similar offering whether to Persons that as issuance of the date hereof hold equity in Parent or otherwise) Debt (other than Debt permitted by Section 7.1, in an amount equal to such Net Cash Proceeds; and; (iii) within forty-five (45) 90 days after the end of each Fiscal Quarter Year (commencing with the Fiscal Quarter ending September 30, 2008Year 2017), in an amount equal to fifty percent (50%) the ECF Percentage of the Excess Cash Flow earned during for such prior Fiscal Quarter, until Year; and (iv) concurrently with the receipt by any Loan is reduced in principal amount to $30,000,000, and, thereafterParty of any Extraordinary Receipts, in an amount equal to twentysuch Extraordinary Receipts. (b) If on any day the sum of (i) the Revolving Loans then outstanding plus (ii) the Stated Amount of the outstanding Letters of Credit exceeds the Revolving Loan Commitment, whether pursuant to a reduction of the Revolving Loan Commitment pursuant to Section 2.8.1 or otherwise, Borrower and Co-five percent Borrower shall immediately prepay Revolving Loans in an amount sufficient to eliminate such excess. (25%c) Notwithstanding Section 2.9.2(a), on each Monday during the term of the Revolving Loan Commitment and for so long as there are Revolving Loans outstanding, Borrower and Co-Borrower shall prepay the Revolving Loans until Paid in Full in an amount equal to the Excess Cash Flow earned during at the time of such prior Fiscal Quarterpayment. Notwithstanding clause (iiPayments pursuant to this Section 2.9.2(c) above, shall not result in a reduction in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Revolving Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementCommitment.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with If, during the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of period commencing on the date hereof hold equity in Parent; butand ending on June 30, without limitation 2016, the Investor places a bona fide purchase order with the Company for the purchase by Purchaser of 300 units of the foregoingMedCenter (as defined in the Amended POC Agreement) in accordance with Section 3.1(c)(ii) of the Amended POC Agreement (such order being the "Qualifying Order") and delivers the requisite deposit for such order, and for avoidance of any doubt, inclusive of any equity securities issued in each case pursuant to the contemplated PIPE or any similar offering whether to Persons that as terms of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and Amended POC Agreement (iii) within forty-five collectively, the "First Milestone"), then, for a period of not more than thirty (4530) days after following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) achievement of the Excess Cash Flow earned during such prior Fiscal QuarterFirst Milestone, until the Loan is reduced in principal amount Investor may deliver to the Company written demand for the prepayment of up to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) 5,000,000 of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of this Note plus interest accrued and unpaid thereon. The Company shall make such prepayment no more than ten (10) days following the Black Forest Company's receipt of the Investor's properly delivered written notice therefor. (ii) If the First Milestone is achieved, then, upon the completed installation of the 150th MedCenter unit ordered by the Investor pursuant to the Qualifying Order, the Investor may, within thirty (30) days following such installation, deliver to the Company written demand for the prepayment of up to $5,000,000 of the then outstanding principal amount of this Note from plus interest accrued thereon. For the avoidance of doubt, any remaining Net Cash Proceeds, until it is paid prepayments in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further connection with the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementSection 1(c)(ii): (X) shall be in addition to any prepayments pursuant to Section 1(c)(i) and (Y) shall be payable regardless of whether the Investor has made any previous demand for prepayment pursuant to Section 1(c)(i). The Company shall make such prepayment no more than ten (10) days following the Company's receipt of the Investor's properly delivered written notice therefor. (iii) In the event of a Change of Control, the outstanding principal amount of this Note, plus all accrued and unpaid interest, that has not otherwise been converted into equity securities pursuant to Section 4, shall be due and payable upon the closing of such Change of Control.

Mandatory Prepayment. Borrower (i) Within five Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2019, or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within five Business Days after such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall, if the Total Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is (A) greater than 2.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (1) 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) (other than payments of the Term Loan B made with proceeds of an Equity Issuance by any Loan Party) for such Fiscal Year, or (B) equal to or less than 2.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to (1) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) (other than payments of the Term Loan B made with proceeds of an Equity Issuance by any Loan Party) for such Fiscal Year; provided that no mandatory prepayment shall be made under this Section 2.05(c)(i) unless and until the Term Loan ECF Mandatory Prepayment Conditions (as defined in the Intercreditor Agreement) have been satisfied, and if and to the extent the Term Loan ECF Mandatory Prepayment Conditions would not be satisfied immediately after giving effect to all or a portion of such prepayment of the Loans otherwise required under this paragraph (but for this proviso) for any Fiscal Year (the prepayment of the Loans not required to be made on account of this proviso, the "ECF Deferred Portion"), then (x) the Borrowers shall not make such prepayment of the Loans up to the amount of the ECF Deferred Portion for such Fiscal Year and (y) not later than the tenth (10th) day after the delivery of the financial statements required under Section 7.01(a)(i) for any fiscal month, the Borrowers shall prepay the Loans up to the cumulative ECF Deferred Portion for all Fiscal Years that has not been previously prepaid pursuant to this clause (y), to the extent the Term Loan until Paid in Full at the following times and in the following amounts:ECF Mandatory Prepayment Conditions can be satisfied with respect to any such prepayment. (iii) concurrently Within five Business Days after any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f) or (g) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $500,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Within five Business Days after (A) the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or (B) an Equity Issuance (other than any Excluded Equity Issuances), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Within five Business Days after the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end 100% of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, received by such Person in connection therewith to the extent provided in and permitted by that the Black Forest Subordination Agreement, pay the then outstanding principal aggregate amount of Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid to the Black Forest Note from Administrative Agent as a prepayment of the Loans) shall exceed $250,000 in any remaining Net Cash ProceedsFiscal Year. (v) Notwithstanding the foregoing, until it is paid in full, after which any remaining with respect to Net Cash Proceeds may received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used by Borrower to prepay further the LoanObligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to repay Senior Debt $750,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds and Extraordinary Receipts are used to replace, repair or for any other corporate purpose restore properties or assets, or to acquire assets, used or useful in such Loan Party’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds or Extraordinary Receipts, (B) such proceeds are used by a Loan Party to replace, repair or restore properties or assets, or acquire assets, used or useful in such Person’s business and constituting (1) Revolving Loan Priority Collateral if the property or assets disposed of or subject to casualty or condemnation constituted Revolving Loan Priority Collateral, (2) Term Priority Collateral if the property or assets disposed of or subject to casualty or condemnation constituted Term Priority Collateral, or (3) Revolving Loan Priority Collateral and Term Priority Collateral (in a percentage determined in good faith by the Agents and the Revolving Loan Agent) if the property or assets sold or disposed of or subject to casualty or condemnation constituted both Revolving Loan Priority Collateral and Term Priority Collateral, (C) the Borrowers deliver a certificate to the Agents within 30 days after such Disposition or loss, destruction or taking, or receipt of Extraordinary Receipts, as the case may be, stating that such Net Cash Proceeds or Extraordinary Receipts shall be used to replace, repair or restore properties or assets, or acquire assets, used or useful in such Person's business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds or Extraordinary Receipts (which certificate shall set forth estimates of the Net Cash Proceeds or Extraordinary Receipts to be so expended), (D) such Net Cash Proceeds or Extraordinary Receipts are deposited in contravention an account subject to the dominion and control of the Collateral Agent, and (E) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Agents pursuant to clause (C) above or (2) the instruction by the Administrative Agent upon the occurrence and during the continuance of an Event of Default, such Net Cash Proceeds or Extraordinary Receipts, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable; (vi) The Administrative Borrower shall provide the Administrative Agent with written notice of any terms mandatory prepayment required under this Section 2.05(c) no later than 1:00 p.m. 5 Business Days prior to the date of this Agreementsuch mandatory prepayment. Such notice shall specify the applicable provision under Section 2.05(c) pursuant to which such mandatory prepayment is being made.

Mandatory Prepayment. Borrower (i) The Borrowers will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans are outstanding, the Borrowers shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans outstanding on such day. (ii) The Borrowers will immediately prepay the outstanding principal amount of the Term Loans in the event that the Total Revolving Credit Commitment is terminated for any reason. (iii) In the event that no Revolving Loans are then outstanding, the Borrowers will immediately prepay the Term Loans at any time when the aggregate principal amount of the Term Loans exceeds the Borrowing Base, to the full amount of such excess. Any payments required to be made under this subsection (iii) shall be applied as set forth in Section 2.05(d). (iv) Within ten (10) days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 6.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 26, 2004 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 6.01(a)(ii), ten (10) days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 6.01(a)(ii), the Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal to 65% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year. Any payments required to be made under this subsection (iv) shall be applied as set forth in Section 2.05(d). (v) Immediately upon any Disposition by any Loan until Paid Party or its Subsidiaries pursuant to Section 6.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the Loans in Full at an amount equal to 65% of the following times Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions since the Effective Date $250,000. Nothing contained in this subsection (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 6.02(c)(ii). Any payments required to be made under this subsection (v) shall be applied as set forth in Section 2.05(d). (vi) Upon the following amounts: issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d), (e), (g), (h), (i) concurrently with and (j) of the definition of Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock, the Borrowers shall prepay the outstanding amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. Any payments required to be made under this subsection (vi) shall be applied as set forth in Section 2.05(d). (vii) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to 65% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. Any payments required to be made under this subsection (vii) shall be applied as set forth in Section 2.05(d). (viii) Notwithstanding the foregoing, (A) in connection with a Disposition under Section 2.05(c)(v) or receipt of insurance proceeds or condemnation awards pursuant to Section 2.05(c)(vii), up to $500,000 in the case of a Disposition and $1,000,000 in the case of insurance proceeds or condemnation awards, each in the aggregate in any 12-month period of the Net Cash Proceeds; and (ii) concurrently with Proceeds from such Disposition and Extraordinary Receipts from such insurance proceeds or condemnation awards, as the receipt case may be, received by any Loan Party or any of its Subsidiaries in connection therewith shall not be required to be applied to the prepayment of the Loans on such date to the extent such proceeds are used to replace, repair or restore the properties or assets used in such Loan Party’s or any of its Subsidiaries’ business in respect of which such Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to or Extraordinary Receipts, as the case may be, were paid; provided that, (x) Parentno Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds or such Extraordinary Receipts, (y) management the Administrative Borrower delivers a certificate to the Agents within 5 days after such Disposition or 10 days after the date of Parentsuch loss, destruction or taking, as the case may be, stating that such proceeds shall be used to replace, repair or restore any such properties or assets to be used in such Loan Party’s or any of its Subsidiaries’ business within a period specified in such certificate not to exceed 90 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (z) such proceeds are deposited in an account subject to Persons that as a Control Agreement; and if all or any portion of such proceeds not so applied to the prepayment of the date hereof hold equity Loans are not used in Parent; butaccordance with the preceding sentence within the period specified in the relevant certificate furnished pursuant hereto or there shall occur a Default or Event of Default, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant such remaining portion shall be applied to the contemplated PIPE Loans as required by Section 2.05(c)(v) or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 20082.05(c)(vii), in an amount equal to fifty percent (50%) as applicable, on the last day of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) abovespecified period or immediately, in the event that Parent issues equity securities pursuant to the contemplated PIPE case of a Default or enters into any similar transaction involving the sale or exchange Event of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementDefault.

Mandatory Prepayment. Borrower shall prepay Except as restricted or as otherwise required -------------------- by the Loan until Paid Indentures or the Certificate of Designation, in Full at addition to the scheduled principal payments provided in Section 2.3 above, the following times amounts shall be paid to Lender and in shall be applied to prepay outstanding principal amount of the following amountsLoan: (ia) concurrently with the receipt by any Loan Party of any all Net Cash Proceeds from of the sale or issuance of equity by the Borrower or any Disposition, in an amount equal Restricted Subsidiary (excepting any issuance of equity pursuant to such a Plan or any other employee benefit plan); (b) all Net Cash ProceedsProceeds of any new borrowings by the Borrower or any Restricted Subsidiary in excess of Five Million Dollars ($5,000,000.00); (c) all Net Cash Proceeds of the sale or other disposition by Borrower or any Restricted Subsidiary of any assets having an aggregate fair market value in excess of Ten Million Dollars ($10,000,000.00) which proceeds are not reinvested or committed to reinvestment by the Borrower or any Restricted Subsidiary in productive assets used or usable in the business of the Borrower or any Restricted Subsidiary within 180 days after receipt thereof; andor (d) all insurance proceeds including, without limitation, any in-orbit and launch insurance proceeds in excess of Five Million Dollars ($5,000,000.00), which are not reinvested or committed to reinvestment by the Borrower or any Restricted Subsidiary in productive assets used or usable in the business of the Borrower or any Restricted Subsidiary within 180 days after receipt thereof. Any mandatory prepayment shall be applied to scheduled principal payments in reverse order of maturity. Notwithstanding the foregoing, the provisions of Section 3.2(c) above shall not apply to the sale or other disposition of assets (i) by the Borrower to a Restricted Subsidiary, (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant a Restricted Subsidiary to the contemplated PIPE Borrower or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after by a Restricted Subsidiary to another Restricted Subsidiary. In addition to the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) aboveforegoing, in the event that Parent issues equity securities pursuant any sale, spin-off, disposition or other transaction whereby Hughes Electronics Corporation will no longer beneficially own d▇▇▇▇▇▇y or indirectly at least fifty one percent (51%) of the Voting Stock shall have occurred, then the Loan and all accrued interest thereon and all other liabilities and obligations outstanding under this Agreement shall, thereupon, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, if not otherwise then due and payable, together with all reasonable costs and expenses (including breakage and funding costs and other costs in connection with the relending, reborrowing, funding or other employing of funds) incurred by the Lender as a result thereof, anything herein or in any other agreement, contract, indenture, document or instrument contained to the contemplated PIPE contrary notwithstanding. In the event that any such sale, spin-off, disposition or enters into any similar other transaction involving occurs whereby Hughes Electronics Corporation no longer beneficially owns direct▇▇ ▇▇ indirectly at least fifty-one percent (51%) of the sale or exchange Voting Stock, Borrower shall receive a refund of equity securitiesa portion of the facility fee paid in accordance with Section 2.5 above, debt or convertible debt in an amount determined on a prorata basis as of Parent subsequent to the Closing Date, after Borrowers have caused date of such prepayment by dividing the Loan to be reduced remaining number of full months in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted original loan term by the Black Forest Subordination Agreementnumber of full months in the original loan term, pay and multiplying the then outstanding principal quotient thereof by the amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementsaid facility fee.

Mandatory Prepayment. (i) Commencing on July 8, 2016, and on the fifth (5th) Business Day of each month thereafter prior to the earlier of the Initial Maturity Date and the initial drawing of the Tranche B Term Loans, the Borrower shall prepay the Loan until Paid principal amount of the Loans in Full at accordance with Section 2.05(d) in amount equal to 100% of the following times Excess Cash for the immediately preceding month. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (ii) On and in after the following amountsinitial drawing of the Tranche B Term Loans: (iA) concurrently if the Consolidated LTV on the last day of any fiscal quarter is greater than 0.75 to 1.00, then on the fifth (5th) Business Day after the end of such quarter, and on the fifth (5th) Business Day each month thereafter, the Borrower shall prepay the principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of Excess Cash for the immediately preceding month until Consolidated LTV is equal to or less than 75%; and (B) if the Project Subsidiary LTV on the last day of any fiscal quarter is greater than 0.65 to 1.00, then on the fifth (5th) Business Day after the end of such quarter, and on the fifth (5th) Business Day of each month thereafter, the Borrower shall prepay the principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of Excess Cash for the immediately preceding month until Project Subsidiary LTV is equal to or less than 65%; (iii) upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clause (a) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrower shall immediately prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition. Nothing contained in this Section 2.05(c)(iii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii) (iv) Upon (A) the incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith in accordance with Section 2.05(d). The provisions of this Section 2.05(c)(iv) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (v) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrower shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person. (iiivi) within forty-five After the expiration or termination of the Availability Period, if (45A) the Consolidated LTV is greater than 65% [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. and (B) Vivint Solar and its Subsidiaries cease to transfer Generation Systems to the Excluded Subsidiaries for more than 90 consecutive days after (the end "Suspension Period"), then on the fifth (5th) Business Day of the month immediately following the month in which such 90th day occurred, and on the fifth (5th) Business Day of each Fiscal Quarter (commencing month thereafter, the Borrower shall prepay the principal amount of the Loans in accordance with the Fiscal Quarter ending September 30, 2008), Section 2.05(d) in an amount equal to fifty percent (50%) 100% of the Excess Cash Flow earned during such prior Fiscal Quarterfor the immediately preceding month, until Vivint Solar and its Subsidiaries have originated Generation Systems in, or transferred Generation Systems to, the Loan is reduced Excluded Subsidiaries for two (2) consecutive fiscal quarters having an aggregate installed capacity in each such quarter of at least 50% of the aggregate average quarterly installed capacity for Generation Systems originated or transferred for the four fiscal quarters most recently ended prior to the Suspension Period. (vii) The Borrower shall prepay the entire outstanding principal amount balance of the Loans in accordance with Section 2.05(d) concurrently with any Change of Control that occurs on or prior to $30,000,000the initial drawing of the Tranche B Term Loans. (viii) If any Change of Control occurs after the initial drawing of the Tranche B Term Loans, and, thereafter, then each Lender shall have the right to require the Borrower to prepay all or any part of such Lender's Loans in an amount equal to twenty-five percent (25%A) 103% of the Excess Cash Flow earned during principal amount thereof if such Change of Control occurs on or prior Fiscal Quarterto the third anniversary of the Effective Date or (B) 101% of the principal amount thereof if such Change of Control occurs after the third anniversary of the Effective Date, plus accrued and unpaid interest, if any, to the date of prepayment. Notwithstanding clause The Borrower shall deliver written notice of such Change of Control to the Administrative Agent not later than ten (ii10) aboveBusiness Days prior to the occurrence of such Change of Control, stating the circumstances and relevant facts and financial information regarding such Change of Control and offering to prepay the Loans of each Lender in the amount specified above on the date the Change of Control occurs. On such date that the Change of Control occurs, the Borrower shall be obligated to prepay, in accordance with this Section 2.05(c)(viii) and Section 2.05(d), the event Loans of each Lender that Parent issues equity securities pursuant has delivered a written acceptance of the offer of prepayment not later than two (2) Business Days prior to the contemplated PIPE or enters into any similar transaction involving date the sale or exchange Change of equity securities, debt or convertible debt of Parent subsequent Control occurs. (ix) The Borrower shall give written notice to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to Administrative Agent not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, one (1) Business Day prior to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower prepayment pursuant to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.05(c). [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION.

Mandatory Prepayment. Borrower (a) Commencing for the Fiscal Year in which the Term Loans (as defined in the Senior Credit Agreement) in effect on the date hereof are paid in full, the Loan Parties shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), Notes in an amount equal to fifty percent (5050.0%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until (as determined by the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent Parties' audited annual financial statements) for each Fiscal Year payable within ten (25%10) days of the Excess Cash Flow earned during completion of the annual audited financial statements referred to in and required by Section 7.1(e)(i) for such prior Fiscal Quarterfiscal year which shall be applied to the outstanding principal balance of the Notes on a pro rata basis in the inverse order of maturity. Notwithstanding clause (ii) above, in In the event that Parent issues equity securities the financial statements are not so delivered within one hundred (100) days of the fiscal year end, then a calculation based upon estimated amounts shall be made by the Agent upon which calculation the Loan Parties shall make the prepayment required by this Section 3.5(a) within ten (10) days of receipt of such calculation, subject to adjustment when such financial statements are delivered to the Agent and the Purchasers as required hereby. The calculation made by the Agent shall not be deemed a waiver of any rights the Agent or the Purchasers may have as a result of the failure by the Loan Parties to deliver such financial statements. Notwithstanding any provision to the contrary, the prepayment fees otherwise calculated pursuant to Section 3.3 shall not be due and payable upon any prepayment permitted by this Section 3.5(a). (b) If any Loan Party incurs any Indebtedness except for Permitted Indebtedness or receives payments of insurance proceeds (other than proceeds used to repair or replace fixed assets of a Loan Party as permitted under the contemplated PIPE or enters into any similar transaction involving Senior Credit Agreement), then it shall apply 100% of the sale or exchange of equity securities, debt or convertible debt of Parent subsequent proceeds thereof to the Closing Date, after Borrowers have caused prepayment of (i) the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, Senior Debt to the extent provided in the Senior Credit Agreement or (ii) the Obligations on a pro rata basis in the following order and permitted by manner: first, to the Black Forest Subordination Agreementpayment of any and all unpaid charges, pay expenses and fees under the Purchase Documents, then outstanding to any unpaid interest (including PIK Interest) on the Notes, and then to the unpaid principal amount balance owed under the Purchase Documents, together with all prepayment fees in accordance with Section 3.3, such payment to be applied at such time as the Agent shall decide in its sole discretion. If any Loan Party receives any payment of proceeds under the Life Insurance, then it shall apply 100% of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid proceeds thereof to the prepayment of the Obligations on a pro rata basis in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loanfollowing order and manner: first, to repay Senior Debt or for any other corporate purpose not in contravention the payment of any terms of this Agreement.and all unpaid charges, expenses and fees under the Purchase Documents, then to any unpaid interest (including PIK Interest) on the Notes, and then to the unpaid principal balance owed under the Purchase Documents, such payment to be applied at such time as the Agent shall decide in its sole discretion;

Mandatory Prepayment. If Borrower shall prepay at any time receive the Loan until Paid in Full at the following times Termination Fee, Borrower shall promptly, and in any event within two (2) Business Days following Borrower’s receipt of the following amounts: (i) concurrently with Termination Fee, and in lieu of the receipt by any Loan Party of any Net Cash Proceeds from any Dispositionamounts payable under Section 2.11, deliver to Bank good funds in an amount equal to such Net Cash Proceeds; and (iii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during Termination Fee plus (ii) such prior Fiscal Quarteradditional portion of the Termination Fee, if any, that is necessary to fully pay the amounts described in clauses (A) and (B) of this Section 2.12, and which funds shall be applied as follows: (A) first, to pay any deferred amounts owing under the Loans, including any Required Amortization Payments and Deferred Required Principal Curtailment that were not paid on December 31, 2018 as a result of the deferral provisions of Section 2.11 until paid in full, (B) second, without duplication of the Loan is reduced payments required by clause (A) of this Section 2.12, the cumulative amount of all Cure Amounts that were not paid on September 30, 2018 and December 31, 2018 as a result of the deferral provisions of Section 2.11 or Section 10.5 until paid in full, which amounts shall be applied to the unpaid principal amount of the Term Loan which payment shall be applied to installments thereof in inverse order of their maturity until paid in full, (C) third, to reduce the outstanding principal balance of the Revolving Loans to not more than $30,000,000200,000, andand (D) fourth, thereafterto the extent the sum of the payments required by clauses (A), in an amount (B) and (C) of this Section 2.12 do not equal to twenty-five fifty percent (2550%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) aboveTermination Fee, in amounts to reduce the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding unpaid principal amount of the Black Forest Note from any remaining Net Cash Proceeds, Term Loan which payment shall be applied to installments thereof in inverse order of their maturity until it is paid in full. To the extent permitted by the foregoing sentence, after which amounts prepaid shall be applied to any remaining Net Cash Proceeds may be used by Borrower then outstanding LIBOR Advances with the shortest Interest Period remaining. No dispute or delay with respect to prepay the payment or collection of the Termination Fee will further delay the Loan, to repay Senior Debt or for any other corporate purpose not in contravention due date of any terms of payments required by this Agreement, including those required by Section 2.2 and Section 2.11. Failure to make the mandatory prepayments required by this Section 2.12 shall be an Event of Default.” 3.5 Section 8.3 of the Loan Agreement is hereby amended and restated to read in its entirety as follows:

Mandatory Prepayment. Borrower shall prepay the Loan Loans (in the order set forth in Section 2.6.3) until Paid paid in Full full at the following times and in the following amounts: (ia) concurrently with within ten (10) Business Days of the receipt by Parent, Borrower or any Loan Party Subsidiary of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and; (iib) concurrently with within ten (10) Business Days of the receipt by Parent, Borrower or any Loan Party Subsidiary of the proceeds of any Net Cash Proceeds from any sale or issuance of its equity securities any Debt (other than equity securities that are issued to (x) ParentPermitted Debt), (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to the proceeds received by Parent, Borrower or any Subsidiary of such Net Cash ProceedsDebt minus all reasonable and customary underwriting commissions, legal, investment banking, underwriting, brokerage, accounting and other professional fees, sales commissions and disbursements and all other reasonable fees, expenses and charges, in each case, actually incurred in connection with such sale or issuance of Debt; and (iiic) within forty-five (45) 150 days after the end of each Fiscal Quarter Year (commencing with the Fiscal Quarter Year ending September 30December 31, 20082018), in an amount equal to fifty percent (50%A) of the ECF Percentage times Excess Cash Flow earned during for such prior Fiscal Quarter, until Year minus (B) the Loan is reduced in principal amount sum of (i) any mandatory prepayment required to $30,000,000, and, thereafter, in an amount equal be made with respect to twenty-five percent (25%such Fiscal Year pursuant to Sections 2.6.2(a) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause or 2.6.2(b) and (ii) above, in any voluntary prepayments of the event that Parent issues equity securities Loans pursuant to Section 2.6.1 during such period. Borrower shall give written notice or telephonic notice (followed promptly by written confirmation thereof) to Lender not later than 1:00 p.m. Minneapolis time at least seven (7) Business Days prior to each mandatory prepayment pursuant to this Section 2.6.2. Lender may reject all or a portion of any mandatory prepayment (such declined amounts, the contemplated PIPE or enters into any similar transaction involving the sale or exchange “Declined Proceeds”) of equity securitiesLoans required to be made pursuant to this Section 2.6.2 by providing written notice (each, debt or convertible debt of Parent subsequent a “Rejection Notice”) to the Closing Date, Borrower no later than 5:00 p.m. five (5) Business Days after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 date of Lender’s receipt of notice regarding such prepayment. Each Rejection Notice from a given Lender shall specify the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from mandatory repayment of Loans to be rejected by Lender. If Lender fails to deliver a Rejection Notice within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Loans to be rejected, any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. Any Declined Proceeds shall be retained by the Borrower or may be used by Borrower applied pursuant to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.6.1.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently If, at any time, (A) the sum of the outstanding principal amount of the Advances on such date plus the Letter of Credit Usage on such date exceeds (B) the Credit Amount (such excess being referred to as the “Credit Amount Excess”), then Borrower shall immediately prepay the Advances and cash collateralize the Letters of Credit in accordance with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, clause (iv) below in an aggregate amount equal to such Net Cash Proceeds; andthe Credit Amount Excess. (ii) concurrently with If Borrower or any Material Subsidiary at any time or from time to time makes or agrees in writing to make an Asset Sale, then (A) Borrower shall promptly notify Lender of such proposed Asset Sale (including the receipt by any Loan Party amount of any the estimated Net Cash Proceeds from any issuance of its equity securities to be received in respect thereof) and (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iiiB) within forty-five two (452) days Business Days after such Asset Sale, Borrower shall, absolutely and unconditionally without notice or demand, prepay the end Advances and cash collateralize the Letters of each Fiscal Quarter Credit in accordance with clause (commencing with the Fiscal Quarter ending September 30, 2008), v) below in an amount equal to fifty percent (50%) of such Net Cash Proceeds. (iii) Within two (2) Business Days after any Debt Issuance by Borrower or any Material Subsidiary, Borrower shall, absolutely and unconditionally without notice or demand, prepay the Excess Cash Flow earned during such prior Fiscal Quarter, until Advances and cash collateralize the Loan is reduced Letters of Credit in principal amount to $30,000,000, and, thereafter, accordance with clause (v) below in an amount equal to twenty-five percent one hundred (25100%) percent of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromreceived in connection with such Debt Issuance. (iv) Each prepayment pursuant to clause (i) above shall, Borrowers shall(A) so long as no Application Event shall have occurred and be continuing, be applied, first, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, Advances until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loanand second, to repay Senior Debt or for any other corporate purpose not cash collateralize the Letters of Credit in contravention an amount equal to 105% of any terms the then extant Letter of this AgreementCredit Usage, and (B) if an Application Event shall have occurred and be continuing and Lender shall have so elected, be applied in the manner set forth in Section 2.01(d)(iv). (v) Each prepayment pursuant to clauses (ii) – (iii) above shall, (A) so long as no Application Event shall have occurred and be continuing, be applied, first, to the outstanding principal amount of the Advances until paid in full (with a corresponding permanent reduction in the Maximum Revolver Amount), and second, to cash collateralize the Letters of Credit in an amount equal to 105% of the then extant Letter of Credit Usage (with a corresponding permanent reduction in the Maximum Revolver Amount), and (B) if an Application Event shall have occurred and be continuing and Lender shall have so elected, be applied in the manner set forth in Section 2.01(d)(iv).

Mandatory Prepayment. Borrower (i) Within ten (10) days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2004, or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), ten (10) days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii), the A Borrowers shall prepay the outstanding principal amount of the Term Loan until Paid A in Full at an amount equal to 50% of the following times Excess Cash Flow for such Fiscal Year. Any payments required to be made under this paragraph (c)(i) shall be applied as set forth in Section 2.05(d). (ii) Immediately upon any Disposition by any Loan Party or its Subsidiaries (other than Excluded Persons) pursuant to Section 7.02(c)(ii)(B) or (C) or Section 7.02(c)(iv), the A Borrowers shall prepay the outstanding principal amount of the Term Loan A in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Term Loan A) shall exceed for all such Dispositions since the Effective Date $500,000, provided that, in the following amounts:case of the Disposition permitted under Section 7.02(c)(iv), $1,250,000 of the Net Cash Proceeds from such Disposition received by SMC shall not be required to be so prepaid to the extent (A) such proceeds are applied to purchase other assets used in SMC's business if SMC delivers a certificate to the Administrative Agent within 30 days of such event stating that such proceeds shall be applied to purchase other assets to be used in SMC's business within a period specified in such certificate not to exceed 180 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (B) such proceeds are deposited in a deposit account subject to a Control Agreement but shall be disbursed to SMC from time to time upon presentation to the Administrative Agent of a purchase order, invoice or similar document evidencing the purchase of such assets. If all or any portion of such proceeds not so applied to the prepayment of the Term Loan A are not so used within the period specified in the relevant certificate furnished pursuant hereto (not to exceed 180 days), such remaining portion shall be applied to prepay the outstanding principal of the Term Loan A on the last day of such specified period. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may apply such proceeds to the prepayment of the Term Loan A. Nothing contained in this subsection (ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c). Any payments required to be made under this paragraph (c)(ii) shall be applied as set forth in Section 2.05(d). (iiii) concurrently with Upon the issuance or incurrence by any Loan Party (other than MHI) or any of its Subsidiaries (other than Excluded Persons) of any Subordinated Indebtedness, or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (other than shares issued by MHI pursuant to Section 7.02(h)), the A Borrowers shall prepay the outstanding amount of the Term Loan A in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. Any payments required to be made under this paragraph (c)(iii) shall be applied as set forth in Section 2.05(d). (iv) Upon the receipt by any Loan Party or any of its Subsidiaries (other than Excluded Persons) of any Net Cash Proceeds from any DispositionExtraordinary Receipts, the A Borrowers shall prepay the outstanding principal of the Term Loan A in an amount equal to 100% of such Net Cash Proceeds; Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts and , in the case of any Extraordinary Receipts comprising insurance proceeds, net of the amount of such proceeds required to be paid to a Person holding a first priority, Permitted Lien on the assets to which such proceeds relate, provided that, except during the continuance of an Event of Default, up to $500,000 of Extraordinary Receipts comprising insurance proceeds received by such Persons during any Fiscal Year shall not be required to be so prepaid on the date such proceeds are received by such Loan Party to the extent (iiA) concurrently with such proceeds are used to replace or restore the properties or assets used in such Person's business in respect of which such proceeds were paid if the Administrative Borrower delivers a certificate to the Administrative Agent within 30 days of such event stating that such proceeds shall be used to replace or restore any such properties or assets to be used in such Person's business within a period specified in such certificate not to exceed 180 days after the receipt by any of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (B) such proceeds are deposited in a deposit account subject to a Control Agreement but shall be disbursed to the applicable Loan Party from time to time upon presentation of a purchase order, invoice or similar document evidencing the purchase of such replacement assets. If all or any Net Cash Proceeds from any issuance portion of its equity securities (other than equity securities that are issued such proceeds not so applied to (x) Parent, (y) management of Parent, or (z) to Persons that as the prepayment of the date hereof hold equity Term Loan A are not so used within the period specified in Parent; butthe relevant certificate furnished pursuant hereto (not to exceed 180 days), without limitation such remaining portion shall be applied to prepay the outstanding principal of the Term Loan A on the last day of such specified period. Notwithstanding the foregoing, upon the occurrence and for avoidance during the continuance of any doubtan Event of Default, inclusive of any equity securities issued pursuant the Administrative Agent may apply such proceeds to the contemplated PIPE or any similar offering whether to Persons that as prepayment of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Term Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan A. Any payments required to be reduced made under this paragraph (c)(iv) shall be applied as set forth in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.05(d).

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full (a) If at the following times and in end of any fiscal year of Borrower, commencing with the following amounts: fiscal year ending December 31, 2007, (i) concurrently with the receipt by any Total Leverage Ratio is less than 2.00 to 1.00, the Real Estate Term Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal shall be subject to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, mandatory prepayment in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during for such prior Fiscal Quarter. Notwithstanding clause fiscal year, and (ii) abovethe Total Leverage Ratio is equal to or greater than 2.00 to 1.00, the Real Estate Term Loan shall be subject to mandatory prepayment in an amount equal to fifty percent (50%) of Excess Cash Flow for such fiscal year. Such mandatory prepayments shall be due and payable on that day which is one hundred twenty (120) days following the last day of each fiscal year of Borrower and shall be applied to the remaining principal payments due on the Real Estate Term Loan in inverse order of their maturities. (b) The Real Estate Term Loan shall be subject to mandatory prepayment in an amount equal to one hundred percent (100%) of the insurance, condemnation or other proceeds received in connection with any casualty event, condemnation or other loss suffered by Borrower or any Subsidiary (“Event Proceeds”); provided, however, that (i) if such Event Proceeds are less than or equal to $500,000.00, no mandatory prepayment shall be required, such Event Proceeds shall be paid to Borrower, and Borrower shall use such Event Proceeds to repair or restore the assets which gave rise to such Event Proceeds, and (ii) if such Event Proceeds are greater than $500,000.00, Agent may determine that no mandatory prepayment is to be required and that such Event Proceeds are to be paid to Borrower, and, in such event, Borrower shall use such Event Proceeds to repair or restore the event assets which gave rise to such Event Proceeds. Such mandatory prepayments shall be due on that Parent issues equity securities pursuant date which is ten (10) days following the date on which Borrower or Agent receives any such Event Proceeds and shall be applied to the contemplated PIPE or enters into remaining principal payments due on the Real Estate Term Loan in inverse order of their maturities. (c) The Real Estate Term Loan shall be subject to mandatory prepayment in an amount equal to one hundred percent (100%) of the net proceeds of any similar transaction involving the sale or exchange other disposition of equity securitiesassets of Borrower or any Subsidiary (“Net Proceeds”); provided, debt however, that (i) if the aggregate amount of the Net Proceeds of all such sales or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not dispositions during any calendar year is less than $30,000,000 from 250,000.00, no mandatory prepayment shall be required, (ii) if (A) the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal aggregate amount of the Black Forest Note Net Proceeds of all such sales or dispositions during any calendar year is equal to or greater than $250,000.00 but less than $1,000,000.00, and (B) Borrower acquires replacement assets having a cost at least equal to such Net Proceeds in which Agent has a first priority Lien, no mandatory prepayment shall be required, and (iii) if the aggregate amount of the Net Proceeds of all such sales or dispositions during any calendar year is equal to or greater than $1,000,000.00, Agent may determine that no mandatory prepayment is to be required if Borrower acquires replacement assets having a cost at least equal to such Net Proceeds in which Agent has a first priority Lien. Any such mandatory prepayments shall be due on that date which is ten (10) days following the date on which Borrower or Agent receives any such Net Proceeds which results in the obligation to make a mandatory prepayment, and shall be applied to the remaining principal payments due on the Real Estate Term Loan in inverse order of their maturities. Notwithstanding any provision of this Agreement or any Loan Document to the contrary, Borrower or any Subsidiary may sell or convey its assets, other than the assets described in the Pledge Agreements, free and clear of the Liens created by the Loan Documents, provided that any such sale or conveyance is subject to the provisions of, and in accordance with, this Section 3.5(c). (d) The Real Estate Term Loan shall be subject to mandatory prepayment in an amount equal to one hundred percent (100%) of the net proceeds from any remaining Net Cash Proceedsissuance of debt securities, until it is paid in full, after which excluding (i) any remaining Net Cash Proceeds may be used proceeds from any issuance by Borrower to prepay further of equity securities and (ii) cash proceeds used in conjunction with any acquisition; provided however, that the Loan, to repay Senior Debt or Subordinated Note shall not constitute debt securities for any other corporate purpose not in contravention of any terms purposes of this AgreementSection 3.5(d). Such mandatory prepayments shall be due on the date on which such debt securities are issued and shall be applied to the remaining principal payments due on the Real Estate Term Loan in inverse order of their maturities.

Mandatory Prepayment. Borrower (i) Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ending December 31, 2018 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to the following times result of (1) 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year (or, if the Leverage Ratio of the Parent and its Subsidiaries for the applicable Fiscal Year is less than 1.25:1.00, 50% of Excess Cash Flow of Parent and its Subsidiaries for such Fiscal Year) minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year (and, in the following amounts:case of payments made by the Borrowers pursuant to Section 2.05(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments) for such Fiscal Year. For purposes of this Section 2.05(c)(i), all calculations made with respect to the Fiscal Year ending December 31, 2018, shall take into account the results of operations of the Parent and its Subsidiaries for the period beginning on the Effective Date and ending on December 31, 2018. (iii) concurrently Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (j) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $3,000,000 for all such Dispositions during the term of this Agreement. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to the Net Cash Proceeds received by such Person in connection therewith to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $250,000 for all such Extraordinary Receipts during the term of this Agreement. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $2,000,000 during the term of this Agreement of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to acquire, improve, replace, repair or restore properties or assets (other than current assets) useful in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent on the date of receipt of such Net Cash Proceeds stating that such Net Cash Proceeds shall be used to acquire, improve, replace, repair or restore properties or assets (other than current assets) useful in such Person’s business within forty-five (45) a period specified in such certificate not to exceed 365 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), Borrowers shall(C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the extent provided in and permitted by Administrative Agent pursuant to clause (B) above or (2) the Black Forest Subordination Agreementoccurrence of a Default or an Event of Default, pay the then outstanding principal amount of the Black Forest Note from any remaining such Net Cash Proceeds, until it is paid in fullif not theretofore so used, after which any remaining Net Cash Proceeds may shall be used by Borrower to prepay further the Loan, to repay Senior Debt Obligations in accordance with Section 2.05(c)(ii) or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.05(c)(iv) as applicable.

Mandatory Prepayment. (a) Subject to the second succeeding sentence, the Borrower shall prepay the Loan until Paid Bridge Loans ratably in Full at accordance with the following times and in aggregate outstanding principal balances thereof, with the following amounts: Net Cash Proceeds of: (i) concurrently with any direct or indirect public offering or private placement of the receipt by Debt Securities, or any Loan Party debt or equity securities of the Borrower or the Parent, or any Subsidiary of the Borrower issued after the Closing Date (other than the securities listed on Schedule 2.4 hereto), (ii) the incurrence of any Net Cash Proceeds from other Indebtedness by the Borrower or the Parent, or any DispositionSubsidiary of the Borrower after the Closing Date and (iii) any Asset Sale by the Borrower or the Parent, or any Subsidiary of the Borrower after the Closing Date (other than an Asset Sale permitted under Section 4.10 and subject to the requirements of the indentures of the Borrower and the Diamond Indentures, in each case, in existence as of the date hereof) (each of the transactions in the foregoing clauses (i), (ii) and (iii), a "Capital Markets Transaction"). With respect to any securities the net proceeds of which are used to redeem the Borrower's 9.9% Preferred Stock, Series A and/or the Borrower's 9.9% Preferred Stock, Series B (as described on Schedule 2.4 attached hereto), on the date that such securities are issued, the Borrower shall prepay the Bridge Loans in accordance with this Section 2.4 in an amount equal to the net proceeds used or to be used to redeem the Borrower's 9.9% Preferred Stock, Series A and/or the Borrower's 9.9% Preferred Stock, Series B. The Bridge Loans prepaid by the Borrower in accordance with this Section 2.4 shall be paid in the following order of priority: first, the Series C Bridge Loans, second, the Series B Bridge Loans, and third, the Series A Bridge Loans. Subject to Section 2.6 and Section 2.7, the Borrower shall, not later than the fifth Business Day following any Capital Markets Transaction, apply such Net Cash Proceeds; and (ii) concurrently with Proceeds or excess available cash to prepay the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued Bridge Loans pursuant to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; butthis Section 2.4, without limitation of the foregoingpremium or penalty, and for avoidance of any doubt, inclusive of any equity securities issued pursuant by paying to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in each Lender an amount equal to 100% of such Net Cash Proceeds; andLender's pro rata share of the aggregate principal amount of the Bridge Loans to be prepaid, plus accrued and unpaid interest thereon to the Prepayment Date. (iiib) within forty-five (45) days after the end of each Fiscal Quarter (commencing Subject to and in accordance with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) aboveSection 4.13, in the event that Parent issues equity securities of any Change of Control, the Borrower shall offer to prepay the Loans pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementSection 4.13.

Mandatory Prepayment. Borrower (i) Immediately upon any Disposition (including all Dispositions of real property and fixtures but excluding Dispositions of assets (other than real property and fixtures) which qualify as Permitted Dispositions under clauses (a) and (c)-(m) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers (through the Administrative Borrower), shall prepay the outstanding principal amount of the Working Capital Loans (to the extent required by the terms of the Working Capital Credit Agreement) and the Loans in accordance with Section 2.05(c) in an amount equal to (A) 100% of the Net Cash Proceeds received by such Person in connection with such Disposition of real property and (B) 100% of the Net Cash Proceeds received by such Person in connection with such other Dispositions to the extent that the aggregate amount of Net Cash Proceeds received by all Loan until Paid Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such other Dispositions $2,500,000 in Full at the following times and any Fiscal Year with such prepayment to be in the following amounts:amount by which such Net Cash Proceeds exceed $2,500,000 for such Fiscal Year unless an Event of Default has occurred any is continuing (in which case such prepayment shall be in an amount equal to 100% of the Net Cash Proceeds including the initial $2,500,000 of proceeds). Nothing contained in this Section 2.05(b)(i) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). For the avoidance of doubt, it is hereby understood and agreed that 100% of the Net Cash Proceeds received by any Loan Party or its Subsidiaries from a Disposition of real property or fixtures shall be used to prepay the Loans in accordance with Section (iii) concurrently Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrowers (through the Administrative Borrower), shall prepay the outstanding amount of the Loans in accordance with Section 2.05(c) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(b)(ii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iii) Within two (2) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers (through the Administrative Borrower), shall prepay the outstanding principal of the Working Capital Loans (to the extent required by the terms of the Working Capital Credit Agreement and the Intercreditor Agreement) and thereafter the Loans in accordance with Section 2.05(c) with such prepayment to be in the amount by which Net Cash Proceeds from Extraordinary Receipts exceed $4,000,000 in the aggregate for such Fiscal Year unless an Event of Default has occurred any Disposition, is continuing (in which case such prepayment shall be in an amount equal to 100% of the Net Cash Proceeds including the initial $4,000,000 of proceeds). (iv) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition (other than a Disposition of real property) or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Working Capital Loans and the Loans pursuant to Section 2.05(b)(i) or Section 2.05(b)(iii), as the case may be, up to $5,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Loans to the extent that such Net Cash Proceeds are used to replace, repair, restore or otherwise acquire properties or assets (other than current assets) used in such Person's business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiB) concurrently with the receipt by any Loan Party of any Administrative Borrower delivers a certificate to the Administrative Agent within five (5) Business Days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds from any issuance of its equity securities shall be used to replace, repair, restore or otherwise acquire properties or assets (other than equity securities current assets) used in such Person's business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement or used to temporarily reduce the outstanding principal amount of the Working Capital Loans (so long as such reduction is accompanied by the establishment by the Working Capital Agent of a reserve against the Working Capital Borrowing Base in the amount of such reduction), and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Working Capital Loans and the Loans in accordance with Section 2.05(b)(i) or Section 2.05(b)(iii) as applicable. (v) Notwithstanding anything to the contrary contained in Section 2.05(b)(i) or (iv), to the extent attributable to a Disposition by a Subsidiary or an Extraordinary Receipt received by a Subsidiary, that are issued is, in either case, a Foreign Subsidiary, and in any such case a Restricted Payment or other distribution to a Borrower is required (notwithstanding the Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Payment or other payment) in connection with such prepayment (or portion thereof), no prepayment (or a portion thereof) required under Section 2.05(b)(i) or (iv) shall be made if (x) Parent, Borrower or any Subsidiary could reasonably be expected to incur a material liability in respect of Taxes (including any withholding tax) in connection with making such Restricted Payment or other distribution or (y) management of Parent, or (z) to Persons that as of making such Restricted Payment would be prohibited by applicable law. Notwithstanding anything in the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant preceding sentence to the contemplated PIPE contrary, in the event the limitations or restrictions described therein cease to apply to any similar offering whether such required prepayment or in the event and to Persons the extent that as of any such Restricted Payment or other distribution has been made to any Loan Party, the date hereof hold equity in Parent or otherwise) Borrowers (through the Administrative Borrower), shall make such prepayment in an amount equal to the amount of such Net Cash Proceeds; and (iii) within forty-five (45) days after prepayment previously required to have been made without having given effect to such limitations or restrictions less the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from by which the Net Cash Proceeds therefrom, Borrowers shall, to from the extent provided applicable Disposition or Extraordinary Receipt were previously used for the repayment of Indebtedness in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementaccordance with Section 2.05(c) hereof.

Mandatory Prepayment. (i) Within 10 days after delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2005 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), 10 days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii), the Borrower shall prepay the outstanding principal amount of the Term Loan until Paid in Full at an amount equal to the following times Applicable Excess Cash Flow Prepayment Percentage of the Excess Cash Flow of the Borrower and its Subsidiaries for such Fiscal Year. (ii) Immediately upon receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries other than a Permitted Disposition (other than a Permitted Disposition of the type described in clauses (b) and (c) of the definition of Permitted Disposition), the Borrower shall prepay the outstanding principal amount of the Term Loan in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition; provided, however, that, if the completion of Exempt Foreign Dispositions shall have permitted Borrower to pay dividends on common shares of its Capital Stock pursuant to Section 7.02(s)(iii), then notwithstanding any provision contained in this Section 2.05(c)(ii) to the contrary, Borrower shall prepay the outstanding principal amount of the Term Loan in an amount equal to (A) 100% of the Net Cash Proceeds received by the Subsidiaries of Borrower from such Foreign Exempt Dispositions, less (B) the aggregate amount of the dividends actually paid in the following amounts:fiscal quarter ending March 31, 2005 by Borrower on the common shares of its Capital Stock in accordance with Section 7.02(s)(iii). Nothing contained in this clause (ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition. (iiii) concurrently Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d), (e), and (f) of the definition of Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock, the Borrower shall prepay the Term Loan in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith; provided that in the case that the aggregate amount of Net Cash Proceeds from such sale or issuance is less than $5,000, the Borrower shall hold such Net Cash Proceeds until the earlier of (A) the next succeeding prepayment under this Section 2.05(c), or (B) when such amount of Net Cash Proceeds, when aggregated with other Net Cash Proceeds from subsequent sales or issuances of such Capital Stock, exceeds $5,000, at which time Borrower shall prepay all such Net Cash Proceeds. The provisions of this subsection (iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from Extraordinary Receipts in excess of the first $25,000 of such Extraordinary Receipts received in any DispositionFiscal Year, the Borrower shall prepay the outstanding principal of the Term Loan in an amount equal to 100% of such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party Extraordinary Receipts, net of any Net Cash Proceeds from customary and reasonable expenses (including, without limitation, any issuance attorney, accountant or other professional fees) incurred in collecting such Extraordinary Receipts; provided, however, that, if the Borrower’s receipt of United States federal income tax refunds attributable to its fiscal year ended December 31, 2004 shall have permitted Borrower to pay dividends on common shares of its equity securities (other than equity securities that are issued Capital Stock pursuant to (x) ParentSection 7.02(s)(iv), (y) management of Parent, or (zthen notwithstanding any provision contained in this Section 2.05(c)(iv) to Persons that as the contrary, Borrower shall prepay the outstanding principal amount of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) Term Loan in an amount equal to such Net Cash Proceeds; and (iiiA) within forty-five (45) days after the end 100% of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromreceived by Borrower from all such United States federal income tax refunds, Borrowers shall, to less (B) the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal aggregate amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is dividends actually paid in fullthe fiscal quarter ending June 30, after which 2005 by Borrower on the common shares of its Capital Stock in accordance with Section 7.02(s)(iv). Any payments required to be made under this Section 2.05(c)(iv) shall be applied as set forth in Section 2.05(d); provided, however, that so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may, on or prior to the date of any remaining Net Cash Proceeds may insurer’s payment of the proceeds of Extraordinary Receipts in the form of proceeds of insurance, by written notice to the Agents, request that the amount of the required prepayment, as set forth in this Section 2.05(c)(iv), not occur at such time and that such proceeds instead be used by to repair, replace or restore the casualty which precipitated receipt of such proceeds of insurance, with such notice setting forth in particular the proposed usage of such proceeds of insurance. If such notice is timely given and if, in the reasonable judgment of the Collateral Agent, the Loan Parties have Cash and Cash Equivalents and/or casualty and business interruption insurance proceeds in amounts sufficient to ensure that Borrower will be able to prepay further make payment as and when due of the LoanObligations that will be payable during the period of repair, replacement, or restoration, the Collateral Agent shall notify the applicable insurer to repay Senior Debt permit payment of such proceeds to Borrower, and Borrower shall be relieved of its obligation to make such mandatory prepayment at such time. If, within 270 days after the date of the Borrower’s receipt of the proceeds of such Extraordinary Receipts, the Borrower provides the Administrative Agent reasonably detailed reporting indicating that the Borrower has invested all or for a portion of such proceeds in assets used or useful in the business of the Borrower as it exists as of the date hereof, then the required prepayment shall be reduced on a dollar-for-dollar basis with the amount of the proceeds so invested; provided further, however, that if, on such 270th day all or any other corporate purpose portion of such proceeds have not in contravention been so invested, the portion remaining shall be used to make the required prepayment (as set forth above) as of any terms of this Agreementsuch 270th day.

Mandatory Prepayment. Borrower (i) Commencing with the fiscal year ending December 31, 2023, Borrowers shall prepay the outstanding amount of the Term Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net (i) the Applicable ECF Percentage of Excess Cash Proceeds; and Flow for each fiscal year minus (ii) concurrently with the receipt by any Loan Party aggregate amount of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as optional prepayments of the date hereof hold equity in Parent; but, without limitation Term Loans and optional prepayments of the foregoingRevolving Advances and/or FILO Advances (in each case, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as extent accompanied by a permanent reduction of the date hereof hold equity in Parent or otherwiseRevolving Commitments) in an amount equal each case, actually made during such fiscal year, payable upon delivery of the financial statements to Agent referred to in and required by Section 9.7 for such Net Cash Proceeds; and fiscal year but in any event not later than one hundred twenty (iii) within forty-five (45120) days after the end of each Fiscal Quarter (commencing with such fiscal year. In the Fiscal Quarter ending September 30event that the financial statements referred to above are not so delivered, 2008then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrowers shall make the prepayment required by this Section 2.20(a), subject to adjustment when the financial statement is delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statements. (ii) Not later than ten (10) Business Days following receipt by any Loan party of any Net Cash Proceeds of any casualty or condemnation event or disposition (other than a Permitted Disposition under clauses (a) through (f), (h) through (k), (n), (o) or (r) of the definition thereof), in each case in respect of the Collateral, Borrowers shall prepay or cause to be prepaid the outstanding principal amount of the Obligations in accordance with clause (c) below; provided, so long as no Event of Default or Cash Dominion Trigger Period shall have occurred and be continuing from the date of such casualty or condemnation event or such disposition through the date of such usage, the Borrowers shall have the option, directly or through one or more of their Subsidiaries, to reinvest such Net Cash Proceeds within twelve (12) months of receipt thereof (or, if later, 120 days after the date that a Loan Party or Subsidiary has entered into a binding commitment to reinvest such Net Cash Proceeds prior to the expiration of such twelve (12) month period) in assets useful to the business of the Loan Parties and their Subsidiaries. Nothing contained in this Section 2.20(b)(ii) shall permit any Loan Party or any of its Subsidiaries to make a disposition of any property other than in accordance with Section 7.1. (iii) Promptly upon the issuance or incurrence by any Borrower or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with clause (c) below in an amount equal to fifty one hundred percent (50100%) of the Excess Net Cash Flow earned during Proceeds received by such prior Fiscal QuarterPerson in connection therewith. The provisions of this Section 2.20(b) shall not be deemed to be implied consent to any such issuance, until incurrence or sale otherwise prohibited by the Loan is reduced terms and conditions of this Agreement. (iv) Promptly upon the issuance of any Equity Interests in connection with an exercise of the Cure Right, Borrowers shall prepay the outstanding principal amount to $30,000,000, and, thereafter, of the Obligations in accordance with clause (c) below in an amount equal to twenty-five one hundred percent (25100%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, received by such Person in connection therewith. The provisions of this Section 2.20(b) shall not be deemed to the extent provided in and permitted be implied consent to any such issuance otherwise prohibited by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms and conditions of this Agreement.

Mandatory Prepayment. Borrower (i) Within ten (10) days of delivery to the Agent and the Lenders of financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agent and the Lenders of the financial statements for the fiscal quarter ended July 31, 2003, or, if such financial statements are not delivered to the Agent and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), ten (10) days after the date such statements are required to be delivered to the Agent and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Loans, ratably, in Full at an amount equal to 65% of the following times Excess Cash Flow of the Parent and its Subsidiaries for such fiscal quarter less the aggregate principal amount of all voluntary prepayments of the Loans during such fiscal quarter; provided, however, the Borrowers may reduce the amount of Excess Cash Flow applied to prepay the Loans or, if applicable, fail to make such prepayment pursuant to this Section 2.05(b)(i) if such reduction or failure, as the case may be, is required in order for the following amounts:Borrowers to comply with the terms of Section 8.13(b) of the Revolving Credit Agreement (as such Section and the defined terms used therein exist on the date hereof). (iii) concurrently Within 30 days after any Disposition by any Loan Party or its Subsidiaries pursuant to Section 7.02(d), the Borrowers shall prepay the outstanding principal amount of the Loans, ratably, in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition but only to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Agent as a prepayment of the Loans) shall exceed for all such Dispositions $100,000 during any Fiscal Year. Nothing contained in this subsection (ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance Section 7.02(d). (iii) Within 30 days after the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts (other than Extraordinary Receipts comprising insurance proceeds) in an aggregate amount greater than $100,000 or Extraordinary Receipts comprising insurance proceeds in an aggregate amount greater than $250,000, in each case since the Effective Date, the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to 100% of such Net Cash Proceeds; and Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, provided that Extraordinary Receipts comprising insurance proceeds shall not be required to be so prepaid on the date such proceeds are received by such Loan Party to the extent that (iiA) concurrently with within 60 days from its receipt of such proceeds, such Loan Party shall commence to apply such proceeds to replace or restore the properties or assets used in such Person's business in respect of which such proceeds were paid if the Administrative Borrower delivers a certificate to the Agent within 30 days of such event stating that such proceeds shall be used to replace or restore any such properties or assets to be used in such Person's business within a period specified in such certificate not to exceed 365 days after the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities such proceeds (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as which certificate shall set forth estimates of the date hereof hold equity proceeds to be so expended) and (B) such proceeds are deposited in Parent; but, without limitation a deposit account subject to a Control Agreement. If all or any portion of such proceeds not so applied to the prepayment of the foregoingLoans are not so used within the period specified in the relevant certificate furnished pursuant hereto (not to exceed 365 days), such remaining portion shall prepay the outstanding principal of the Loans on the last day of such specified period. In addition, upon the occurrence and for avoidance during the continuance of any doubtan Event of Default, inclusive the Agent may apply such proceeds to the prepayment of any equity securities issued the Loans. Each prepayment pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and this subsection (iii) within forty-five (45) days after shall be applied pro rata between the end of each Fiscal Quarter (commencing with Term Loan A and the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Term Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement.B.

Mandatory Prepayment. (a) Borrower shall prepay repay the Loan Revolving Loans, until Paid in Full the balance thereof has been reduced to zero at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any upon there being Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party Borrower of any Net Cash Proceeds from any issuance of its equity securities (other than excluding Net Cash Proceeds from equity securities that are issued issuances in an aggregate amount of up to (x) Parent$100,000 for each Fiscal Year), (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds. (b) Borrower shall repay the Term Loan (with application to be made as set forth in Section 2.10.3) at the following times and in the following amounts: (i) in the case of excess Net Cash Proceeds from a Disposition described in any of clause (a), (c) and (d) of the definition thereof that remain after application having first been made to the outstanding principal balance of the Revolving Loans (if any) pursuant to Section 2.10.2(a)(i) above (the date of such application being a “Clause I Revolver Application Date” and the amount of Net Cash Proceeds remaining after such application being “Clause I Excess Proceeds”), to the extent such Clause I Excess Proceeds have not been reinvested by the applicable Portfolio Company or Outside Company (x) in assets that are useful to the business of the applicable Portfolio Company or Outside Company (in the case of a Disposition described in clause (a) of the definition thereof) or (y) to repair, replace or reconstruct the assets that were the subject of such Disposition (in the case of a Disposition described in clause (c) or (d) of the definition thereof), in each case within 180 days of such Clause I Revolver Application Date, in an amount equal to the balance of such remaining Clause I Excess Proceeds after the expiration of such 180-day reinvestment period; (ii) in the case of excess Net Cash Proceeds from a Disposition described in clause (b) of the definition thereof that remain after application having first been made to the outstanding principal balance of the Revolving Loans (if any) pursuant to Section 2.10.2(a)(i) above (the date of such application being a “Clause II Revolver Application Date” and the amount of Net Cash Proceeds remaining after such application being “Clause II Excess Proceeds”), to the extent such Clause II Excess Proceeds have not been reinvested by Borrower pursuant to Investments permitted to be made by Borrower pursuant to any of clauses (a), (b), (c) and (i) of Section 7.11 within 360 days of such Clause II Revolver Application Date, in an amount equal to the balance of such remaining Clause II Excess Proceeds after the expiration of such 360-day reinvestment period; and (iii) within forty-five in the case of excess Net Cash Proceeds from an issuance of equity securities that remain after application having first been made to the outstanding principal balance of the Revolving Loans pursuant to Section 2.10.2(a)(ii) above, immediately following such prior application to the Revolving Loans and in an amount equal to the balance of such Net Cash Proceeds (45provided, that the prepayment of the Term Loan provided for in this Section 2.10.2(b)(iii) shall not apply at a time when no Event of Default exists). (c) Within 120 days after the end of each Fiscal Quarter Year (commencing with the Fiscal Quarter ending September 30, Year 2008), Borrower shall prepay the Loans in an amount equal to fifty percent (50%) % of the Excess Cash Flow earned during for such prior Fiscal QuarterYear; provided, until that such prepayment shall not apply to a Fiscal Year for which the Total Debt to EBITDA Ratio is less than 3.25:1.00 as of the last day of such Fiscal Year. Any such prepayment pursuant to this Section 2.10.2(c) shall be applied first, to the outstanding principal balance of the Revolving Loans (without a corresponding reduction of the Revolving Loan is reduced Commitments) and second, to the outstanding principal balance of the Term Loan. (d) If on any day the Revolving Outstandings exceed Borrowing Availability, whether pursuant to a reduction of the Revolving Loan Commitments pursuant to Section 2.9.2 or otherwise, Borrower shall immediately prepay Revolving Loans and/or cash collateralize the outstanding Letters of Credit in principal amount a manner acceptable to $30,000,000Agent, and, thereafteror do a combination of the foregoing, in an amount equal sufficient to twenty-five percent eliminate such excess. Borrower shall give written notice or telephonic notice (25%followed immediately by written confirmation thereof) to Agent not later than 11:00 a.m. Chicago time at least one Business Day prior to each mandatory prepayment pursuant to clause (a) of the Excess Cash Flow earned during Section 2.10.2, and Agent shall promptly notify each Lender of such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementnotice.

Mandatory Prepayment. (i) Within five (5) Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2024 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within five (5) Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to 50% of the following times Excess Cash Flow of the Parent and in its Subsidiaries for such Fiscal Year minus the following amounts:aggregate principal amount of all payments made by the Borrower pursuant to Section 2.05(b) for such Fiscal Year; provided that for purposes of the Fiscal Year ended December 31, 2024, Excess Cash Flow of the Parent and its Subsidiaries shall be calculated based upon the period commencing on April 1, 2024 and ending on December 31, 2024. (iii) concurrently with Within five (5) Business Days after the receipt by any Loan Party of any Net Cash Proceeds from any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h), (j), (k), (l), (m), (n), (p) or (q) of the definition of “Permitted Disposition” and Dispositions of any assets constituting ABL Priority Collateral) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $500,000 for all such Dispositions in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii) (iiiii) concurrently Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Within five (5) Business Days after the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from or any issuance of its equity securities (other than equity securities that are issued to (x) ParentExtraordinary Receipts, (y) management of Parent, or (z) to Persons that as the Borrower shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection therewith to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $500,000 for all such Extraordinary Receipts in any Fiscal Year. (iiiv) within forty-five Within three (453) days Business Days after the end receipt by the Borrowers of each Fiscal Quarter (commencing the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrowers shall prepay the outstanding principal of the Loans in accordance with the Fiscal Quarter ending September 30, 2008), Section 2.05(d) in an amount equal to fifty percent 100% of such proceeds. (50%vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the Excess Cash Flow earned during such prior Fiscal Quarterreceipt of Extraordinary Receipts that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), until as the Loan is reduced in principal amount case may be, up to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, 1,000,000 in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into aggregate in any similar transaction involving the sale or exchange Fiscal Year of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided in that, (A) no Event of Default has occurred and permitted by is continuing on the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining date such Person receives such Net Cash Proceeds, until it is paid in full(B) the Borrower delivers a certificate to the Administrative Agent within five (5) days after such Disposition or Extraordinary Receipt, after which any remaining as the case may be, stating that such Net Cash Proceeds may shall be used by Borrower to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds (or, an additional 90 days if, on or before the end of such 180 day period, the applicable Loan Party has entered into a binding commitment to make such reinvestment on or before the 90th day after the end of such 180 day period) (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay further the LoanObligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv), to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementas applicable.

Mandatory Prepayment. Borrower The Company shall prepay Advances on the Loan until Paid in Full at the following times dates and in the following amountsprincipal amounts described below together with all accrued interest on such principal prepaid to date of prepayment: (i) concurrently with not later than the receipt by any Loan Party of any Net Cash Proceeds from any Dispositiondate 120 days (or 150 days, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities event that are issued to (x) Parent, the Foreign Resident Account of the Company is no longer permitted under applicable law or (y) management the use of Parent, or (z) to Persons that as of the date hereof hold equity such Foreign Resident Account would result in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant a significant cost to the contemplated PIPE or any similar offering whether Company and in each case the Brazilian Central Bank approval for such prepayment is pending, so long as the Company is using reasonable efforts to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to obtain such Net Cash Proceeds; and (iii) within forty-five (45) days approval), after the end of each Fiscal Quarter fiscal year of the Company (commencing with the Fiscal Quarter fiscal year ending September 30on December 31, 20081998), the Company shall prepay Advances in an aggregate amount equal to 50% of Excess Cash Flow for such fiscal year from amounts contained in the U.S. Receipt Account; (ii) if at any time the Outstanding Advance Amount is greater than $650,000,000, the Company shall prepay Advances not later than five (5) Business Days after the date that such determination is made in a principal amount equal to the Maximum Total Advance Excess; (iii) if at any time the Outstanding Foreign Advance Amount is greater than $400,000,000, the Company shall prepay Advances not later than five (5) Business Days after the date that such determination is made in a principal amount equal to the Maximum Total Foreign Advance Excess; (iv) on the dates and the amounts specified in subsection 2.06(b) and Sections 2.09 or 2.10 hereof if the Company shall be required to prepay the Advances pursuant to such Sections; and (v) if any Affiliated Company makes a payment to the Creditor or any other Motorola Entity pursuant to the Vendor Financing Agreement or any other agreement in effect between any Motorola Entity and any of the Affiliated Companies that relates to the iDEN equipment and services, then during the Availability Period, the Company may reborrow an amount equal to fifty percent the least of (50%i) of the Excess Cash Flow earned during such prior Fiscal Quarteraggregate amount prepaid by the Company pursuant to subsections 2.05(a)(ii) and (iii) hereof, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted amounts so paid by the Black Forest Subordination AgreementAffiliated Companies, pay (iii) an amount which will cause the then outstanding principal aggregate Outstanding Advance Amount to equal $650,000,000, and (iv) an amount of which will cause the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower aggregate Outstanding Foreign Advance Amount to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementequal $400,000,000.

Mandatory Prepayment. i. Within three (3) Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2022 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), by the date three (3) Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.06(d) in an amount equal to the following times result of (to the extent positive) (1) ECF Percentage of Holdings and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.06(b) for such Fiscal Year (in the following amounts:case of payments made by the Borrower pursuant to Section 2.06(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments). ii. Immediately upon any Disposition (iexcluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h) concurrently or (j) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in any Fiscal Year. Nothing contained in this Section 2.06(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). iii. Immediately upon the receipt of Net Cash Proceeds (A) from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith or (B) upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.06(d) in an amount equal to 25% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.06(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. iv. Immediately upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrower shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.06(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection therewith. (iiiv. Immediately upon receipt by the Borrower of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.06(d) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%100% of such proceeds. vi. Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.06(c)(ii) of or Section 2.06(c)(iv), as the Excess Cash Flow earned during such prior Fiscal Quartercase may be, until the Loan is reduced in principal amount up to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, 250,000 in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into aggregate in any similar transaction involving the sale or exchange Fiscal Year of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided in that, (A) no Default or Event of Default has occurred and permitted by is continuing on the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining date such Person receives such Net Cash Proceeds, until it is paid in full(B) the Borrower delivers a certificate to the Administrative Agent within five (5) days after such Disposition or loss, after which any remaining destruction or taking, as the case may be, stating that such Net Cash Proceeds may shall be used by Borrower to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 120 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended); provided that such Net Cash Proceeds shall actually be reinvested within an additional 90 days thereafter, (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay further the Loan, to repay Senior Debt Obligations in accordance with Section 2.06(c)(ii) or for any other corporate purpose not in contravention of any terms of this Agreement.Section 2.06(c)(iv) as applicable

Mandatory Prepayment. (a) The Borrower shall prepay shall, upon the Loan until Paid occurrence of any Trigger Event (as such term is defined in Full at the following times sub-clause (b) of this Clause 6.2) and subject to Clause 6.2(h), deposit all Revenues arising from such Trigger Event in the following amountsRevenue Account immediately upon receipt thereof. On the last day of the Interest Period in which the Revenues deriving from a Trigger Event have been deposited into the Revenue Account as aforesaid, the Bank shall apply the amount of such Revenues required to be prepaid pursuant to this Clause 6.2, in prepayment as follows: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Dispositionfirst, in an amount equal to such Net Cash Proceedsagainst Tranche A Advances; and (ii) concurrently thereafter, against Tranche B Advances. (b) For the purposes of this Clause 6.2 (Mandatory Prepayment) each of the following events constitutes a Trigger Event: (i) any public offering or private placement of any securities of the Borrower, or any Borrower Funded Subsidiary; (ii) a merger or consolidation of the Borrower or any Borrower Funded Subsidiary with any other entity; (iii) a sale, assignment, lease, or other disposal of (whether in one transaction or a series of transactions) any of the assets of the Borrower or any Borrower Funded Subsidiary assets including any shareholdings in any such Borrower Funded Subsidiary and any intellectual property to any person or entity; (iv) a sale of any asset of the Borrower or Borrower Funded Subsidiary; (v) a Refinancing of any debt of the Borrower or any Borrower Funded Subsidiary; or (vi) the receipt by any Loan Party the Borrower of any Distributions; or (vii) the exercise by EBRD of the EBRD Conversion Option. (c) Upon any Refinancing of the Initial Commercial Centers at such time as the Net Cash Proceeds Loan Amount is $40,000,000 (forty million US Dollars) or more, the total Revenues from such Refinancing shall be paid into the Revenue Account and applied in accordance with Clause 6.2(a) until such time as all outstanding Tranche B Advances have been repaid in full, provided that, should the aggregate Revenues from the Refinancing of the Initial Commercial Centers exceed US$57,000,000 (fifty seven million US Dollars), such excess Revenues shall be deemed to be a "future Refinancing" for the purposes of sub-clause (d) below. (d) Upon the Refinancing of any issuance of its equity securities Project, a Borrower Funded Subsidiary or Plaza Centers (other than equity securities the Initial Commercial Centers) or any future Refinancing of the Initial Commercial Centers at such time as the Net Loan Amount is $40,000,000 (forty million US Dollars) or more, the Borrower shall subject to Clause 6.2(h), procure that are issued forty percent (40%) of the Revenue from such Refinancing, less: (i) any sums in prepayment of any senior construction loans or any refinancing loans in place prior to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; butrelation to such Project; (ii) reasonable expenses, without limitation costs and commissions incurred in respect of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as award of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash ProceedsRefinancing Facility; and (iii) within forty-five other expenses approved by the Bank, shall be paid into the Revenue Account and applied in accordance with Clause 6.2(a). (45e) days after the end Upon: (i) a sale of each Fiscal Quarter Plaza Centers (commencing with the Fiscal Quarter ending September 30, 2008in whole or in part), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause ; or (ii) abovea sale of a Project (in whole or in part), in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving including the sale of all or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount part of the Black Forest Note from any remaining Net Cash Proceeds, until it shares of the Borrower Funded Subsidiary which is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention owner of any terms of this Agreement.the relevant Project; or

Mandatory Prepayment. Borrower (i) Within 3 Business Days of the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended on or about January 29, 2018 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to (A) 50% of the following times Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (B) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year (in the following amounts:case of payments made by the Borrowers pursuant to Section 2.05(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments). (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (i), (j), (k), (l), (m), (n) concurrently or (o) (with respect to such clause (o) only, to the extent such Disposition occurs within 315 days following the Effective Date) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than any Equity Issuance pursuant to the exercise by the underwriter of the Equity Offering of its over-allotment option pursuant to the terms and conditions of the Equity Offering in order to prepay the Batra A/R Facility Loan in accordance with Section 7.02(m)(ii)), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to (A) 50% of the Net Cash Proceeds received by such Person under the circumstances described in clause (g) of the definition of "Extraordinary Receipts" and (b) 100% of the Net Cash Proceeds received by such Person under the circumstances described in clauses (a) through (f) of the definition of "Extraordinary Receipts" to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) pursuant to this clause (b) shall exceed for all such Extraordinary Receipts $250,000 in any Fiscal Year. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts (other than, for the avoidance of doubt, "Extraordinary Receipts" described in clause (g) of the definition thereof) shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used or useful in such Person's business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent within forty-five (45) 5 days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used or useful in such Person's business within a period specified in such certificate not to exceed 120 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), Borrowers shall(C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the extent provided in and permitted by Administrative Agent pursuant to clause (B) above or (2) the Black Forest Subordination Agreementoccurrence of a Default or an Event of Default, pay the then outstanding principal amount of the Black Forest Note from any remaining such Net Cash Proceeds, until it is paid in fullif not theretofore so used, after which any remaining Net Cash Proceeds may shall be used by Borrower to prepay further the LoanObligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Borrowers will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans outstanding exceeds the Maximum Revolver Amount, to repay Senior Debt or for any other corporate purpose not in contravention the full extent of any terms such excess. On each day that any Revolving Loans are outstanding, the Borrowers shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Maximum Revolver Amount calculated as of this Agreementsuch day equals or exceeds the aggregate principal amount of all Revolving Loans outstanding on such day.

Mandatory Prepayment. Borrower (i) Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2024 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to, if the following times Leverage Ratio of the Lead Borrower and its Subsidiaries as of the end of such Fiscal Year is (A) greater than 4.10:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 75% of the following amounts:Excess Cash Flow of the Lead Borrower and its Subsidiaries for such Fiscal Year, (B) equal to or less than 4.10:1.00 but greater than 3.60:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount (ii) Immediately upon any Disposition pursuant to Section (i) concurrently with of the receipt definition of Permitted Disposition by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of any Net Cash Proceeds from any Dispositionthe Loans in accordance with Section 2.05(d), together with the Applicable Premium, if any, in an amount equal to such 100% of the Net Cash Proceeds; and Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (iiand not paid to the Administrative Agent as a prepayment of the Loans) concurrently shall exceed for all such Dispositions $25,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the receipt issuance or incurrence by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any issuance of its equity securities Indebtedness (other than equity securities that are issued to (x) ParentPermitted Indebtedness), (y) management of Parent, or (z) to Persons that as the Borrowers shall prepay the outstanding amount of the date hereof hold equity Loans, together with the Applicable Premium, if any, in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end 100% of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromreceived by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, Borrowers shall, to the extent provided in and permitted incurrence or sale otherwise prohibited by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms and conditions of this Agreement.

Mandatory Prepayment. Borrower (i) Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended September 30, 2016 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall (A) if the Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is equal to or greater than 2.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year, or (B) if the Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is less than 2.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year. (ii) No later than 3 Business Days following any Disposition (excluding (A) Dispositions which qualify as Permitted Dispositions under clauses (a), (a), (c), (d), (e), (f) or (g) of the definition of Permitted Disposition or (B) the Disposition prior to the one year anniversary of the Effective Date of the Facility located in Carmel, New York) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan until Paid Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in Full at the following times and any Fiscal Year. Nothing contained in the following amounts:this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iiii) concurrently No later than 3 Business Days following the issuance or incurrence by any Loan Party or any of its Subsidiaries of (A) any Indebtedness (other than Permitted Indebtedness) or upon an Equity Issuance (other than any Excluded Equity Issuances, including, without limitation, clause (d) of the definition of Excluded Equity Issuances) or (B) any Specified Financing, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) No later than 3 Business Days following the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Extraordinary Receipts $250,000 in any Fiscal Year. (v) [Reserved.] (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards (other than proceeds of Revolver Priority Collateral) that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $2,500,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are reinvested in capital assets used or useful in the business of the Loan Parties which may (but are not required to) be a replacement, restoration or repair of the properties or assets in respect of which such Net Cash Proceeds were received, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent within forty-five (45) 10 Business Days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to reinvest in capital assets used or useful in the business or the Loan Parties or to replace, repair or restore properties or assets in respect of which such Net Cash Proceeds were received within a period specified in such certificate not to exceed 180 days after the end date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vii) Each Borrower shall immediately prepay the Revolving Loans of such Borrower at any time when the aggregate principal amount of all Revolving Loans of such Borrower plus the outstanding amount of all Letter of Credit Obligations of such Borrower exceeds the Borrowing Base of such Borrower, to the full extent of any such excess. On each Fiscal Quarter (commencing day that any Revolving Loans or Letter of Credit Obligations of a Borrower are outstanding, each such Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base of such Borrower calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations of such Borrower outstanding on such day. If at any time after each applicable Borrower has complied with the Fiscal Quarter ending September 30, 2008first sentence of this Section 2.05(c)(vii), the aggregate Letter of Credit Obligations of such Borrower is greater than the then current Borrowing Base of such Borrower, then such Borrower shall provide cash collateral to the Administrative Agent in an amount equal to fifty percent (50%) 103% of such excess, which cash collateral shall be deposited in the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, Letter of Credit Collateral Account and, thereafterprovided that no Event of Default shall have occurred and be continuing, in an amount equal returned to twenty-five percent (25%) such Borrower, at such time as the aggregate Letter of Credit Obligations of such Borrower plus the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding aggregate principal amount of all outstanding Revolving Loans of such Borrower no longer exceeds the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention then current Borrowing Base of any terms of this Agreementsuch Borrower.

Mandatory Prepayment. (i) The Borrower will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds the Revolving Loan Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans are outstanding, the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Revolving Loan Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans outstanding on such day. (ii) The Borrower will immediately prepay the Term Loans at any time when the aggregate outstanding principal amount of all Term Loans (x) exceeds the Term Loan Borrowing Base, but only to the full extent of any such excess, and (y) in the event that the Total Revolving Credit Commitment is terminated for any reason. (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Payment Office, to the payment, in whole or in part, of the outstanding Revolving Loans. (iv) Within ten (10) days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 6.01(a), commencing with the delivery to the Agents and the Lenders of the financial statements for the fiscal year of the Borrower and its Consolidated Subsidiaries ended December 31, 2001, or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 6.01(a), ten (10) days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 6.01(a), the Borrower shall prepay the Loan until Paid outstanding principal amount of the Term Loans (or, if the Term Loans have been paid in Full at full, the following times and in the following amounts: (iRevolving Loans) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to 50% of the Excess Cash Flow of the Borrower and its Consolidated Subsidiaries for such fiscal year. (v) Immediately upon any Disposition by the Borrower or its Consolidated Subsidiaries pursuant to Section 7.08, the Borrower shall prepay the outstanding principal amount of the Term Loans (or, if the Term Loans have been paid in full, the Revolving Loans) in an amount equal to 100% of the Net Cash Proceeds; andAvailable Proceeds received by such Person in connection with such Disposition. Nothing contained in this subsection (v) shall permit the Borrower or any of its Consolidated Subsidiaries to make a Disposition of any property other than in accordance with Section 7.08. (vi) Upon any Equity Issuance or, except as permitted by Section 7.02, upon any Debt Issuance by the Borrower or any of its Consolidated Subsidiaries, the Borrower shall prepay the outstanding amount of the Term Loans (or if the Term Loans have been paid in full, the Revolving Loans) in an amount equal to 100% of the Net Available Proceeds received by such Person in connection therewith. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (vii) Upon the loss, destruction or taking by condemnation of any Collateral, the Borrower shall prepay the outstanding principal of the Term Loans (or, if the Term Loans have been paid in full, the Revolving Loans) in an amount equal to 100% of the insurance or other proceeds received by the Borrower or any of its Consolidated Subsidiaries in connection therewith, net of any reasonable expenses incurred in collecting such net proceeds provided, that, (i) except during the continuance of a Default or an Event of Default, proceeds from insurance covering loss, destruction or taking of any Collateral not in excess of $250,000 in the aggregate shall not be required to be so prepaid on the date of receipt of such proceeds to the extent such insurance proceeds are used to replace or restore the properties or assets in respect of which such proceeds were paid, provided, the Borrower delivers a certificate to the Collateral Agent on or prior to the date of receipt of such proceeds stating that such proceeds shall be used to replace or restore any such properties or assets within a period specified in such certificate not to exceed ____ days after the date of receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (ii) concurrently with if all or any portion of such proceeds not so applied to the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as repayment of the date hereof hold equity Loans are not so used within the period specified in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued such certificate furnished pursuant to clause (i) above, the contemplated PIPE or any similar offering whether to Persons that as Borrower shall, no later than the last day of the date hereof hold equity such specified period, prepay Loans in Parent or otherwiseaccordance with this subsection (c)(vii) in an amount equal to such Net Cash Proceeds; andunused amount of such proceeds. (iiiviii) within forty-five (45) days after the end of each Fiscal Quarter (commencing Simultaneously with the Fiscal Quarter ending September 30receipt by the Borrower or any of its Consolidated Subsidiaries of $100,000 or more in cash or other Property in connection with any tax refund or the proceeds of any judgment, 2008)settlement or otherwise in connection with any cause of action, the Borrower shall prepay the outstanding amount of the Term Loans (or if the Term Loans have been paid in full, the Revolving Loans) in an amount equal to fifty percent (50%) 100% of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementnet proceeds received.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently If at any time from and after the Closing Date: (i) the Partnership or the Company merges or consolidates with another Person and the Partnership or the Company, as applicable, is not the surviving entity, or (ii) within any twelve (12) month period, the Credit Party or any Consolidated Businesses or any Minority Holding sells, transfers, assigns, conveys or suffers foreclosure as to assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures or conveyances exceeds twenty percent (20%) of the then Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (exclusive of Limited Minority Holdings existing as of the Closing Date) of the Credit Party and its Consolidated Businesses exceeds twenty percent (20%) of the then Capitalization Value, or (iv) the Credit Party or any Affiliate of the Credit Party, collectively, ceases to provide property management and leasing services to at least seventy-five percent (75%) of the total number of Real Properties in which the Credit Party has an ownership interest, excluding any such Real Properties that are Limited Minority Holdings (the date any such event shall occur being the "Prepayment Date"), the Revolving Credit Commitments shall --------------- be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid. In connection with the receipt by prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each -------------- such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d)(i) may not be reborrowed. As ----------------- used in this Section 4.1(d)(i) only, the phrase "sells, transfers, assigns or ----------------- conveys" shall not include (i) sales or conveyances among Credit Party and any Consolidated Businesses, or (ii) mortgages secured by Real Property, or (iii) sales or conveyances of any Net Cash Proceeds from any Disposition, Securities representing interests in an amount equal to such Net Cash Proceeds; andor obligations of the Partnership or the Company or newly-formed Subsidiaries or Minority Holdings in connection with the acquisition of interests in Real Property. (ii) concurrently with the receipt by any Loan Party If an Event of any Net Cash Proceeds from any issuance Default shall occur under Section ------- 10.13(e) hereof and for so long as it shall be continuing, then, in addition of its equity securities (-------- all other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as rights and remedies of the date hereof hold equity Administrative Agent and the Lenders hereunder in Parent; butrespect of such Event of Default, without limitation of the foregoingBorrower shall apply all External Revenues, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and within thirty (iii) within forty-five (4530) days after receipt thereof, to pay or prepay, as the end case may be, on a pro rata basis, all Total Adjusted Outstanding Unsecured Indebtedness for borrowed money, including, without limitation, the Loans then outstanding hereunder; provided, however, that no such application of each Fiscal Quarter (commencing with -------- ------- External Revenues, nor any demand therefor or acceptance thereof by the Fiscal Quarter ending September 30Administrative Agent, 2008)the Lenders or any other lender, shall result in any waiver, release, limitation or impairment of any Obligation of the Borrower, or of any right, remedy or recourse of the Administrative Agent and the Lenders, in an amount equal to fifty percent (50%) connection with such Event of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementDefault.

Mandatory Prepayment. Borrower (i) Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, - 57 - 2016 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the U.S. Borrowers shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an outstanding principal amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to the lesser of $5,000,000 and an amount equal to 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Net Cash Proceeds; andFiscal Year. (iiiii) within forty-five Immediately upon any Disposition (45) days after the end of each Fiscal Quarter excluding Dispositions which qualify as Permitted Dispositions under clauses (commencing with the Fiscal Quarter ending September 30, 2008a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by (A) any U.S. Loan Party or its Subsidiaries (other than BVI Borrower and its Subsidiaries), the U.S. Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to fifty percent (50%) 100% of the Excess Net Cash Flow earned during Proceeds received by such prior Fiscal QuarterPerson in connection with such Disposition, until and (B) BVI Borrower or its Subsidiaries, the Loan is reduced in BVI Borrower shall prepay the outstanding principal amount to $30,000,000, and, thereafter, of the Additional Loans in accordance with Section 2.05(d) in an amount equal to twenty-five percent (25%) 100% of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shallreceived by such Person in connection with such Disposition, to the extent provided that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), (1) if such issuance or incurrence is made by a U.S. Loan Party or its Subsidiaries (other than the BVI Borrower and permitted its Subsidiaries), the U.S. Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith, and (2) if such issuance or incurrence is made by the Black Forest Subordination BVI Borrower or its Subsidiaries, the BVI Borrower shall prepay the outstanding amount of the Additional Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by (A) any U.S. Loan Party or any of its Subsidiaries (other than the BVI Borrower or any of its Subsidiaries) of any Insurance Receipts, the U.S. Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith, and (B) BVI Borrower or any of its Subsidiaries of any Insurance Receipts, the BVI Borrower shall prepay the outstanding principal of the Additional Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition (excluding Dispositions which qualify as Permitted Dispositions under clause (i) of the definition of - 58 - Permitted Disposition) or the receipt of Insurance Receipts that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $500,00050,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and up to $1,500,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Insurance Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person's business, provided that (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 5 days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person's business within a period specified in such certificate not to exceed 270 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, pay and (D) upon the then earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) On or prior to the Required Payment Date, the U.S. Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to $8,000,000 (the earlier of (A) the date of such prepayment and (B) the Required Payment Date, the "Specified Date"). (vii) Immediately upon any Disposition described in clause (h) of the definition of Permitted Disposition, the U.S. Borrowers shall prepay the outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid Loans in full, after which any remaining accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds may be used received by any Loan Party or its Subsidiaries in connection with such Disposition. (viii) Upon the receipt by (A) any U.S. Loan Party or any of its Subsidiaries (other than the BVI Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of its Subsidiaries) of any terms Extraordinary Receipts, the U.S. Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Extraordinary Receipts received by such Person in connection therewith, and (B) BVI Borrower or any of its Subsidiaries of any Extraordinary Receipts, the BVI Borrower shall prepay the outstanding principal of the Additional Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Extraordinary Receipts received by such Person in connection therewith. (ix) Upon the making of any Permitted Intercompany Investments described in clause (d) of the definition thereof in excess of $5,000,000 in the aggregate during the term of this Agreement, the U.S. Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the amount of such Permitted Intercompany Investments.

Mandatory Prepayment. (i) The Borrower will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans plus the aggregate principal amount of all Swing Line Loans plus the outstanding amount of all L/C Obligations exceeds the lesser of (A) the Total Revolving Credit Commitment, and (B) the Loan Limiter, to the full extent of any such excess. If at any time after the Borrower has complied with the first sentence of this Section 2.05(c)(i), the sum of the aggregate principal amount of all Revolving Loans and all Swing Line Loans, plus aggregate L/C Obligations is greater than the lesser of (x) the Total Revolving Credit Commitment, and (y) the then current Loan Limiter, the Borrower shall provide cash collateral to the Administrative Agent in an amount equal to 103% of such excess, which cash collateral shall be deposited in the Cash Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrower at such time as the aggregate L/C Obligations plus the aggregate principal amount of all outstanding Revolving Loans and all outstanding Swing Line Loans no longer exceed the then current Loan Limiter. (ii) The Borrower will immediately prepay the outstanding principal amount of the Term Loan in the event that the Total Revolving Credit Commitment is terminated for any reason. (iii) [Intentionally Omitted] (iv) Within 10 days after delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2007 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), 10 days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii), the Borrower shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at an amount equal to 25% of the following times Excess Cash Flow of the Parent and in the following amounts:its Subsidiaries for such Fiscal Year. (v) Within 3 Business Days after receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries (other than a Permitted Disposition of the type described in clauses (a), (d), (e), (f) and (g) of the definition of Permitted Dispositions), the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $500,000 for any Disposition or series of related Dispositions. Nothing contained in this clause (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition. (vi) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d), (e), (f), (g), (h), (i), (j) concurrently with and (k) of the definition of Permitted Indebtedness), the Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (vii) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from Extraordinary Receipts in excess of $500,000 during any DispositionFiscal Year, the Borrower shall prepay the outstanding principal of the Loans in an amount equal to 100% of such Net Cash Proceeds; andExtraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iiviii) concurrently with Except as otherwise provided in clause (ix) below, upon the receipt sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (other than any such sale or issuance to the extent the Net Cash Proceeds from any issuance thereof shall be contemporaneously used to finance all or a portion of its equity securities (other than equity securities that are issued to (x) Parentthe purchase price of a Permitted Acquisition and fees and expenses relating thereto), (y) management of Parent, or (z) to Persons that if the Senior Leverage Ratio calculated as of the date hereof hold equity in Parent; butof such sale or issuance is greater than or equal to 2.0:1.0, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to Borrower shall prepay the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) Loans in an amount equal to such 50% of the Net Cash Proceeds; andProceeds received by such Person in connection therewith. The provisions of this subsection (viii) shall not be deemed to be implied consent to any such issuance or sale otherwise prohibited by the terms and conditions of this Agreement. (iiiix) within forty-five (45) days after Upon the end investment of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008Curative Equity pursuant to Section 7.03(e), the Borrower shall prepay the Loans in an amount equal to fifty percent (50%) 100% of the Excess Cash Flow earned during amount of the proceeds of such prior Fiscal QuarterCurative Equity; provided, until however, that (a) if the Loan is reduced level of the Specified Financial Covenant set forth in principal amount Section 7.03(b) for the applicable period was less than or equal to $30,000,0001.00 to 1.00, andthen the Borrower shall not be required to prepay the Loans with the proceeds of such Curative Equity, thereafterand (b) if the level of the Specified Financial Covenant set forth in Section 7.03(b) for the applicable period was greater than 1.00 to 1.00, then the Borrower shall only be required to prepay the Loans in an amount equal to twenty-five percent the lesser of (25%i) that portion of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause Curative Equity that represents the difference between the amount necessary to achieve the covenant level set forth in Section 7.03(b) and (ii) above, in the event amount that Parent issues equity securities pursuant would have been necessary to the contemplated PIPE or enters into any similar transaction involving the sale or exchange achieve a Fixed Charge Coverage Ratio of equity securities, debt or convertible debt of Parent subsequent 1.00 to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement1.00.

Mandatory Prepayment. (a) The Borrower shall prepay the Loan until Paid in Full at the following times and in the following amountsbe required: (i) concurrently with to prepay the Loans upon receipt by any Loan Party the Borrower of Insurance Proceeds as and to the extent required pursuant to Sections 12.01(d)(ii) or 12.01(e) of the Accounts Agreement; (ii) to prepay the Loans upon receipt by the Borrower of Condemnation Proceeds, as and to the extent required pursuant to Sections 12.01(d)(ii) or 12.01(e) of the Accounts Agreement; (iii) to prepay the Loans upon receipt of any Net Cash Proceeds Project Document Termination Payments, as and to the extent required pursuant to Section 13.01(b)(ii)(B) of the Accounts Agreement; (iv) to prepay the Loans upon receipt of proceeds of any asset disposal (other than proceeds received from the sale of Products) that are not used for replacement as and to the extent required pursuant to Section 13.01(b)(i)(B) of the Accounts Agreement; and (v) upon payment in full of all outstanding Construction Loans or Term Loans, as the case may be, to prepay in full of all outstanding Working Capital Loans within ninety (90) days thereof. (b) The Borrower shall be required to prepay the Loans on each Quarterly Payment Date after the Conversion Date as required pursuant to priorities tenth and twelfth of Section 6.01(b) of the Accounts Agreement; (c) The Borrower shall be required to prepay the Loans on any DispositionQuarterly Payment Date after the Conversion Date, if the Historical Debt Service Coverage Ratio on such Quarterly Payment Date is less than 1.5:1.0, as required pursuant to priority thirteenth of Section 6.01(b) of the Accounts Agreement. (d) Within three (3) Business Days following the delivery of a Borrowing Base Certificate demonstrating that the then-outstanding principal amount of the Working Capital Loans exceeds the then-effective Working Capital Commitment or the Working Capital Available Amount, the Borrower shall be required to prepay the Working Capital Loans in the amount of such excess. (e) All prepayments under this Section 3.10 shall be made by the Borrower to the Administrative Agent for the account of the applicable Lenders and shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the date of payment and by any additional amounts required to be paid under Section 4.05 (Funding Losses). (f) Amounts of principal prepaid under this Section 3.10 (other than pursuant to Section 3.10(d)) shall be allocated by the Administrative Agent: (i) first, to the Construction Loans or Term Loans, as the case may be, pro rata among the Construction/Term Lenders based on their respective outstanding principal amounts of Construction Loans or Term Loans, as the case may be, on the date of such prepayment (and then, in the case of the Term Loans, to the remaining outstanding installments of principal of the Term Loans under Section 3.02(a) in inverse order of maturity); (ii) second, if all outstanding Construction Loans or Term Loans, as the case may be, have been paid in full, to the Working Capital Loans, pro rata among the Working Capital Lenders in proportion to their respective principal amounts of outstanding Working Capital Loans (and the Aggregate Working Capital Loan Commitment shall be reduced in each case by an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceedsso applied); and (iii) within forty-five third, if all outstanding Working Capital Loans have been paid in full, to the Working Capital Reserve Account (45) days after and the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in Aggregate Working Capital Loan Commitment shall be reduced by an amount equal to fifty percent the amount so applied). (50%g) Amounts of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities Construction Loans and Term Loans prepaid pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent this Section 3.10 (other than pursuant to the Closing Date, after Borrowers have caused the Loan to Section 3.10(d)) may not be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementreborrowed.

Mandatory Prepayment. The Loans shall be prepaid and/or the Commitments shall be permanently reduced in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below: (a) The Borrower shall prepay the Loan until Paid Loans in Full at an amount equal to 100% of the following times and in net cash proceeds of the following amountssale, transfer, disposition or loss of any asset, including the Total Loss or sale of a Ship. Such repayment shall be made: (i) concurrently with in the case of a sale of a Ship, on or before the date on which the sale is completed; (ii) in the case of a Total Loss of a Ship, on the earlier of the date falling 150 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance or other compensation relating to such Total Loss; and (iii) in any Loan Party other case, on the date of any Net Cash Proceeds from any Dispositionreceipt of such proceeds. (b) On the date of receipt thereof, the Borrower shall repay the Loans in an amount equal to 100% of the net proceeds from the issuance of any Financial Indebtedness of any Obligor other than Financial Indebtedness that is permitted under Clause 22.9; (c) On the date of receipt thereof, the Borrower shall repay the Loans in an amount equal to seventy-five percent (75%) of the aggregate amount of any Equity received by the Borrower (the 25% of the aggregate amount of such Net Equity received and not required to be applied to prepayment being a “Retained Equity Amount”); (d) In the event that there shall be Excess Cash Proceedsas at the last day of any Accounting Period (an “Excess Cash Testing Date”), no later than ten (10) Business Days after such Excess Cash Testing Date: (i) if the Collateral Coverage Ratio as at such Excess Cash Testing Date is greater than or equal to 80%, the Borrower shall repay the Loans in an amount equal to 100% of any Excess Cash; and (ii) concurrently with if the receipt by any Loan Party of any Net Collateral Coverage Ratio as at such Excess Cash Proceeds from any issuance of its equity securities (other Testing Date is less than equity securities that are issued to (x) Parent80%, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of Borrower shall repay the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) Loans in an amount equal to 80% of any Excess Cash (the 20% of Excess Cash not required to be applied to prepayment being a “Retained Excess Cash Amount”). Concurrently with any repayment of the Loans pursuant to this paragraph (d) (or, if no such Net prepayment and reduction is made with respect to an Excess Cash ProceedsTesting Date, by no later than ten (10) Business Days after such Excess Cash Testing Date), the Borrower shall deliver to the Agent a certificate, signed by the chief financial officer and the chief executive officer of the Borrower, demonstrating in reasonable detail the calculation of the amount of Excess Cash as at the applicable Excess Cash Testing Date. (e) All amounts prepaid under paragraphs (a), (b), or (c) shall be applied in the following order: (i) first, in or towards payment pro rata of any Term Loans then outstanding, until the Term Loans have been repaid in full (and the Term Facility Commitments of the Lenders shall be reduced pro rata in an equivalent amount); (ii) second, in or towards payment pro rata of any PIK Loans then outstanding, until the PIK Loans have been repaid in full; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008)third, in an amount equal to fifty percent or towards payment pro rata of any Revolving Loans then outstanding (50%) and the Revolving Facility Commitments of the Excess Cash Flow earned during such prior Fiscal QuarterLenders shall be reduced pro rata in an equivalent amount). (f) All amounts prepaid under paragraph (d) shall be applied: (i) first, in or towards payment pro rata of any Revolving Loans then outstanding (without reducing the Revolving Facility Commitments); (ii) second, in or towards payment pro rata of any Term Loans then outstanding, until the Term Loans have been repaid in full (and the Term Facility Commitments of the Lenders shall be reduced pro rata in an equivalent amount); and (iii) third, in or towards payment pro rata of any PIK Loans then outstanding, until the PIK Loans have been repaid in full. (g) On the third Business Day of each week, if any Revolving Loan is reduced in principal amount outstanding, the Borrower shall immediately repay the Revolving Loans to the extent that: (i) the Group’s actual aggregate free cash on that date exceeds $30,000,000, 10,000,000; and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event Cash Flow Forecast delivered on that Parent issues equity securities date pursuant to Clause 19.4(g) (Information: miscellaneous) shows that prepayment would not cause the contemplated PIPE or enters into any similar transaction involving Group’s projected free cash to fall below $10,000,000 in aggregate during the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, seven days after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementthat date.

Mandatory Prepayment. Borrower (i) The Borrowers will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds any of the limits set forth in Section 2.01(b)(i) to the full extent of such excess. On each day that any Revolving Loans or Letters of Credit are requested by the Borrowers, the Borrowers shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as set forth in the Borrowing Base Certificate most recently delivered to the Agents equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time after the Borrowers have complied with the first sentence of this Section 2.05(c)(i), the aggregate Letter of Credit Obligations are greater than the then current Borrowing Base, the Borrowers shall provide Cash Collateral equal to such excess to the Administrative Agent, which Cash Collateral shall be, returned to the Borrowers, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base. (ii) The Borrowers will immediately prepay the outstanding principal amount of the Term Loan, accompanied by the payment of the Applicable Prepayment Premium, if any, in the event that the Total Revolving Credit Commitment is terminated for any reason. (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Loans in accordance with the terms of this Agreement. (iv) Within ten days of the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2018 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall, prepay the outstanding principal amount of the Loans in accordance with clause (d) below in an amount equal to the result of (to the extent positive) (1) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year, minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year (in the case of payments made by the Borrowers pursuant to Section 2.05(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments). (v) Subject to clause (viii) below, within three (3) Business Days after (x) any Disposition (excluding Dispositions permitted under clauses (a), (b), (c), (e), (f), (g), (h), (j) and (k) of the definition of Permitted Dispositions) by any Loan Party or its Subsidiaries or (y) the receipt of any proceeds in respect of the Denville Earn-out by any Loan Party or its Subsidiaries, the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Obligations in Full at accordance with clause (d) below in an amount equal to 100% of the following times and Net Cash Proceeds received by such Person in connection with such Disposition or the Denville Earn-out, as applicable, in the following amounts:case of such Dispositions to the extent that the aggregate amount of Net Cash Proceeds received by the Loan Parties (and not paid to the Administrative Agent as a prepayment of the applicable Loans) shall exceed $500,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(iii). (ivi) concurrently Within one (1) Business Day of any Loan Party or any of its Subsidiaries' receipt of the Net Cash Proceeds from any issued or incurred Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance including any issuance of Permitted Cure Equity (other than any Excluded Equity Issuances), the Borrowers shall prepay the outstanding amount of the Obligations in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (vii) Subject to clause (viii) below, within three (3) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from Extraordinary Receipts in an amount exceeding $250,000 in any DispositionFiscal Year, the Borrowers shall prepay the outstanding principal of the Obligations in accordance with clause (d) below an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party 100% of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromin excess of $250,000 received by such Person in connection therewith. (viii) Notwithstanding the foregoing, the Borrowers shallshall not be required to make a prepayment otherwise required pursuant to Section 2.05(c)(v) or Section 2.05(c)(vii) with Reinvestment Eligible Funds so long as: (I) if the receipt of Reinvestment Eligible Funds did not arise from a disposition of or a casualty or condemnation of any property or assets, such Reinvestment Eligible Funds shall be used to replace, repair or restore properties or assets constituting property, plant or equipment, (II) no Default or Event of Default has occurred and is continuing on the date such Person receives such Reinvestment Eligible Funds, (III) the Borrowing Agent notifies the Administrative Agent (the "Reinvestment Notice") within 10 days after such Disposition or loss (the "Reinvestment Period") of the intent of the applicable Person to use such Reinvestment Eligible Funds to purchase, replace, repair or restore properties or assets used in such Person's business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Reinvestment Eligible Funds and (IV) such Reinvestment Eligible Funds are deposited in a Controlled Deposit Account; provided that, if all or any portion of such Reinvestment Eligible Funds are not used in accordance with this Section 2.05(c)(viii) within the period specified in the Reinvestment Notice, the remaining portion shall be applied to the extent provided prepay the Obligations in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt accordance with Section 2.05(c)(v) or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.05(c)(vii) as applicable.

Mandatory Prepayment. Borrower (i) Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2016 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to the following times result of (to the extent positive) (A) 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (B) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year (in the following amounts:case of payments made by the Borrowers pursuant to Section 2.05(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments); provided that any Lender may decline to accept any prepayment described in this clause (i), in which case the declined amount of such prepayment shall be distributed, first, to the prepayment of the Term Loan held by the Term Lenders that have elected to accept such declined amount based on their respective Pro Rata Shares, second, to the repayment of the Revolving Loans then outstanding (without a corresponding permanent reduction of the Revolving Credit Commitment) and, third, to the Borrowers and, in no event, shall such declined amount be applied to repay the Subordinated Loans. (iii) concurrently Subject to Section 2.05(c)(vi), within 3 Business Days of any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e) or (f) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $200,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Within 3 Business Days of the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Within 3 Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) [Reserved] (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $500,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person's business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent within forty-five (45) 5 Business Days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person's business within a period specified in such certificate not to exceed 270 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), Borrowers shall(C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the extent provided in Administrative Agent pursuant to clause (B) above and permitted by (2) the Black Forest Subordination Agreementoccurrence of a Default or an Event of Default, pay the then outstanding principal amount of the Black Forest Note from any remaining such Net Cash Proceeds, until it is paid in fullif not theretofore so used, after which any remaining Net Cash Proceeds may shall be used by Borrower to prepay further the Loan, to repay Senior Debt Obligations in accordance with Section 2.05(c)(ii) or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.05(c)(iv) as applicable.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently The Borrowers will immediately prepay the Term Loan A at any time when the aggregate principal amount of the Term Loan A exceeds the Term Loan A Amount to the full extent of any such excess. On each day that the Term Loan A is outstanding, the Borrowers shall hereby be deemed to represent and warrant to the Agent and the Lenders that the amount of the Term Loan A as of such day does not exceed the Term Loan A Amount. (ii) The Borrowers will immediately prepay all Obligations in the event that the Working Capital Credit Agreement entered into on the Effective Date is terminated for any reason and both (A) the Working Capital Credit Agreement is not replaced with another working capital credit agreement, the terms and conditions of which are no less favorable to the Borrowers and the Lenders than the Working Capital Credit Agreement entered into on the Effective Date and (B) the lender or lenders party to such new working capital credit facility are not reasonably acceptable to the Lenders. (iii) Within ten (10) days of delivery to the Agent and the Lenders of audited annual financial statements pursuant to Section 6.01(a)(ii), commencing with the delivery to the Agent and the Lenders of the financial statements for the Fiscal Year ending in December, 2003 or, if such financial statements are not delivered to the Agent and the Lenders on the date such statements are required to be delivered pursuant to Section 6.01(a)(ii), ten (10) days after the date such statements are required to be delivered to the Agent and the Lenders pursuant to Section 6.01(a)(ii), the Borrowers shall make a prepayment to the Working Capital Revolving Loans and/or the Term Loans in accordance with Section 2.05(d) hereof in an amount equal to 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year or in the case of the Fiscal Year ending in December, 2003, the portion of such Fiscal Year commencing on the Effective Date and ending on the last day of such Fiscal Year. (iv) Immediately upon any Disposition by any Loan Party or its Subsidiaries pursuant to Section 6.02(c)(ii) (other than any Disposition permitted by Section 6.02(c)(ii)(C)), the Borrowers shall make a prepayment to the Working Capital Revolving Loans and/or the Term Loans in accordance with, and to the extent required by, Section 2.05(d) hereof in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition. Nothing contained in this subsection (iv) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 6.02(c)(ii). (v) Upon (A) the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or (B) the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (other than any sale of Capital Stock permitted by Section 6.02(c)(ii)(C)), the Borrowers shall make a prepayment to the Working Capital Revolving Loans and/or the Term Loans in accordance with Section 2.05(d) hereof in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (v) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (vi) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, the Borrowers shall make a prepayment to the Working Capital Revolving Loans and/or the Term Loans in accordance with Section 2.05(d) hereof in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (vii) Notwithstanding the foregoing, in connection with a Disposition under Section 2.05(c)(iv) (other than any Disposition permitted by Section 6.02(c)(ii)(C)) or receipt of insurance proceeds pursuant to Section 2.05(c)(vi), up to $1,000,000, in the aggregate in any twelve-month period of the Net Cash Proceeds; and (ii) concurrently with Proceeds from such Disposition and Extraordinary Receipts from such insurance proceeds, as the receipt case may be, received by any Loan Party in connection therewith shall not be required to be applied to the prepayment of any the Working Capital Revolving Loans and/or the Term Loans on such date to the extent such proceeds are used to replace, repair or restore the properties or assets used in such Loan Party’s business in respect of which such Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parentor Extraordinary Receipts, as the case may be, were paid, provided that, (yA) management no Default or Event of ParentDefault has occurred and is continuing on the date such Person receives such Net Cash Proceeds or such Extraordinary Receipts, (B) the Administrative Borrower delivers a certificate to the Agent within 10 Business Days after such Disposition or 30 days after the date of such loss, destruction or taking, as the case may be, stating that such proceeds shall be used to replace, repair or restore any such properties or assets to be used in such Loan Party’s business within a period specified in such certificate not to exceed 90 days after the receipt of such proceeds (z) to Persons that as which certificate shall set forth estimates of the date hereof hold equity proceeds to be so expended), and (C) such proceeds are deposited in Parent; but, without limitation an account subject to the sole dominion of the foregoing, and for avoidance Working Capital Agent and/or the Agent. If all or any portion of any doubt, inclusive of any equity securities issued pursuant such proceeds not so applied to the contemplated PIPE or any similar offering whether to Persons that as prepayment of the Working Capital Revolving Loans and/or the Term Loans are not used in accordance with the preceding sentence within the period specified in the relevant certificate furnished pursuant hereto, such remaining portion shall be applied to the Working Capital Revolving Loans and/or the Term Loans in accordance with Section 2.05(d) on the last day of such specified period. (viii) Upon any Disposition permitted by Section 6.02(c)(ii)(C), the Borrower shall make a prepayment to the Working Capital Loans and/or the Term Loans in accordance with Section 2.05(d) hereof in the amount described in such Section. (ix) On the date hereof hold equity in Parent or otherwise) of the initial advance under the German W/C Facility, the Borrowers shall make a prepayment of the Term Loan A in an amount equal to such Net Cash Proceeds; andthe sum of (A) $3,000,000 and (B) the Term Loan A PIK Amount with respect to $3,000,000 of the original principal of the Term Loan A. (iiix) within forty-five (45) days after With the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) consent of the Excess Cash Flow earned during Parent, any Lender may waive the mandatory prepayments payable to such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities Lender pursuant to this Section 2.05(c) and the contemplated PIPE or enters into any similar transaction involving the sale or exchange portion of equity securities, debt or convertible debt such mandatory prepayment that such Lender would have been entitled to receive in absence of Parent subsequent such waiver shall be paid to the Closing Date, after Borrowers have caused the Loan other Lenders entitled to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of receive such mandatory prepayment under this AgreementSection 2.05(c).

Mandatory Prepayment. The Borrower shall must promptly prepay the Loan until Paid in Full at the following times and Credit Facility in the following amounts: (i) concurrently with the receipt by any Loan Party case of any Net Cash Proceeds from any Dispositiona sale of a Mortgaged Property, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party greater of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, 100% of the net proceeds of the sale of such Mortgaged Property and (y) management 120% of Parentthe value assigned to such Mortgaged Property in determining the Maximum Borrowing Amount. Documentation Principles The Loan Documents shall be negotiated in good faith giving effect to the Funds Certain Provisions and the Mortgageability Provisions, as promptly as reasonably practicable, and shall contain the terms and conditions set forth in this Exhibit A and such other provisions as may be agreed to by the Borrower and the Lenders (it being understood the Term Sheet contains all conditions to funding related to the Credit Facility), with provisions to reflect the operational and strategic requirements of the Borrower and the Guarantors in light of their size, practices and matters disclosed in the disclosure schedules to the Acquisition Agreement (collectively, the “Documentation Principles”). The Loan Documents shall contain only those payments, conditions to borrowing, mandatory prepayments, representations and warranties, covenants and events of default expressly set forth in this Exhibit A, in each case, applicable to the Loan Parties and their respective subsidiaries and with standards, qualifications, thresholds, exceptions, “baskets” and grace and cure periods consistent with the Documentation Principles. Representations & Warranties Limited to the following: organizational status; authority; execution; delivery and enforceability; no violation of, or (z) to Persons that as conflict with law or charter documents; litigation; margin regulations; governmental approvals; Investment Company Act; PATRIOT Act; OFAC; labor matters and ERISA; REIT status; use of the proceeds; subsidiaries and capitalization; intellectual property; accuracy of disclosure; no material adverse change; no undisclosed liabilities; taxes; creation and perfection of security interests; environmental laws; properties; and consolidated closing date hereof hold equity in Parent; butsolvency, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) abovesubject, in the event that Parent issues equity securities pursuant case of each of the foregoing representations and warranties, to qualifications and limitations for knowledge and materiality consistent with the Documentation Principles. The foregoing representations and warranties shall apply to the contemplated PIPE or enters into any similar transaction involving Borrower and the sale or exchange of equity securities, debt or convertible debt of Parent subsequent Guarantors and their subsidiaries. Affirmative Covenants Limited to the Closing Datefollowing: maintenance of organizational existence and rights and privileges, after Borrowers have caused maintenance of insurance, payment of taxes and other material obligations, corporate franchises, compliance with laws (including environmental laws and ERISA), maintenance of properties in good repair, inspections and maintenance of books and records, use of proceeds, customary notice and reporting requirements, a requirement to enter into a LIBOR interest rate cap of 3.5% with respect to the Loan to be reduced Credit Facility having a term of at least nine (9) months and further assurances on guarantees and collateral matters, subject, in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shallcase of each of the foregoing covenants, to exceptions and qualifications consistent with the extent provided Documentation Principles. The foregoing affirmative covenants shall apply to the Borrower and the Guarantors and their subsidiaries. Negative Covenants Limited to the following: liens; indebtedness; mergers and acquisitions; asset sales; investments and loans; development and capital expenditures; restricted payments including dividends and stock repurchases; changes in fiscal periods; negative pledges; modifications to organizational documents; changes in nature of business; and permitted by transactions with affiliates, in the Black Forest Subordination Agreement, pay the then outstanding principal amount case of each of the Black Forest Note from any remaining Net Cash Proceedsforegoing covenants subject to exceptions, until it is paid in full, after which any remaining Net Cash Proceeds may be used by qualifications and baskets consistent with the Documentation Principles. The foregoing negative covenants shall apply to the Borrower to prepay further and the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementGuarantors and their subsidiaries.

Mandatory Prepayment. Borrower (i) Within five (5) Business Days after audited financial statements and the related Compliance Certificate have been delivered pursuant to Section 6.01(a), commencing with the first Excess Cash Flow Period following the Effective Date, the Parent shall prepay the Loan until Paid in Full at outstanding principal amount of the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, Term Loans in an amount equal to (A) the Applicable ECF Percentage of the Excess Cash Flow of the Borrowers for such Net Cash Proceeds; andperiod minus (B) the sum of (1) all voluntary prepayments of Term Loans during such period pursuant to Section 2.05(a), and (2) all voluntary prepayments of loans under the ABL Facility during such Fiscal Year to the extent the commitments under the ABL Facility are permanently reduced by the amount of such payments. (ii) concurrently with If (x) the receipt by Parent or any Loan Party of its Restricted Subsidiary Disposes of any Net Cash Proceeds from any issuance of its equity securities property or assets (other than equity securities that are issued to any Disposition of any property or assets permitted by clauses (xa)(i), (a)(ii), (b), (d), (e), (f), (g), (h), (i), (j), (k), (l), (o), (p), (q), (s), (t), (u) Parentor (v) of the definition of “Permitted Disposition”), or (y) management any Casualty Event occurs, which results in the realization or receipt by the Parent or any of Parentits Restricted Subsidiaries of Net Proceeds, or (z) such Person shall, subject to Persons that as the terms of the date hereof hold equity in Parent; butIntercreditor Agreement, without limitation cause to be prepaid an aggregate principal amount of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the date of the realization or receipt by such Person of such Net Cash Proceeds; andprovided that if at the time that any such prepayment would be required, the Parent or any of its Restricted Subsidiaries is required to offer to repurchase or to prepay any Indebtedness (other than the Term Loans) that is secured by Liens ranking pari passu with the Liens securing the Obligations pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such other Indebtedness required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) within forty-five (45) days If the Parent or any of its Restricted Subsidiary incurs or issues any Indebtedness after the end Effective Date that (x) is Credit Agreement Refinancing Indebtedness or (y) is not otherwise permitted to be incurred pursuant to Section 7.03, the Borrowers shall cause to be prepaid an aggregate principal amount of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), Term Loans in an amount equal to fifty percent 100% of all Net Proceeds received therefrom immediately upon receipt by the Parent or any of its Restricted Subsidiary of such Net Proceeds. (50%iv) Except with respect to Term Loans incurred in connection with any Refinancing Amendment or any Incremental Amendment (to the extent set forth in such Refinancing Amendment or Incremental Amendment as contemplated below), each prepayment of the Excess Cash Flow earned during such prior Fiscal QuarterTerm Loans pursuant to this Section 2.05(b)(i), until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant and (iii) shall be (x) applied to the contemplated PIPE order of succeeding scheduled principal installments to each Class of Term Loans (provided any Class of Incremental Term Loans or enters into any similar transaction involving the sale Refinancing Term Loans may specify that one or exchange more other Classes of equity securities, debt Loans may be prepaid prior to such Class of Incremental Term Loans or convertible debt of Parent subsequent Refinancing Term Loans) and (y) paid to the Closing Date, after Borrowers have caused the Loan to be reduced applicable Lenders in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount accordance with their respective Pro Rata Shares of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementsuch prepayment.

Mandatory Prepayment. Borrower (i) Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2022, or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to (A) if the following times Leverage Ratio of the Parent and in its Subsidiaries as of the following amounts:last day of such Fiscal Year is greater than or equal to 2.75 to 1.00, 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year or (B) if the Leverage Ratio of the Parent and its Subsidiaries as of the last day of such Fiscal Year is less than 2.75 to 1.00, 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year. (iii) concurrently Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h) or (k) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Agents as a prepayment of the Loans) shall exceed for all such Dispositions $1,500,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii) (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness, including, for the avoidance of doubt, CARES Act Indebtedness, CEBA Indebtedness and/or HASCAP Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuance and the Amendment No. 2 Equity Contribution), the Borrowers shall prepay the outstanding amount of (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection therewith to the extent that (A) the aggregate amount of Extraordinary Receipts under clauses (c) (other than with respect to business interruption insurance) or (e) of the definition thereof received by all Loan Parties and their Subsidiaries (and not paid to the Agents as a prepayment of the Loans) shall exceed $1,500,000 in any Fiscal Year and (B) the aggregate amount of Extraordinary Receipts under clauses (a), (b), (c) (but only with respect to business interruption insurance), (d), (f) or (g) of the definition thereof received by all Loan Parties and their Subsidiaries (and not paid to the Agents as a prepayment of the Loans) shall exceed $5,000,000 over the term of this Agreement. (iiiv) within forty-five Immediately upon receipt by the Borrowers of the proceeds of any (45A) days after the end of each Fiscal Quarter Permitted Cure Equity pursuant to Section 9.02 or (commencing with the Fiscal Quarter ending September 30, 2008B) Capex Equity Contribution pursuant to Section 7.03(a), the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to fifty percent 100% of such proceeds. (50%vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the Excess Cash Flow earned during such prior Fiscal Quarterreceipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that would otherwise be required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), until as the Loan is reduced in principal amount case may be, up to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, 2,500,000 in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into aggregate in any similar transaction involving the sale or exchange Fiscal Year of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person's business, provided in that, (A) no Default or Event of Default has occurred and permitted by is continuing on the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining date such Person receives such Net Cash Proceeds, until it is paid in full(B) the Administrative Borrower delivers a certificate to the Agents within 5 days after such Disposition or loss, after which any remaining destruction or taking, as the case may be, stating that such Net Cash Proceeds may shall be used by Borrower to replace, repair or restore properties or assets used in such Person's business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Agents pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay further the Loan, Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vii) The Administrative Borrower shall provide written notice to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementthe Agents by 12:00 noon (New York City time) one Business Day prior to each mandatory prepayment hereunder.

Mandatory Prepayment. Borrower (i) Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended March 31, 2026 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to 50% of the following times Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that for the Fiscal Year ended March 31, 2026, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 50% of the following amounts:Excess Cash Flow of the Parent and its Subsidiaries for the fiscal quarters in such fiscal year that commenced after the Effective Date. (iii) concurrently Subject to Section 2.05(c)(vi), within 5 days of any “Permitted Disposition” under clauses (h) or (u) of the definition thereof and any Disposition other than a Permitted Disposition by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $500,000 in any Fiscal Year (and, for the avoidance of doubt, only by the amount in excess thereof). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Within 5 days following receipt of Net Cash Proceeds from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Subject to Section 2.05(c)(vi), within 5 days of the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an the Borrowers shall prepay the outstanding principal amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection therewith. (iiiv) within forty-five (45Within 1 Business Day following receipt by the Borrowers of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent 100% of such proceeds. (50%vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with (A) a “Permitted Disposition” under clauses (h) or (u) of the Excess Cash Flow earned during such prior Fiscal Quarterdefinition thereof or (B) the receipt of Extraordinary Receipts consisting of casualty insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), until as the Loan is reduced in principal amount to $30,000,000, and, thereaftercase may be, in an amount equal up to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, $1,000,000 in the event that Parent issues equity securities pursuant aggregate in any Fiscal Year with respect to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromreceived in connection with Permitted Dispositions (which cap, Borrowers shallfor the avoidance of doubt, shall not apply with respect to Net Cash Proceeds received in connection with Extraordinary Receipts) shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) that constitute Collateral used in such Person’s business, provided in that, (A) no Default or Event of Default has occurred and permitted by is continuing on the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining date such Person receives such Net Cash Proceeds, until it is paid in full(B) the Administrative Borrower delivers a certificate to the Administrative Agent within 5 days after such Disposition or loss, after which any remaining destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets that constitute Collateral used in such Person’s business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended); provided, that such 180-day period may be extended by an additional 180 days if any Loan Party or any of its Subsidiaries enters into a binding commitment to replace, repair or restore such properties or assets within such initial 180-day period, (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used by Borrower to prepay further the Loan, to repay Senior Debt Obligations in accordance with Section 2.05(c)(ii) or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.05(c)(iv) as applicable.

Mandatory Prepayment. Borrower (i) The Borrowers will promptly (and in any event within two (2) Business Days) prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds the Total Revolving Credit Commitment, to the full extent of any such excess. (ii) [Intentionally Omitted].If, following delivery to the Agents and the Lenders of the quarterly financial statements pursuant to Section 7.01(a)(i) for the fiscal quarter ended on December 31, 2022, the Total Leverage Ratio for the period of four (4) consecutive fiscal quarters ended as of December 31, 2022, is greater than 4.00:1.00, the Borrowers shall on or prior to March [24], 2023 prepay $10,600,000 of the Term Loan in accordance with clause (d) below. (iii) [Intentionally Omitted]. (iv) Within five (5) Business Days of delivery to the Agents and the Lenders of annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended on December 31, 2020 (or, if such financial statements are not delivered to the Agents on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), five (5) Business Days after the date such statements are required to be delivered to the Agents pursuant to Section 7.01(a)(ii)), the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with clause (d) below in an amount equal to the following times result (if positive) of (1) 50% of the Excess Cash Flow of the Parent and in its Subsidiaries for such Fiscal Year (provided, that Excess Cash Flow for the following amounts:Fiscal Year ended on December 31, 2020 shall be calculated for the period commencing on the Effective Date and ending on December 31, 2020), minus (2) the amount of any voluntary prepayments of the Term Loans made during such Fiscal Year, minus (3) the amount of any voluntary prepayments of the Revolving Loans accompanied by a permanent reduction or termination of the Total Revolving Credit Commitment during such Fiscal Year. (v) Subject to clause (viii) below, within five (5) Business Days following any Permitted Disposition (other than a Disposition pursuant to clauses (b), (c), (d), (f), (g), (h), (i), (j) concurrently and (k) of the definition of “Permitted Disposition”) by any Loan Party or its Subsidiaries pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Permitted Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Permitted Dispositions $500,000 in any Fiscal Year. Nothing contained in this subsection (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (vi) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (vii) Subject to clause (viii) below, within two (2) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with clause (d) below an amount equal to 100% of such Extraordinary Receipts net of any reasonable expenses incurred in collecting such Extraordinary Receipts to the extent that the aggregate amount thereof received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $750,000 in any Fiscal Year; provided, that the Loan Parties shall not be required to prepay the outstanding principal of the Loans in connection with the receipt of any Extraordinary Receipts with respect to the Club Ready Settlement in an aggregate amount not to exceed $2,000,000. (viii) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Permitted Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(v) or Section 2.05(c)(vii), as the case may be, up to $1,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from any Disposition, in an amount equal all such Permitted Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds; and Proceeds and Extraordinary Receipts are used to acquire, replace, repair or restore properties or assets used in the Parent’s and its Subsidiaries’ business, provided that, (iiA) concurrently with no Event of Default has occurred and is continuing on the receipt by any Loan Party of any date such Person receives such Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parentor Extraordinary Receipts, (yB) management the Administrative Borrower delivers a certificate to the Administrative Agent within 30 days after the receipt of Parentsuch Net Cash Proceeds or Extraordinary Receipts resulting from such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds or Extraordinary Receipts shall be used to acquire, replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed two hundred and seventy (270) days after the date of receipt of such Net Cash Proceeds or Extraordinary Receipts (which certificate shall set forth estimates of the Net Cash Proceeds or Extraordinary Receipts to be so expended), (C) such Net Cash Proceeds or Extraordinary Receipts are (1) deposited in an account of a Loan Party listed on Schedule 6.01(v) or (z2) used to Persons that prepay the Revolving Loans so long as a reserve is established in the amount of such prepayment which reserve shall be released only upon the reinvestment of such proceeds in accordance with the terms of this clause (viii), and (D) upon the earlier of (1) the expiration of the date hereof hold equity period specified in Parent; butthe relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of an Event of Default, without limitation such Net Cash Proceeds or Extraordinary Receipts, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(v) or Section 2.05(c)(vii) as applicable. (ix) Within three (3) Business Days after receipt by the Borrowers of the foregoing, and for avoidance proceeds of any doubt, inclusive Permitted Cure Equity pursuant to Section 9.02 in respect of any equity securities issued pursuant to noncompliance with the contemplated PIPE or any similar offering whether to Persons that as financial covenant set forth in Section 7.03, the Borrowers shall prepay the outstanding principal amount of the date hereof hold equity Loans in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementproceeds.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower Representative shall cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the receipt by any Loan Party first full fiscal year ending after the Original Signing Date), minus (B) the sum of (1) all voluntary prepayments of Term Loans (provided that, with respect to Discounted Voluntary Prepayments, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and prior to the date of such payment (without duplication of any Net amounts applied to reduce Excess Cash Proceeds from Flow for a prior period) and (2) all voluntary prepayments of Revolving Credit Loans during such fiscal year and prior to the date of such payment (without duplication of any Dispositionamounts applied to reduce Excess Cash Flow for a prior period) to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in an amount the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than 2.5:1.0 and greater than or equal to 2.0:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such Net Cash Proceeds; andfinancial statements was less than 2.0:1.0. (ii) concurrently with the receipt by (A) Subject to Section 2.05(b)(ii)(B), if (x) New Holdings or any Loan Party Restricted Subsidiary Disposes of any Net Cash Proceeds from any issuance of its equity securities property or assets (other than equity securities that are issued to any Disposition of any property or assets permitted by Section 7.05(a), (x) Parentb), (c), (d), (e), (f), (g), (j), (k), (m), or (o)), or (y) management of Parentany Casualty Event occurs, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, which in the event that Parent issues equity securities pursuant to aggregate results in the contemplated PIPE realization or enters into any similar transaction involving the sale or exchange receipt by such Person of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid the Borrower Representative shall make a prepayment, in fullaccordance with Section 2.05(b)(ii)(C), after which any remaining of an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower Representative shall have given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention provided if no Event of any terms of this AgreementDefault has occurred and is then continuing).

Mandatory Prepayment. Borrower (a) If the Real Estate Term Loan has been paid in full, the Acquisition Term Loan shall prepay the Loan until Paid in Full be subject to mandatory prepayment if at the following times and in end of any fiscal year of Borrower, commencing with the following amounts: fiscal year ending December 31, 2007, (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal Total Leverage Ratio is less than 2.00 to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter1.00, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during for such prior Fiscal Quarter. Notwithstanding clause fiscal year, and (ii) abovethe Total Leverage Ratio is equal to or greater than 2.00 to 1.00, in an amount equal to fifty percent (50%) of Excess Cash Flow for such fiscal year. Such mandatory prepayments shall be due and payable on that day which is one hundred twenty (120) days following the event that Parent issues equity securities pursuant last day of each fiscal year of Borrower and shall be applied to the contemplated PIPE or enters into any similar transaction involving remaining principal payments due on the sale or exchange Acquisition Term Loan in inverse order of equity securities, debt or convertible debt of Parent subsequent to their maturities. (b) If the Closing Date, after Borrowers have caused the Real Estate Term Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is has been paid in full, after which the Acquisition Term Loan shall be subject to mandatory prepayment in an amount equal to one hundred percent (100%) of the insurance, condemnation or other proceeds received in connection with any remaining Net Cash Proceeds may be used casualty event, condemnation or other loss suffered by Borrower or any Subsidiary (“Event Proceeds”); provided, however, that (i) if such Event Proceeds are less than or equal to prepay further $500,000.00, no mandatory prepayment shall be required, such Event Proceeds shall be paid to Borrower, and Borrower shall use such Event Proceeds to repair or restore the Loanassets which gave rise to such Event Proceeds, and (ii) if such Event Proceeds are greater than $500,000.00, Agent may determine that no mandatory prepayment is to repay Senior Debt be required and that such Event Proceeds are to be paid to Borrower, and, in such event, Borrower shall use such Event Proceeds to repair or for restore the assets which gave rise to such Event Proceeds. Such mandatory prepayments shall be due on that date which is ten (10) days following the date on which Borrower or Agent receives any other corporate purpose not such Event Proceeds and shall be applied to the remaining principal payments due on the Acquisition Term Loan in contravention inverse order of their maturities. (c) If the Real Estate Term Loan has been paid in full, the Acquisition Term Loan shall be subject to mandatory prepayment in an amount equal to one hundred percent (100%) of the net proceeds of any terms sale or other disposition of assets of Borrower or any Subsidiary (“Net Proceeds”); provided, however, that (i) if the aggregate amount of the Net Proceeds of all such sales or dispositions during any calendar year is less than $250,000.00, no mandatory prepayment shall be required, (ii) if (A) the aggregate amount of the Net Proceeds of all such sales or dispositions during any calendar year is equal to or greater than $250,000.00 but less than $1,000,000.00, and (B) Borrower acquires replacement assets having a cost at least equal to such Net Proceeds in which Agent has a first priority Lien, no mandatory prepayment shall be required, and (iii) if the aggregate amount of the Net Proceeds of all such sales or dispositions during any calendar year is equal to or greater than $1,000,000.00, Agent may determine that no mandatory prepayment is to be required if Borrower acquires replacement assets having a cost at least equal to such Net Proceeds in which Agent has a first priority Lien. Any such mandatory prepayments shall be due on that date which is ten (10) days following the date on which Borrower or Agent receives any such Net Proceeds which results in the obligation to make a mandatory prepayment, and shall be applied to the remaining principal payments due on the Acquisition Term Loan in inverse order of their maturities. Notwithstanding any provision of this AgreementAgreement or any Loan Document to the contrary, Borrower or any Subsidiary may sell or convey its assets, other than the assets described in the Pledge Agreements, free and clear of the Liens created by the Loan Documents, provided that any such sale or conveyance is subject to the provisions of, and in accordance with, this Section 4.5(c). (d) If the Real Estate Term Loan has been paid in full, the Acquisition Term Loan shall be subject to mandatory prepayment in an amount equal to one hundred percent (100%) of the net proceeds from any issuance of debt securities, excluding any (i) proceeds from any issuance by Borrower of equity securities and (ii) cash proceeds used in conjunction with any acquisition; provided however, that the Senior Subordinated Note shall not constitute debt securities for purposes of this Section 4.5(d). Such mandatory prepayments shall be due on the date on which such debt securities are issued and shall be applied to the remaining principal payments due on the Acquisition Term Loan in inverse order of their maturities.

Mandatory Prepayment. Borrower (a) The ▇▇▇▇▇ Borrowers shall be required to prepay the Loan until Paid ▇▇▇▇▇ Loans in Full at accordance with Section 9.2 (Application of Specified Mandatory Prepayment Proceeds to the following times ▇▇▇▇▇ Secured Obligations Prior to an Enforcement Action) of the Collateral and in Intercreditor Agreement with the following amounts▇▇▇▇▇ Lenders’ ratable share of the Mandatory Prepayment Portion of the following: (i) concurrently with Asset Sale Proceeds, to the receipt by any Loan Party of any Net Cash extent such Asset Sale Proceeds result from any Disposition, in an amount equal to such Net Cash ProceedsAsset Sale that is not permitted by Section 10.4; and (ii) concurrently on each Quarterly Payment Date (beginning with the receipt by any Loan Party of any Net first Quarterly Payment Date to occur on or after the date that is ninety days after the FERC Remand Satisfaction Date), the Required Excess Cash Proceeds from any issuance of its equity securities Flow Amount. (other than equity securities that are issued to (xb) ParentWithin five Business Days after a Permitted JV Equity Sale, the ▇▇▇▇▇ Borrowers shall, if applicable, (yi) management prepay the outstanding principal amounts of Parentthe ▇▇▇▇▇ Loans and any amounts required to be paid in accordance with Sections 9.2(a)(i) and 9.2(a)(ii)(B) of the Collateral and Intercreditor Agreement and/or (ii) subject to Section 3.4(c), or cancel ▇▇▇▇▇ Commitments (zif any) as may be required such that, after giving effect to Persons that such prepayments and cancellation of commitments, the Projected DSCR, commencing on the Notional Initial Principal Payment Date and for each rolling four Fiscal Quarter period (as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter Quarter) through the expiration of the term of the Notional Amortization Period shall not be less than 1.20:1.00 (commencing provided, that, for purposes of this clause (b), the Debt Service used to calculate the Projected DSCR shall assume that the Aggregate ▇▇▇▇▇ Commitment has been drawn in accordance with the Fiscal Quarter ending September 30projections in the Base Case Forecast). (c) With respect to each prepayment of the ▇▇▇▇▇ Loans to be made pursuant to this Section 5.9, 2008on the date required pursuant to Section 9.2 (Application of Specified Mandatory Prepayment Proceeds to the ▇▇▇▇▇ Secured Obligations Prior to an Enforcement Action) of the Collateral and Intercreditor Agreement, the ▇▇▇▇▇ Borrowers shall pay to the FinCo Administrative Agent the amount determined in accordance therewith, which shall be applied as follows: (i) first, on a pro rata basis to the payment to the ▇▇▇▇▇ Lenders of (A) accrued but unpaid interest and fees on the ▇▇▇▇▇ Loans to be prepaid and (B) any additional amounts required to be paid under Section 6.5 in connection with such prepayment; and (ii) second, on a pro rata basis, for the prepayment to the ▇▇▇▇▇ Lenders for the prepayment of principal of the ▇▇▇▇▇ Loans. (iii) third, solely in the case of any prepayment pursuant to Section 5.9(a)(i), to the cash collateralization of up to 102% of all ▇▇▇▇▇ ▇▇ Exposures of the ▇▇▇▇▇ Lenders. (iv) In the event that the amount of a mandatory prepayment in respect of the ▇▇▇▇▇ Loans pursuant to Section 5.9(a)(ii) (as determined in accordance with the Section 9.2 (Application of Specified Mandatory Prepayment Proceeds to the ▇▇▇▇▇ Secured Obligations Prior to an Enforcement Action) of the Collateral and Intercreditor Agreement) exceeds the aggregate amount of ▇▇▇▇▇ Loans outstanding as of the date of such prepayment (such excess amount, the “Excess ECF Amount”), the ▇▇▇▇▇ Borrowers shall deposit such Excess ECF Amount in the ▇▇▇▇▇ Revenue Collection Account pursuant to Section 9.2(a)(iii) (Application of Collateral Proceeds to the ▇▇▇▇▇ Secured Obligations Prior to an Enforcement Action) of the Collateral and Intercreditor Agreement and, within five Business Days after such deposit is made, cancel unutilized ▇▇▇▇▇ Commitments and/or make T4 Equity Contributions or T5 Equity Contributions in an aggregate amount equal to such Excess ECF Amount (and, in connection therewith, deliver to the T4 Collateral Agent or the T5 Collateral Agent, as applicable, the applicable ECS Reduction Certificate under, and as defined in, the T4 Equity Contribution Agreement or the T5 Equity Contribution Agreement, as applicable). (d) The ▇▇▇▇▇ Borrowers shall either (i) concurrently with any mandatory prepayment pursuant to this Section 5.9, pay to the ▇▇▇▇▇ Secured IR Hedge Counterparties the ▇▇▇▇▇ IR Hedge Termination Amounts payable in respect of any portion of the ▇▇▇▇▇ Secured IR Hedge Transactions required to be terminated in connection with such prepayment in accordance with Section 9.2(c) (Application of Specified Mandatory Prepayment Proceeds to the ▇▇▇▇▇ Secured Obligations Prior to an Enforcement Action) of the Collateral and Intercreditor Agreement and Section 5.17 or (ii) (A) reserve an amount equal to fifty percent 105% of the ▇▇▇▇▇ IR Hedge Termination Amounts reasonably projected as of such date of prepayment to be required to be payable by the ▇▇▇▇▇ Borrowers in respect of any portion of the ▇▇▇▇▇ Secured IR Hedge Transactions terminated in connection with such prepayment in accordance with Section 9.2(c) (50%Application of Specified Mandatory Prepayment Proceeds to the ▇▇▇▇▇ Secured Obligations Prior to an Enforcement Action) of the Excess Cash Flow earned during Collateral and Intercreditor Agreement and Section 5.17 and (B) (1) within 45 days of the date of such prior Fiscal Quarterprepayment, until pay to the Loan is reduced ▇▇▇▇▇ Secured IR Hedge Counterparties the ▇▇▇▇▇ IR Hedge Termination Amounts payable in principal amount respect of any portion of the ▇▇▇▇▇ Secured IR Hedge Transactions required to $30,000,000, and, thereafter, be terminated in connection with such prepayment in accordance with Section 9.2(c) (Application of Specified Mandatory Prepayment Proceeds to the ▇▇▇▇▇ Secured Obligations Prior to an amount equal to twenty-five percent (25%Enforcement Action) of the Excess Cash Flow earned during Collateral and Intercreditor Agreement and Section 5.17 and (2) on the date of such prior Fiscal Quarter. Notwithstanding payment of the last such ▇▇▇▇▇ IR Hedge Termination Amounts pursuant to clause (iix) above, in apply any amounts not applied to the event that Parent issues equity securities payment of FinCo IR Hedge Termination Amounts to the principal of the ▇▇▇▇▇ Loans. (e) [Reserved]. (f) Amounts of any ▇▇▇▇▇ Loans prepaid pursuant to the contemplated PIPE this Section 5.9 may not be reborrowed. (g) No premium or enters into penalty shall be payable in connection with any similar transaction involving the sale or exchange of equity securitiesprepayment under this Section 5.9, debt or convertible debt of Parent subsequent but such prepayment shall still be subject to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementSection 6.5.

Mandatory Prepayment. Borrower (i) Within 10 days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2025 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Term Loans in Full at accordance with Section 2.05(d) in an amount equal to the following times result of (to the extent positive) (1) the Applicable ECF Percentage of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) without duplication of any amounts deducted pursuant to clause (b)(i) of the definition of “Excess Cash Flow”, the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.05(b) and any other prepayments of Indebtedness (other than Indebtedness incurred under this Agreement) secured by Liens on the Collateral on a pari passu basis with the Liens on the Collateral securing the Obligations (but, in the following amounts:case of revolving loans, only to the extent that the revolving credit commitment in respect thereof is permanently reduced by the amount of such payments) made by the Borrowers during such Fiscal Year, or after the end of such Fiscal Year and prior to the date that the financial statements with respect to such Fiscal Year are delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii); provided that no prepayment under this Section 2.05(c)(i) shall be required unless (x) the amount thereof exceeds the ECF Threshold Amount (and only any amount in excess of the ECF Threshold Amount shall be required to be prepaid) and (y) such prepayment is permitted by Section 2.3(b)(i)(B) of the Intercreditor Agreement; provided, further, that if the Specified Term Loan ECF Prepayment Conditions (as defined in the Intercreditor Agreement) are satisfied with respect to such prepayment, the Borrowers agree to deliver the certificate required by clause (b) of such definition to the Administrative Agent and the ABL Agent at least five Business Days prior to the date of such prepayment. (iii) concurrently Within 10 days of any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f) or (g) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $1,500,000 in the aggregate for any Fiscal Year (it being agreed the Borrowers may retain all amounts below such threshold). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Within 10 days of the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an the Borrowers shall prepay the outstanding principal amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection therewith. (iiiv) within forty-five (45Immediately upon receipt by the Borrowers of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent 100% of such proceeds. (50%vi) Notwithstanding the foregoing, Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with (x) a Disposition, (y) the receipt of Extraordinary Receipts consisting of casualty insurance proceeds or condemnation awards, and (z) the receipt of any other Extraordinary Receipts in an aggregate amount not to exceed $1,000,000 during the term of this Agreement, in each case, that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in the business of the Excess Parent and its Subsidiaries; provided that (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Flow earned during such prior Fiscal QuarterProceeds, until (B) the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant Administrative Borrower delivers a certificate to the contemplated PIPE Administrative Agent within 10 days after such Disposition or enters into any similar transaction involving loss, destruction or taking, as the sale case may be, stating that such Net Cash Proceeds shall be used to replace, repair or exchange restore properties or assets used in such Person’s business (which certificate shall set forth estimates of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), Borrowers shall(C) such Net Cash Proceeds are so reinvested within 365 days after the date of receipt of such Net Cash Proceeds (or, if within such initial 365-day period, the Parent or its Subsidiaries enter into a binding commitment to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining reinvest such Net Cash Proceeds, until it is paid in full, after which any remaining such Net Cash Proceeds may are so reinvested within 180 days after the date of such commitment), (D) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (E) upon the earlier of (1) the expiration of such applicable reinvestment period or (2) the occurrence of an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used by Borrower to prepay further the Loan, to repay Senior Debt Obligations in accordance with Section 2.05(c)(ii) or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.05(c)(iv) as applicable.

Mandatory Prepayment. (i) Promptly, and in any event within 2 Business Days following the date upon which the Borrower is required to deliver to the Administrative Agent its audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the requirement to deliver to the Agents and the Lenders the financial statements for the Fiscal Year ended December 31, 2016, the Borrower shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to the following times result of (to the extent positive) (1) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.05(b) during such Fiscal Year (in the case of payments made by the Borrower pursuant to Section 2.05(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments). (ii) Promptly, and in the following amounts: (i) concurrently with the any event within 2 Business Days after receipt by any Loan Party of any Net Cash Proceeds from any DispositionDisposition under clauses (h), in an amount equal to such Net Cash Proceeds; and (iim) concurrently with or (n) of the receipt definition of Permitted Disposition or any Disposition that is not a Permitted Disposition by any Loan Party of any Net Cash Proceeds from any issuance of or its equity securities (other than equity securities that are issued to (x) ParentSubsidiaries, (y) management of Parent, or (z) to Persons that as the Borrower shall prepay the outstanding principal amount of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed (y) for all such Dispositions by Foreign Subsidiaries, $1,000,000 in any Fiscal Year and (z) for all such Dispositions by the Parent and its Domestic Subsidiaries, $500,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) within forty-five Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to fifty percent (50%) 100% of the Excess Net Cash Flow earned during Proceeds received by such prior Fiscal QuarterPerson in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, until incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Within 2 Business Days after receipt of any Net Cash Proceeds by any Loan is reduced Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the outstanding principal of the Loans in principal amount to $30,000,000, and, thereafter, accordance with Section 2.05(d) in an amount equal to twenty-five percent (25%) 100% of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, received by such Person in connection therewith to the extent provided that the aggregate amount of Net Cash Proceeds received by all Loan Parties (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed (x) for all such Extraordinary Receipts received by Foreign Subsidiaries (excluding Extraordinary Receipts of the type described in and permitted clause (a) of the definition thereof), $1,000,000 in any Fiscal Year, (y) for all such Extraordinary Receipts received by the Black Forest Subordination Agreement, pay the then outstanding principal amount Parent and its Domestic Subsidiaries (excluding Extraordinary Receipts of the Black Forest Note type described in clause (a) of the definition thereof), $500,000 in any Fiscal Year and (z) for all such Extraordinary Receipts of the type described in clause (a) of the definition thereof, $1,000,000 in any Fiscal Year. (v) [Reserved.] (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $500,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from any remaining all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair, restore or purchase properties or assets (other than current assets) used in such Person's business, provided that, (A) no Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, until it is paid in full(B) the Borrower delivers a certificate to the Administrative Agent within 10 Business Days after such Disposition or loss, after which any remaining destruction or taking, as the case may be, stating that such Net Cash Proceeds may shall be used to replace, repair, restore or purchase properties or assets used or useful in such Person's business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement (if held by Borrower a Loan Party), and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay further the Loan, to repay Senior Debt Obligations in accordance with Section 2.05(c)(ii) or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.05(c)(iv) as applicable.

Mandatory Prepayment. Borrower (i) The Borrowers will promptly (and in any event within two (2) Business Days) prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds the Total Revolving Credit Commitment, to the full extent of any such excess. (ii) [Intentionally Omitted]. (iii) [Intentionally Omitted]. (iv) Within five (5) Business Days of delivery to the Agents and the Lenders of annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended on December 31, 2020 (or, if such financial statements are not delivered to the Agents on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), five (5) Business Days after the date such statements are required to be delivered to the Agents pursuant to Section 7.01(a)(ii)), the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with clause (d) below in an amount equal to the following times result (if positive) of (1) 50% of the Excess Cash Flow of the Parent and in its Subsidiaries for such Fiscal Year (provided, that Excess Cash Flow for the following amounts:Fiscal Year ended on December 31, 2020 shall be calculated for the period commencing on the Effective Date and ending on December 31, 2020), minus (2) the amount of any voluntary prepayments of the Term Loans made during such Fiscal Year, minus (3) the amount of any voluntary prepayments of the Revolving Loans accompanied by a permanent reduction or termination of the Total Revolving Credit Commitment during such Fiscal Year. (iv) concurrently Subject to clause (viii) below, within five (5) Business Days following any Permitted Disposition (other than a Disposition pursuant to clauses (b), (c), (d), (f), (▇) , (▇), (▇), (▇) and (k) of the definition of “Permitted Disposition”) by any Loan Party or its Subsidiaries pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Permitted Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Permitted Dispositions $500,000 in any Fiscal Year. Nothing contained in this subsection (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (vi) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (vii) Subject to clause (viii) below, within two (2) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with clause (d) below an amount equal to 100% of such Extraordinary Receipts net of any reasonable expenses incurred in collecting such Extraordinary Receipts to the extent that the aggregate amount thereof received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $750,000 in any Fiscal Year; provided, that the Loan Parties shall not be required to prepay the outstanding principal of the Loans in connection with the receipt of any Extraordinary Receipts with respect to the Club Ready Settlement in an aggregate amount not to exceed $2,000,000. (viii) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Permitted Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(v) or Section 2.05(c)(vii), as the case may be, up to $1,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from any Disposition, in an amount equal all such Permitted Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds; and Proceeds and Extraordinary Receipts are used to acquire, replace, repair or restore properties or assets used in the Parent’s and its Subsidiaries’ business, provided that, (iiA) concurrently with no Event of Default has occurred and is continuing on the receipt by any Loan Party of any date such Person receives such Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parentor Extraordinary Receipts, (yB) management the Administrative Borrower delivers a certificate to the Administrative Agent within 30 days after the receipt of Parentsuch Net Cash Proceeds or Extraordinary Receipts resulting from such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds or Extraordinary Receipts shall be used to acquire, replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed two hundred and seventy (270) days after the date of receipt of such Net Cash Proceeds or Extraordinary Receipts (which certificate shall set forth estimates of the Net Cash Proceeds or Extraordinary Receipts to be so expended), (C) such Net Cash Proceeds or Extraordinary Receipts are (1) deposited in an account of a Loan Party listed on Schedule 6.01(v) or (z2) used to Persons that prepay the Revolving Loans so long as a reserve is established in the amount of such prepayment which reserve shall be released only upon the reinvestment of such proceeds in accordance with the terms of this clause (viii), and (D) upon the earlier of (1) the expiration of the date hereof hold equity period specified in Parent; butthe relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of an Event of Default, without limitation such Net Cash Proceeds or Extraordinary Receipts, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(v) or Section 2.05(c)(vii) as applicable. (ix) Within three (3) Business Days after receipt by the Borrowers of the foregoing, and for avoidance proceeds of any doubt, inclusive Permitted Cure Equity pursuant to Section 9.02 in respect of any equity securities issued pursuant to noncompliance with the contemplated PIPE or any similar offering whether to Persons that as financial covenant set forth in Section 7.03, the Borrowers shall prepay the outstanding principal amount of the date hereof hold equity Loans in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementproceeds.

Mandatory Prepayment. Borrower (a) The Notes shall prepay the Loan until Paid be prepaid in Full at the following times full, together with all interest, fees (including, without limitation, all breakage fees associated therewith (if any) and expenses plus a prepayment premium computed in accordance with Section 3.3 hereof, as if such prepayment was a voluntary prepayment, in the following amounts:event of a Change of Control. (b) The Series A Notes and Series B Notes shall be prepaid (i) concurrently with respect to any Asset Sales permitted by Section 7.2(f) hereof, by the receipt amounts specified in Section 7.2(f) (together with all interest, fees and expenses computed in accordance with Section 3.3), as if such prepayment was a voluntary prepayment; provided, however, that a prepayment by any the Loan Party of any Parties pursuant to this Section 3.5(b)(i) shall be made only if (A) an individual Asset Sale results in Net Cash Proceeds from to the Loan Parties in an amount in excess of $50,000 (a "Significant Asset Sale"), or (B) in any Dispositionfiscal quarter of the Loan Parties, the Loan Parties have consummated Assets Sales (other than Significant Asset Sales) resulting in aggregate Net Cash Proceeds of at least $10,000 since the last prepayment pursuant to this Section 3.5(b)(i)(B), in which case a prepayment pursuant to this Section 3.5(b)(i)(B) shall be due and payable at the end of such fiscal quarter in an amount equal to the aggregate amount of all such Net Cash Proceeds; and (ii) concurrently with by an amount equal to the receipt Net Cash Proceeds received by any Loan Party (other than ACE Funding) from any and all issuances of equity (which do not constitute a Change of Control) or Indebtedness (excluding Indebtedness under the Revolving Facility or Indebtedness arising under the Money Order Agreement, in the ordinary course of business) by any Loan Party (other than ACE Funding) or all Loan Parties (other than ACE Funding), together with all interest, fees and expenses computed in accordance with Section 3.3, as if such prepayment was a voluntary prepayment; provided, however, that with respect to any issuance of equity due to the exercise of stock options, warrants or other similar rights issued to the officers, directors or employees of any Loan Party, a prepayment by the Loan Parties pursuant to this Section 3.5(b)(ii) shall be made only if (A) an individual issuance of equity results in Net Cash Proceeds from to the Loan Parties in an amount in excess of $50,000 (a "Significant Equity Rights Issuance") or (B) in any issuance fiscal quarter of its the Loan Parties, the Loan Parties have consummated issuances of equity securities due to the exercise of stock options, warrants or other similar rights issued to the officers, directors or employees of any Loan Party (other than equity securities that are issued to (xSignificant Equity Rights Issuances) Parent, (y) management resulting in aggregate Net Cash Proceeds of Parent, or (z) to Persons that as of at least $10,000 since the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued last payment pursuant to this Section 3.5(b)(ii)(B), in which case a prepayment pursuant to this Section 3.5(b)(ii)(B) shall be due and payable at the contemplated PIPE or any similar offering whether to Persons that as end of the date hereof hold equity in Parent or otherwise) such fiscal quarter in an amount equal to the aggregate amount of all such Net Cash Proceeds; and (iii) within forty-five prior to the expiration of 91 days after the occurrence of a Loan Reduction Event, by an amount equal to 50% of the Loan Receivables Collection Amount (45such amount, the "Loan Receivables Prepayment Amount"), together with all interest, fees and expenses computed in accordance with Section 3.3, as if such prepayment was a voluntary prepayment; and (iv) prior to the expiration of 90 days after the end of each Fiscal Quarter fiscal year of the Company (commencing with the Fiscal Quarter fiscal year ending September on June 30, 20082004), in by an amount equal to fifty percent (50%) % of the Loan Parties' Excess Cash Flow earned during for such prior Fiscal Quarterfiscal year (or, until with respect to the Loan is reduced fiscal year ending June 30, 2004, the 15-month period ending on such date) together with all interest, fees and expenses computed in principal amount to $30,000,000accordance with Section 3.3, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during as if such prior Fiscal Quarterprepayment was a voluntary prepayment. Notwithstanding clause (ii) above, in the event that Parent issues equity securities Any and all prepayments pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to this Section 3.5(b) shall be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shallapplied first, to the extent provided in Series B Notes and permitted by second, to the Black Forest Subordination Agreement, pay the then outstanding principal amount Series A Notes. (c) Any prepayment of the Black Forest Note from any remaining Net Cash ProceedsNotes under Sections 3.5(a), until it is paid in full, after which any remaining Net Cash Proceeds may 3.5(b)(i)(A) and 3.5(b)(ii)(A) shall be used by Borrower made within one (1) Business Day of the event giving rise to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementmandatory prepayment requirement.

Mandatory Prepayment. (i) Within 5 Business Days after the delivery to the Agents and the Lenders of financial statements pursuant to Section 7.01(a)(ii) and Section 7.01(a)(iii): (A) commencing with the delivery to the Agents and the Lenders of the financial statements for the third full Fiscal Quarter ending after the Closing Date (and ending with the delivery of the financial statements pursuant to Section 7.01(a)(iii) for the Fiscal Year 2020) or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii) or Section 7.01(a)(iii), as applicable, on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii) or Section 7.01(a)(iii), as applicable, the Borrower shall prepay the Loan until Paid outstanding principal amount of the Term Loans in Full at accordance with Section 2.05(d) in an amount equal to 50% of Excess Cash Flow for Holdings and its Subsidiaries for such Fiscal Quarter; (B) commencing with the following times delivery to the Agents and the Lenders of the financial statements for each Fiscal Quarter ending after Fiscal Year 2020 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii) or Section 7.01(a)(iii), as applicable, on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii) or Section 7.01(a)(iii), as applicable, the Borrower shall prepay the outstanding principal amount of the Term Loans in the following amounts: accordance with Section 2.05(d) in an amount equal to (i) concurrently if the Total Gross Leverage Ratio for the four Fiscal Quarter period ending on the last day of such Fiscal Quarter is 1.00 to 1.00 or greater, 90% of Excess Cash Flow for Holdings and its Subsidiaries for such Fiscal Quarter and (ii) if the Total Gross Leverage Ratio for the four Fiscal Quarter period ending on the last day of such Fiscal Quarter is less than 1.00 to 1.00, 50% of Excess Cash Flow for Holdings and its Subsidiaries for such Fiscal Quarter. (C) Notwithstanding the foregoing, the aggregate principal amount of Term Loans required to be prepaid pursuant to this Section 2.05(c)(i) for any Fiscal Quarter shall be reduced, on a dollar-for-dollar basis, by the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(b) during such Fiscal Quarter. (ii) Within 5 Business Days after any Sale and Leaseback Transactions or any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h), (i) (but only to the extent the fair market value of such property does not exceed $100,000 per such Disposition or series of related Dispositions) or (j) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Sale and Leaseback Transaction or Disposition, as applicable. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Sale and Leaseback Transaction or Disposition of any property other than in accordance with Section 7.02(f) or Section 7.02(c)(ii), as applicable. (iii) Within 1 Business Day after the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Within 5 Business Days after the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrower shall prepay the outstanding principal of the date hereof hold equity Term Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(iv), such Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair, improve, renovate or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Borrower delivers a certificate to the Administrative Agent within forty-five (45) 5 Business Days after the receipt of such Net Cash Proceeds stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 180 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds (commencing which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(iv). (vi) Within 5 Business Days after the delivery to the Agents and the Lenders of annual financial statements pursuant to Section 7.01(a)(iii) for the Fiscal Quarter Years ending September 30in 2020 and 2021, 2008or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to fifty percent (50%) the amount by which the aggregate amount of unrestricted cash and Cash Equivalents of Holdings and its Subsidiaries as of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) last day of the Excess Cash Flow earned during such prior applicable Fiscal Quarter. Notwithstanding clause Year exceeds $40,000,000. (iivii) above, in On the event date that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to is 37 Business Days after the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from Borrower shall prepay the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash ProceedsTerm Loans in accordance with Section 2.05(d) in an amount, until it is paid in fullif any, after which any remaining Net Cash Proceeds may be used by Borrower equal to prepay further the Loan, aggregate principal amount of Existing Convertible Notes that have not been surrendered for repurchase or conversion on or prior to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementsuch date.

Mandatory Prepayment. i. Within three (3) Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2022 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), by the date three (3) Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with Section 2.06(d) in an amount equal to the following times result of (to the extent positive) (1) ECF Percentage of Holdings and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.06(b) for such Fiscal Year (in the following amounts:case of payments made by the Borrower pursuant to Section 2.06(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments). ii. Immediately upon any Disposition (iexcluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h) concurrently or (j) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in any Fiscal Year. Nothing contained in this Section 2.06(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). iii. Immediately upon the receipt of Net Cash Proceeds (A) from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith or (B) upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.06(d) in an amount equal to 25% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.06(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. iv. Immediately upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrower shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.06(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection therewith. (iiiv. Immediately upon receipt by the Borrower of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.06(d) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%100% of such proceeds. vi. Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.06(c)(ii) of or Section 2.06(c)(iv), as the Excess Cash Flow earned during such prior Fiscal Quartercase may be, until the Loan is reduced in principal amount up to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, 250,000 in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into aggregate in any similar transaction involving the sale or exchange Fiscal Year of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided in that, (A) no Default or Event of Default has occurred and permitted by is continuing on the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining date such Person receives such Net Cash Proceeds, until it is paid in full(B) the Borrower delivers a certificate to the Administrative Agent within five (5) days after such Disposition or loss, after which any remaining destruction or taking, as the case may be, stating that such Net Cash Proceeds may shall be used by Borrower to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 120 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended); provided that such Net Cash Proceeds shall actually be reinvested within an additional 90 days thereafter, (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay further the Loan, to repay Senior Debt Obligations in accordance with Section 2.06(c)(ii) or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.06(c)(iv) as applicable.

Mandatory Prepayment. Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with The Borrowers will immediately prepay the receipt by outstanding principal amount of the Term Loan in the event that (A) the Total Revolving Credit Commitment is terminated for any Loan Party reason and (B) Excess Availability on the date of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; andthe termination of the Total Revolving Credit Commitment is less than $10,000,000. (ii) concurrently Within 10 days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(i), commencing with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued delivery to (x) Parent, (y) management of Parent, or (z) to Persons that as the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2004 or, if such financial statements are not delivered to the Agents and the Lenders on the date hereof hold equity in Parent; butsuch statements are required to be delivered pursuant to Section 7.01(a)(i), without limitation ten (10) days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(i), the Borrowers shall prepay the outstanding principal amount of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity Loans in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Net Cash Proceeds; andFiscal Year. (iii) within forty-five (45) Within 3 days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008any Disposition by any Loan Party pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to fifty percent (50%) 100% of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, received by such Person in connection with such Disposition to the extent provided in and permitted by that the Black Forest Subordination Agreement, pay the then outstanding principal aggregate amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used received by Borrower all Loan Parties (and not paid to prepay further the LoanAdministrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $1,000,000 in any Fiscal Year (provided that the aggregate amount of Net Cash Proceeds not subject to prepayment pursuant to this clause (iii), when taken together with the aggregate amount of Extraordinary Receipts not subject to repay Senior Debt or for any other corporate purpose prepayment pursuant to clause (v) below shall not exceed $3,000,000 in contravention of any terms the aggregate during the term of this Agreement.). Nothing contained in this clause (iii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing on the date such Person receives Net Cash Proceeds in connection with a Disposition of equipment, such Net Cash Proceeds (in an aggregate amount not to exceed $1,000,000 in any Fiscal Year) received by such Person may, at the option of the Borrowers, be applied to acquire replacement equipment for the equipment so disposed of, provided, that (x) until so applied, such Net Cash Proceeds shall either be (1) deposited into a cash collateral account with a commercial bank designated by the Collateral Agent (and when so deposited such Net Cash Proceeds shall constitute Collateral for the Obligations then outstanding and shall remain in such cash collateral account until such Net Cash Proceeds are applied in accordance with either of clauses (y) or (z) of this clause (iii)) or (2) upon notification by the Administrative Borrower to the Agents, applied to the Revolving Loans (and concurrently with such application to the Revolving Loans, the Administrative Agent shall, at the direction of the Collateral Agent, establish and maintain a corresponding reserve to Availability in the amount so applied, which reserve shall be released at such time as the Borrowers re-borrow funds in such amount to be used in accordance with either of clauses (y) or

Mandatory Prepayment. (a) The Borrower shall be required to prepay the Loan until Paid in Full at the following times and in the following amountsLoans: (i) concurrently with the upon receipt by any Loan Party the Borrower of Insurance Proceeds as required pursuant to Section 8.10 (Insurance and Condemnation Proceeds Account); (ii) upon receipt by the Borrower of Condemnation Proceeds, as required pursuant to Section 8.10 (Insurance and Condemnation Proceeds Account); (iii) upon receipt of any Net Cash Project Document Termination Payments, as required pursuant to Section Section 8.11 (Extraordinary Proceeds from any Disposition, in an amount equal to such Net Cash ProceedsAccount); and (iiiv) concurrently with the upon receipt by any Loan Party of proceeds of any Net Cash Proceeds from any issuance of its equity securities asset disposal (other than equity securities proceeds received from the sale of Products) that are issued not used for replacement, as required pursuant to Section Section 8.11 (xExtraordinary Proceeds Account). (b) ParentThe Borrower shall be required to prepay the Term Loans: (i) on each Quarterly Payment Date, as required pursuant to priorities tenth and eleventh of Section 8.04(b) (yRevenue Account); (ii) management of Parenton any Quarterly Payment Date, if required pursuant to Sections 8.09(c)(ii) or (zd)(i) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds(Prepayment Holding Account); and (iii) within forty-five (45) days after on the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30Conversion Date, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities if required pursuant to Section 8.04(c) (Revenue Account). (c) The Borrower shall be required to prepay the contemplated PIPE or enters into any similar transaction involving Working Capital Loans if a Borrowing Base Certificate demonstrates that the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then then-outstanding principal amount of the Black Forest Note from Working Capital Loans exceeds the then-effective Working Capital Commitment or the Working Capital Loan Available Amount, within three (3) Business Days following the delivery of such Borrowing Base Certificate, in the amount of such excess. (d) All prepayments under this Section 3.10 shall be made by the Borrower to the Administrative Agent for the account of the applicable Lenders and shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the date of payment and by any remaining Net Cash Proceedsadditional amounts required to be paid under Section 4.05 (Funding Losses). (e) Amounts of principal prepaid under this Section 3.10 (other than pursuant to Section 3.10(c) shall be allocated by the Administrative Agent: (i) first, until it is to the Construction Loans or Term Loans, as the case may be, pro rata among the Construction/Term Lenders in proportion to their respective principal amounts of outstanding Construction Loans or Term Loans, as the case may be; (ii) second, if all outstanding Construction Loans or Term Loans, as the case may be, have been paid in full, after to the Working Capital Loans, pro rata among the Working Capital Lenders in proportion to their respective principal amounts of outstanding Working Capital Loans (and the Aggregate Working Capital Loan Commitment shall be reduced by an amount equal to the amount so applied); (iii) third, to the ▇▇ ▇▇▇▇ Collateral Sub-Account in an amount up to the Maximum Available Amounts under all Letters of Credit then outstanding as cash collateral to secure the repayment of any Working Capital Loans that may result from a draw on any such Letter of Credit; and (iv) fourth, if all outstanding Working Capital Loans have been paid in full, and all Letters of Credit have been cash collateralized in full in accordance with priority third above, to fund the Working Capital Reserve Account (and the Aggregate Working Capital Loan Commitment shall be reduced by an amount equal to the amount so applied). (f) Amounts of Construction Loans, Term Loans and Working Capital Loans prepaid pursuant to this Section 3.10 may not be reborrowed, with the exception of any Working Capital Loans prepaid pursuant to paragraph (c) of this Section 3.10 which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementreborrowed.

Mandatory Prepayment. (i) Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended June 30, 2022 (provided that the amount of Excess Cash Flow for the Fiscal Year ended June 30, 2022 shall be limited to such Excess Cash Flow for the portion of such Fiscal Year commencing on the Effective Date through June 30, 2022) or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an outstanding principal amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 50.0% of the Excess Cash Flow of the Borrower and its Subsidiaries for such Net Cash Proceeds; andFiscal Year. (iiiii) within forty-five Immediately upon any Disposition (45) days after the end of each Fiscal Quarter excluding Dispositions which qualify as Permitted Dispositions under clauses (commencing with the Fiscal Quarter ending September 30, 2008a), (b), (c), (d), (e), (f) or (g) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to fifty percent (50%) 100% of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, received by such Person in connection with such Disposition to the extent provided in and permitted by that the Black Forest Subordination Agreement, pay the then outstanding principal aggregate amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used received by Borrower all Loan Parties and their Subsidiaries (and not paid to prepay further the Loan, to repay Senior Debt or Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $500,000 in any other corporate purpose not Fiscal Year. Nothing contained in contravention of any terms of this Agreement.-55- 939843v.13

Mandatory Prepayment. Borrower (i) Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2021 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall, if the Leverage Ratio of the Ultimate Parent and its Subsidiaries as of the end of such Fiscal Year is (A) greater than 3.50 to 1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (1) 50% of the Excess Cash Flow of the Ultimate Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year (in the case of payments made by the Borrowers pursuant to Section 2.05(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments), or (B) equal to or less than 3.50 to 1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (1) 25% of the Excess Cash Flow of the Ultimate Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year (in the case of payments made by the Borrowers pursuant to Section 2.05(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments). (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f) or (g) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan until Paid Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $1,000,000 in Full at the following times and any Fiscal Year. Nothing contained in the following amounts:this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii) (iiii) concurrently Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to (A) with respect to any Indebtedness (other than Permitted Indebtedness), 100% of the Net Cash Proceeds received by such Person in connection therewith and (B) with respect to an Equity Issuance (other than any Excluded Equity Issuances), 50% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to such 100% of the Net Cash Proceeds; andProceeds received by such Person in connection therewith to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Extraordinary Receipts $1,000,000 in any Fiscal Year. (iiiv) within forty-five (45Immediately upon receipt by the Borrowers of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent 100% of such proceeds. (50%vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the Excess Cash Flow earned during such prior Fiscal Quarterreceipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or 2.05(c)(iv), until as the Loan is reduced in principal amount case may be, up to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, 5,000,000 in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into aggregate in any similar transaction involving the sale or exchange Fiscal Year of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business; provided in that, (A) no Default or Event of Default has occurred and permitted by is continuing on the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining date such Person receives such Net Cash Proceeds, until it is paid in full(B) the Administrative Borrower delivers a certificate to the Administrative Agent within five days after such Disposition or loss, after which any remaining destruction or taking, as the case may be, stating that such Net Cash Proceeds may shall be used by Borrower to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay further the Loan, to repay Senior Debt Obligations in accordance with Section 2.05(c)(ii) or for any other corporate purpose not in contravention of any terms of this Agreement2.05(c)(iv) as applicable.

Mandatory Prepayment. (a) Subject to Section 2.9.2(c), Borrower shall prepay prepay, first, the Loan Term A Loans until Paid in Full and, then, the Term B Loans until Paid in Full (in each case in the inverse order of maturity to the remaining installments thereof), at the following times and in the following amounts: (i) concurrently with the receipt by Holdings, Borrower or any Loan Party Subsidiary of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and; (ii) concurrently with the receipt by Holdings, Borrower or any Loan Party Subsidiary of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) Section 7.11(a)), in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) 90 days after the end of each Fiscal Quarter Year (commencing with the Fiscal Quarter ending September 30, 2008Year 2006), in an amount equal to fifty percent (50%) the ECF Percentage of the Excess Cash Flow earned for such Fiscal Year. (b) If on any day the Revolving Loans then outstanding exceed Borrowing Availability, whether pursuant to a reduction of the Revolving Loan Commitment pursuant to Section 2.8.1 or otherwise, Borrower shall immediately prepay Revolving Loans in an amount sufficient to eliminate such excess. (c) Notwithstanding Section 2.9.2(a), on each Monday during such prior Fiscal Quarterthe term of the Revolving Loan Commitment and for so long as there are Revolving Loans outstanding, Borrower shall prepay the Revolving Loans until the Loan is reduced Paid in principal amount to $30,000,000, and, thereafter, Full in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during at the time of such prior Fiscal Quarterpayment. Notwithstanding clause (iiPayments pursuant to this Section 2.9.2(c) above, shall not result in a reduction in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Revolving Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this AgreementCommitment.

Mandatory Prepayment. Borrower (i) The Borrowers will promptly (and in any event within two (2) Business Days) prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds the Total Revolving Credit Commitment, to the full extent of any such excess. (ii) [Intentionally Omitted]. (iii) [Intentionally Omitted]. (iv) Within five (5) Business Days of delivery to the Agents and the Lenders of annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended on December 31, 2020 (or, if such financial statements are not delivered to the Agents on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), five (5) Business Days after the date such statements are required to be delivered to the Agents pursuant to Section 7.01(a)(ii)), the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with clause (d) below in an amount equal to the following times result (if positive) of (1) 50% of the Excess Cash Flow of the Parent and in its Subsidiaries for such Fiscal Year (provided, that Excess Cash Flow for the following amounts:Fiscal Year ended on December 31, 2020 shall be calculated for the period commencing on the Effective Date and ending on December 31, 2020), minus (2) the amount of any voluntary prepayments of the Term Loans made during such Fiscal Year, minus (3) the amount of any voluntary prepayments of the Revolving Loans accompanied by a permanent reduction or termination of the Total Revolving Credit Commitment during such Fiscal Year. (v) Subject to clause (viii) below, within five (5) Business Days following any Permitted Disposition (other than a Disposition pursuant to clauses (b), (c), (d), (f), (g), (h), (i), (j) concurrently and (k) of the definition of “Permitted Disposition”) by any Loan Party or its Subsidiaries pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Permitted Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Permitted Dispositions $500,000 in any Fiscal Year. Nothing contained in this subsection (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (vi) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (vii) Subject to clause (viii) below, within two (2) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with clause (d) below an amount equal to 100% of such Extraordinary Receipts net of any reasonable expenses incurred in collecting such Extraordinary Receipts to the extent that the aggregate amount thereof received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $750,000 in any Fiscal Year; provided, that the Loan Parties shall not be required to prepay the outstanding principal of the Loans in connection with the receipt of any Extraordinary Receipts with respect to the Club Ready Settlement in an aggregate amount not to exceed $2,000,000. (viii) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Permitted Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(v) or Section 2.05(c)(vii), as the case may be, up to $1,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from any Disposition, in an amount equal all such Permitted Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds; and Proceeds and Extraordinary Receipts are used to acquire, replace, repair or restore properties or assets used in the Parent’s and its Subsidiaries’ business, provided that, (iiA) concurrently with no Event of Default has occurred and is continuing on the receipt by any Loan Party of any date such Person receives such Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parentor Extraordinary Receipts, (yB) management the Administrative Borrower delivers a certificate to the Administrative Agent within 30 days after the receipt of Parentsuch Net Cash Proceeds or Extraordinary Receipts resulting from such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds or Extraordinary Receipts shall be used to acquire, replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed two hundred and seventy (270) days after the date of receipt of such Net Cash Proceeds or Extraordinary Receipts (which certificate shall set forth estimates of the Net Cash Proceeds or Extraordinary Receipts to be so expended), (C) such Net Cash Proceeds or Extraordinary Receipts are (1) deposited in an account of a Loan Party listed on Schedule 6.01(v) or (z2) used to Persons that prepay the Revolving Loans so long as a reserve is established in the amount of such prepayment which reserve shall be released only upon the reinvestment of such proceeds in accordance with the terms of this clause (viii), and (D) upon the earlier of (1) the expiration of the date hereof hold equity period specified in Parent; butthe relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of an Event of Default, without limitation such Net Cash Proceeds or Extraordinary Receipts, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(v) or Section 2.05(c)(vii) as applicable. (ix) Within three (3) Business Days after receipt by the Borrowers of the foregoing, and for avoidance proceeds of any doubt, inclusive Permitted Cure Equity pursuant to Section 9.02 in respect of any equity securities issued pursuant to noncompliance with the contemplated PIPE or any similar offering whether to Persons that as financial covenant set forth in Section 7.03, the Borrowers shall prepay the outstanding principal amount of the date hereof hold equity Loans in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementproceeds.

Mandatory Prepayment. (a) The Borrower shall be required to prepay the Loan until Paid in Full at the following times and in the following amountsLoans: (i) concurrently with the upon receipt by any Loan Party the Borrower of Insurance Proceeds as required pursuant to Section 12.01(d)(ii) or Section 12.01(e) of the Accounts Agreement; (ii) upon receipt by the Borrower of Condemnation Proceeds, as required pursuant to 12.01(d)(ii) or 12.01(e) of the Accounts Agreement; (iii) upon receipt of any Net Cash Proceeds Project Document Termination Payments, as required pursuant to Section 13.01(b)(ii)(B) of the Accounts Agreement; (iv) upon receipt of proceeds of any asset disposal (other than proceeds received from any Dispositionthe sale of Products) that are not used for replacement in accordance with Section 13.01(b)(i)(B) of the Accounts Agreement; and (v) upon payment in full of all outstanding Construction Loans or Term Loans, as the case may be, prepayment in an amount equal full of all outstanding Working Capital Loans within ninety (90) days thereof; (b) The Borrower shall be required to such Net Cash Proceedsprepay the Loans: (i) on each Quarterly Payment Date prior to the Conversion Date as required pursuant to priorities eleventh and twelfth of Section 6.01(b) of the Accounts Agreement; and (ii) concurrently with on the receipt by any Loan Party Initial Quarterly Payment Date and each Quarterly Payment Date thereafter as required pursuant to priorities twelfth, fifteenth and sixteenth of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (xSection 6.01(c) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; butAccounts Agreement; (c) The Borrower shall be required to prepay the Loans on the Initial Quarterly Payment Date and any Quarterly Payment Date thereafter, without limitation if the Historical Debt Service Coverage Ratio on such Quarterly Payment Date is less than 1.5:1.0, as required pursuant to priority seventeenth of Section 6.01(c) of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued Accounts Agreement; (d) The Borrower shall be required to prepay the Loans: (i) on the Conversion Date as required pursuant to the contemplated PIPE or any similar offering whether to Persons that as priority sixth of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash ProceedsSection 2.06(e); and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) aboveon the Conversion Date, in the event that Parent issues equity securities pursuant to priority seventh of Section 2.06(e); (e) The Borrower shall be required to prepay the contemplated PIPE or enters into any similar transaction involving Working Capital Loans: (i) if a Borrowing Base Certificate demonstrates that the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then then-outstanding principal amount of the Black Forest Note from Working Capital Loans exceeds the then-effective Working Capital Commitment or the Working Capital Available Amount, within three (3) Business Days following the delivery of such Borrowing Base Certificate, prepay the Working Capital Loans in the amount of such excess; and (ii) in order to ensure that there are no outstanding Working Capital Loans for a period of ten (10) consecutive Business Days in each calendar year; (f) All prepayments under this Section 3.10 shall be made by the Borrower to the Administrative Agent for the account of the applicable Lenders and shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the date of payment and by any additional amounts required to be paid under Section 4.05 (Funding Losses); (g) Amounts of principal prepaid under this Section 3.10 (other than pursuant to Section 3.10(d)) shall be allocated by the Administrative Agent: (i) first, to the Construction Loans or Term Loans, as the case may be, pro rata among the Construction/Term Lenders based on their respective outstanding principal amounts of Construction Loans or Term Loans, as the case may be, on the date of such prepayment (and then, in the case of the Term Loans, to the remaining Net Cash Proceedsoutstanding installments of principal of the Term Loans under Section 3.02(a) in inverse order of maturity); (ii) second, until it is if all outstanding Construction Loans or Term Loans, as the case may be, have been paid in full, after which any remaining Net Cash Proceeds may to the Working Capital Loans, pro rata among the Working Capital Lenders in proportion to their respective principal amounts of outstanding Working Capital Loans (and the Aggregate Working Capital Loan Commitment shall be used reduced in each case by Borrower an amount equal to prepay further the Loanamount so applied); (iii) third, to repay Senior Debt or for any other corporate purpose not the ▇▇ ▇▇▇▇ Collateral Sub-Account in contravention an amount up to the Maximum Available Amounts under all Letters of Credit then outstanding as cash collateral to secure the repayment of any terms Working Capital Loans that may result from a draw on any such Letter of this Agreement.Credit; and (iv) fourth, if all outstanding Working Capital Loans have been paid in full, and all Letters of Credit have been cash collateralized in full in accordance with priority third above, to the Working Capital Reserve Account (and the Aggregate Working Capital Loan Commitment shall be reduced by an amount equal to the amount so applied); and

Mandatory Prepayment. Borrower (i) Within 5 Business Days of the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended June 30, 2026 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 5 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Term Loan until Paid A, Term Loan B and Delayed Draw Term Loan in Full at accordance with Section 2.05(d) in an amount equal to the following times result of (to the extent positive) (1) (x) if the Total Leverage Ratio of the Administrative Borrower and in its Subsidiaries for the following amounts:applicable Fiscal Year is greater than 4.00 to 1.00, 50% of the Excess Cash Flow of the Administrative Borrower and its Subsidiaries for such Fiscal Year and (y) if the Total Leverage Ratio of the Administrative Borrower and its Subsidiaries for the applicable Fiscal Year is less than or equal to 4.00 to 1.00, 25% of the Excess Cash Flow of the Administrative Borrower and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Sections 2.05(b)(i) (to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments) and Section 2.05(b)(ii) for such Fiscal Year or after such Fiscal Year but prior to such payment date. (iii) concurrently with Within 5 Business Days of the receipt by any Loan Party or any of any its Subsidiaries of the Net Cash Proceeds from any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (g), (h), (i), (j), (l), or (m) of the definition of Permitted Disposition) or Sale and Leaseback Transaction by any Loan Party or its Subsidiaries, the Borrowers shall IF " DOCVARIABLE "SWDOCIDLOCATION" 1" = "1" " DOCPROPERTY "SWDOCID" #4927-3168-0564V34 06/05/2025 " "" #4927-3168-0564V34 06/05/2025 prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition or Sale and Leaseback Transaction to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries shall exceed for all such Dispositions and Sale and Leaseback Transactions $5,000,000 in any Fiscal Year (it being understood and agreed any prepayment of such Net Cash Proceeds; andProceeds shall be inclusive of this threshold amount each Fiscal Year once exceeded). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii) or a Sale and Leaseback Transaction with respect to any property other than in accordance with Section 7.02(f). (iiiii) concurrently Within 5 Business Days of the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (iv) Within 5 Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from Extraordinary Receipts in excess of $1,250,000 in the aggregate in any issuance of its equity securities (other than equity securities that are issued to (x) ParentFiscal Year, (y) management of Parent, or (z) to Persons that as the Borrowers shall prepay the outstanding principal of the date hereof hold equity Term Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds (it being understood and agreed any prepayment of such Net Cash Proceeds shall be inclusive of this threshold amount each Fiscal Year once exceeded) received by such Person in connection with such Extraordinary Receipts. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with (1) a Disposition (other than pursuant to clause (h) of the definition of “Permitted Disposition”) or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Term Loans pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, and (2) a Disposition pursuant to clause (h) of the definition of “Permitted Disposition”, the Net Cash Proceeds from such Dispositions and such Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair, restore or otherwise acquire properties or assets (other than current assets) used or useful in such Person’s business; provided that, (A) no Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a notice to the Administrative Agent within 10 Business Days after receipt of such Net Cash Proceeds stating that such Net Cash Proceeds are intended or expected to be used to replace, repair, restore or otherwise acquire properties or assets used or useful in such Person’s business within a period specified in such certificate not to exceed 180 days (or such longer period as the Administrative Agent may agree in its sole discretion) and (C) upon the expiration of the period specified in the relevant notice furnished to the Administrative Agent pursuant to clause (B) above (or, if a commitment to replace, repair, restore or otherwise acquire properties or assets has been entered into prior to the expiration of such period, then the expiration of the 180 day period following the expiration of such period), such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Term Loans in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable; andprovided further that the aggregate amount of Net Cash Proceeds reinvested pursuant to Section 2.05(c)(v)(1) shall not exceed $5,000,000 in any Fiscal Year, and the aggregate amount of Net Cash Proceeds reinvested pursuant to Section 2.05(c)(v)(2) shall not exceed $5,000,000 in any Fiscal Year. (iiivi) To the extent any Exchange (as defined in each Exchange Agreement) under an Exchange Agreement is not consummated on or prior to the date that is twelve (12) Business Days (such twelfth (12th) Business Day, the “Exchange Agreement Deadline”) following the Effective Date and IF " DOCVARIABLE "SWDOCIDLOCATION" 1" = "1" " DOCPROPERTY "SWDOCID" #4927-3168-0564V34 06/05/2025 " "" #4927-3168-0564V34 06/05/2025 failure to consummate one or more Exchanges (as defined in each Exchange Agreement) causes the Exchange Threshold Amount to be positive, the Administrative Borrower shall promptly (and, in any event, within forty-five one (451) days after Business Day following the end Exchange Agreement Deadline) prepay the Loans, in Dollars equal to one hundred percent (100%) of each Fiscal Quarter (commencing the Loans that were to be used to consummate such Exchange pursuant to an Exchange Agreement that was not consummated on or prior to the Exchange Agreement Deadline; provided, however, that the Administrative Borrower shall not be required to prepay Loans in excess of an amount that would cause the Exchange Threshold Amount to be less than zero; provided further, that if any such prepayment is required pursuant to this Section 2.05(c)(vi), the Administrative Agent is authorized and instructed to withdraw amounts on deposit in the Escrow Account in accordance with the Fiscal Quarter ending September 30, 2008Escrow Agreement to effectuate such prepayment. (vii) Notwithstanding any other provisions of this Section 2.05(c), (A) to the extent that any amount that would otherwise be required to be paid pursuant to Section 2.05(c)(i), Section 2.05(c)(ii) or Section 2.05(c)(iv) (collectively, the “Subject Proceeds”) is generated by an Excluded Subsidiary and is prohibited, delayed or restricted by (1) applicable local Requirements of Law or (2) the Governing Documents of such Excluded Subsidiary from being repatriated to the Borrowers, an amount equal to the portion of such Subject Proceeds so affected will not be required to be applied to repay the Loans at the times provided in this Section 2.05(c) but may be retained by such Excluded Subsidiary; provided that, if (x) the applicable local Requirements of Law cease to prohibit repatriation to the Borrowers, as determined by the Administrative Borrower in good faith following consultation with the Administrative Agent (the Borrowers hereby agreeing to use commercially reasonable efforts to cause such Excluded Subsidiary to promptly take all actions reasonably required by the applicable local Requirements of Law to permit such repatriation) or (y) the Governing Documents of such Excluded Subsidiary cease to prohibit such repatriation (the Borrowers hereby agreeing to use commercially reasonable efforts to cause such Excluded Subsidiary to amend its Governing Documents to permit such repatriation to the Borrowers), in each case, within 365 days following the date such Excess Cash Flow prepayment is required to be made or such Net Cash Proceeds are received, such repatriation will thereafter be promptly effected and an amount equal to such Subject Proceeds will be promptly (and in any event not later than 2 Business Days after such repatriation) applied (net of additional taxes payable or reserved against, and additional costs incurred, as a result thereof) to the repayment of the Loans pursuant to this Section 2.05(c) to the extent provided herein and (B) to the extent that the Administrative Borrower has reasonably determined in good faith, in consultation with the Administrative Agent, that repatriation of, or the obligation to repatriate, any Subject Proceeds attributable to any Excluded Subsidiary would have material adverse tax consequences to the Administrative Borrower or such owners that are Loan Parties or are part of a tax consolidated group with the Loan Parties, and its Subsidiaries, such Subject Proceeds will not be required to be applied to repay the Loans at the times provided in this Section 2.05(c) but may be retained by such Excluded Subsidiary until such time as it may repatriate such amount without incurring such material adverse tax consequences to the Administrative Borrower or its direct or indirect equityholders, and its Subsidiaries (at which time the Borrowers shall make a payment to repay the Loans to the extent provided herein). (viii) The Administrative Borrower shall provide at least 5 Business Days prior written notice before 11:00 a.m. New York time to the Administrative Agent (or such shorter period as agreed by the Administrative Agent in its sole discretion) with respect to any prepayment expected to be made pursuant to this Section 2.05(c) (other than clause (c)(ix)) (any such notice, a “Notice of Prepayment”). (ix) The Borrowers will promptly prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds the Borrowing Base, to the full extent of any such excess. IF " DOCVARIABLE "SWDOCIDLOCATION" 1" = "1" " DOCPROPERTY "SWDOCID" #4927-3168-0564V34 06/05/2025 " "" #4927-3168-0564V34 06/05/2025 (x) Immediately upon receipt by the Borrowers of the proceeds received by any Loan Party or any of its Subsidiaries in connection with a sale of Accounts to a third party through factoring or another bulk sale thereof, the Borrowers shall prepay the outstanding principal of the Revolving Loans in an amount equal to fifty percent (50%) 100% of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, but solely to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding aggregate principal amount of Revolving Loans outstanding at such time exceeds the Black Forest Note from any remaining Net Cash Proceeds, until it is paid Borrowing Base in full, effect at such time based upon the most recently delivered Borrowing Base Certificate after which any remaining Net Cash Proceeds may be used by Borrower giving effect to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention sale of any terms of this Agreementsuch Accounts.

Mandatory Prepayment. (i) Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2024 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 75.0% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year to the extent in excess of $500,000. Notwithstanding the foregoing, the amount of Loans required to be repaid pursuant to this Section 2.05(c)(i) for any Fiscal Year shall be reduced on a dollar for dollar basis by the amount of optional prepayments of Term Loans made pursuant to Section 2.05(b) during such Fiscal Year (other than optional prepayments made with the proceeds of any Indebtedness). Any Excess Cash Flow payment made pursuant to this Section 2.05(c)(i) shall exclude the portion of Excess Cash Flow (and, for avoidance of doubt, any related deductions in respect thereto) that is attributable to any Person or line of business acquired pursuant to a Permitted Acquisition or Investment permitted ▇▇▇▇▇▇▇▇▇ and that accrues prior to the closing date of the applicable Permitted Acquisition or Investment permitted hereunder. (ii) Promptly following any Disposition, which is not permitted or any Permitted Dispositions under clauses (h) or (j) of the definition of Permitted Disposition by any Loan until Paid Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in Full at accordance with Section 2.05(d) in an amount equal to 100% of the following times Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $500,000 in any Fiscal Year and not to exceed $1,000,000 in the following amounts:aggregate over the term of this Agreement (and, for the avoidance of doubt, only by the amount in excess thereof); provided, that the Borrower shall not be required to make such prepayment to the extent (A) such Net Cash Proceeds are reinvested in property that is useful in the business of the Loan Parties, in which the Administrative Agent will have a first-priority perfected Lien (to the extent such disposed property constituted Collateral), within 180 days of the date of such Disposition (it being understood that such prepayment shall be due immediately upon the expiration of such 180-day period if not reinvested), and (B) no Default or Event of Default exists or would result therefrom. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iiii) concurrently Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrower shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith to the extent that the aggregate amount of Net Cash Proceeds received by such Person (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $500,000 for all such Extraordinary Receipts in any Fiscal Year and not to exceed $1,000,000 in the aggregate over the term of this Agreement (and, for the avoidance of doubt, only by the amount in excess thereof); provided that the Borrowers shall not be required to make such prepayment to the extent (A) such Net Cash Proceeds; andProceeds are reinvested in property that is useful in the business of the Loan Parties, in which the Administrative Agent will have a first-priority perfected Lien (to the extent such property subject to Extraordinary Receipts constituted Collateral), within 180 days of the date of such Extraordinary Receipt (it being understood that such prepayment shall be due immediately upon the expiration of such 180-day period), and (B) no Default or Event of Default exists or would result therefrom. (iiiv) within forty-five (45Immediately upon receipt by the Borrower of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent 100% of such proceeds. (50%vi) Notwithstanding any other provisions of this Section 2.05(c), (A) to the extent that the repatriation to the United States of any or all of the Net Cash Proceeds of any mandatory prepayment by a Foreign Subsidiary (other than any Foreign Subsidiary that is a Loan Party) (“Foreign Prepayment Event”) or the Excess Cash Flow earned during such prior Fiscal Quarteris attributed to a Foreign Subsidiary that is not a Loan Party (“Foreign Excess Cash Flow”) would be (x) prohibited, until the Loan restricted or delayed by applicable local law or (y) restricted by applicable material constituent documents of a Foreign Subsidiary that is reduced not Wholly-Owned and not created in principal amount to $30,000,000contemplation of this Section 2.05(c)(vi), and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromor Excess Cash Flow that would be so affected were the Borrower to attempt to repatriate such cash will not be required to be applied to repay the Obligations at the times provided in this Section 2.05(c) so long, Borrowers shallbut only so long, as the applicable local law or applicable material constituent documents would not otherwise permit repatriation to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement.United States and

Mandatory Prepayment. Borrower (i) Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended June 30, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the Loan until Paid outstanding principal amount of the Loans in Full at accordance with clause (d) below in an amount equal to the following times result of (A) 50% of the Consolidated Excess Cash Flow of the Company and its Subsidiaries for such Fiscal Year minus (B) the aggregate amount of all optional principal payments on the Loans that were made during such Fiscal Year pursuant to Section 2.05(b); provided, that any Consolidated Excess Cash Flow payment made pursuant to this Section 2.05(c)(i) shall exclude the portion of Consolidated Excess Cash Flow that is attributable to the target of a Permitted Acquisition that accrued prior to the closing date of such Permitted Acquisition; provided, further that in the following amounts:case of the fiscal year ended June 30, 2014, the Borrowers shall only be obligated to prepay the outstanding principal amount of the Obligations in an amount equal to the applicable percentage of the Consolidated Excess Cash Flow for the period commencing with the Closing Date and ending on June 30, 2014. (ii) Within 5 Business Days of any Disposition by any Loan Party or its Subsidiaries pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition, to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Lenders as a prepayment of the Loans in accordance herewith) shall exceed for all such Dispositions $250,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Within 5 Business Days of the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k) concurrently or (l) of the definition of Permitted Indebtedness), or upon an Equity Issuance (other than issuances done in connection with (A) any employee incentive, stock option or other employee benefit plan and (B) any warrants existing as of the Effective Date and described on Schedule 2.05(c)), in each case, after the Effective Date, the Borrowers shall prepay the outstanding amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Within 5 Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with clause (d) below in an amount equal to 100% of such Extraordinary Receipts (net of any reasonable expenses incurred in collecting such Extraordinary Receipts), to the extent that the aggregate amount of Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid to the Lenders as a prepayment of the Loans in accordance herewith) shall exceed for all such Extraordinary Receipts $250,000 in any Fiscal Year. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds; and (ii) concurrently with the receipt Proceeds received by any Loan Party or any of any its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, such Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued and Extraordinary Receipts shall not be required to (x) Parent, (y) management of Parent, or (z) be so used to Persons that as of prepay the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant Obligations to the contemplated PIPE or any similar offering whether to Persons extent that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and Proceeds and Extraordinary Receipts are used to replace, repair or restore properties or assets used in such Person's business, provided that, (iiiA) no Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds or Extraordinary Receipts, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within forty-five (45) 30 days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds or Extraordinary Receipts shall be used to replace, repair or restore properties or assets used in such Person's business within a period specified in such certificate not to exceed 180 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds or Extraordinary Receipts (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromor Extraordinary Receipts to be so expended), Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining (C) such Net Cash Proceeds may or Extraordinary Receipts are deposited in an account subject to the dominion and control of the Collateral Agent, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds or Extraordinary Receipts, if not theretofore so used, shall be used by Borrower to prepay further the LoanObligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. For the avoidance of doubt, no mandatory prepayment required under Sections 2.05(c)(i), (c)(ii) or (c)(iv) shall be subject to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreementthe Applicable Prepayment Premium.

Mandatory Prepayment. Borrower (i) Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2026 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii), the Borrowers shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an outstanding principal amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to (1) 50.0% of the Excess Cash Flow of the Parent and its Subsidiaries for such Net Cash Proceeds; andFiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year. (iiiii) within forty-five Immediately upon any Disposition (45) days after the end of each Fiscal Quarter excluding Dispositions which qualify as Permitted Dispositions under clauses (commencing with the Fiscal Quarter ending September 30, 2008a), (b), (c), (d), (e), (f) or (g) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to fifty percent (50%) 100% of the Excess Net Cash Flow earned during Proceeds received by such prior Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $500,000 in any Fiscal QuarterYear. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii) (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), until or upon an Equity Issuance (other than any Excluded Equity Issuances), the Loan is reduced in Borrowers shall prepay the outstanding principal amount to $30,000,000, and, thereafter, of the Loans in accordance with Section 2.05(d) in an amount equal to twenty-five percent (25%) 100% of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided received by such Person in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms connection therewith. The provisions of this Agreement.Section

Mandatory Prepayment. (i) On the third Business Day after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2022 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the third Business Day after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the excess of [***]% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year over voluntary prepayments of the Term Loan until Paid in Full at made since the following times and in date the following amounts:audited annual financial statements were required to be delivered pursuant to Section 7.01(a)(iii) for the previous Fiscal Year. (iii) concurrently Within three Business Days after any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f) or (g) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $[***] in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii) (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Within three Business Days after the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrower shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) [Reserved]. (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person's business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Borrower delivers a certificate to the Administrative Agent within forty-five (45) 5 days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person's business within a period specified in such certificate not to exceed 365 days after the end date of each Fiscal Quarter receipt of such Net Cash Proceeds (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) which certificate shall set forth estimates of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefromto be so expended), Borrowers shall(C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the extent provided in and permitted by Administrative Agent pursuant to clause (B) above or (2) the Black Forest Subordination Agreementoccurrence of a Default or an Event of Default, pay the then outstanding principal amount of the Black Forest Note from any remaining such Net Cash Proceeds, until it is paid in fullif not theretofore so used, after which any remaining Net Cash Proceeds may shall be used by Borrower to prepay further the Loan, to repay Senior Debt Obligations in accordance with Section 2.05(c)(ii) or for any other corporate purpose not in contravention of any terms of this AgreementSection 2.05(c)(iv) as applicable.

Mandatory Prepayment. Borrower (i) Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended September 30, 2016 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall (A) if the Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is equal to or greater than 2.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year., or (B) if the Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is less than 2.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year. (ii) No later than 3 Business Days following any Disposition (excluding (A) Dispositions which qualify as Permitted Dispositions under clauses (a), (a), (c), (d), (e), (f) or (g) of the definition of Permitted Disposition or (B) the Disposition prior to the one year anniversary of the Effective Date of the Facility located in Carmel, New York) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan until Paid Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in Full at the following times and any Fiscal Year. Nothing contained in the following amounts:this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iiii) concurrently No later than 3 Business Days following the issuance or incurrence by any Loan Party or any of its Subsidiaries of (A) any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuances) or (B) any Specified Financing, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) No later than 3 Business Days following the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any DispositionExtraordinary Receipts, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as Borrowers shall prepay the outstanding principal of the date hereof hold equity Loans in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwiseaccordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Extraordinary Receipts $250,000 in any Fiscal Year. (v) [Reserved.] (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards (other than proceeds of Revolver Priority Collateral) that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $2,500,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are reinvested in capital assets used or useful in the business of the Loan Parties which may (but are not required to) be a replacement, restoration or repair of the properties or assets in respect of which such Net Cash Proceeds were received, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds; and , (iiiB) the Administrative Borrower delivers a certificate to the Administrative Agent within forty-five (45) 10 Business Days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to reinvest in capital assets used or useful in the business or the Loan Parties or to replace, repair or restore properties or assets in respect of which such Net Cash Proceeds were received within a period specified in such certificate not to exceed 180 days after the end date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vii) Each Borrower shall immediately prepay the Revolving Loans of such Borrower at any time when the aggregate principal amount of all Revolving Loans of such Borrower plus the outstanding amount of all Letter of Credit Obligations of such Borrower exceeds the Borrowing Base of such Borrower, to the full extent of any such excess. On each Fiscal Quarter (commencing day that any Revolving Loans or Letter of Credit Obligations of a Borrower are outstanding, each such Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base of such Borrower calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations of such Borrower outstanding on such day. If at any time after each applicable Borrower has complied with the Fiscal Quarter ending September 30, 2008first sentence of this Section 2.05(c)(vii), the aggregate Letter of Credit Obligations of such Borrower is greater than the then current Borrowing Base of such Borrower, then such Borrower shall provide cash collateral to the Administrative Agent in an amount equal to fifty percent (50%) 103% of such excess, which cash collateral shall be deposited in the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, Letter of Credit Collateral Account and, thereafterprovided that no Event of Default shall have occurred and be continuing, in an amount equal returned to twenty-five percent (25%) such Borrower, at such time as the aggregate Letter of Credit Obligations of such Borrower plus the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding aggregate principal amount of all outstanding Revolving Loans of such Borrower no longer exceeds the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention then current Borrowing Base of any terms of this Agreementsuch Borrower.

Mandatory Prepayment. Borrower shall prepay 10.2.1 If any person or group of persons acting in concert gains control of the Loan until Paid in Full at the following times and in the following amountsParent: 10.2.1.1 the Parent shall promptly notify the Facility Agent upon becoming aware of that event; 10.2.1.2 a Lender shall not be obliged to fund a Utilisation Request (iexcept for a Rollover Loan) concurrently with and the Facility Agent and the Parent shall consult about the change of control; 10.2.1.3 if the Majority Lenders so require after a period of 45 (forty-five) days from receipt of the notice referred to in clause 10.2.1.1 above, the Facility Agent shall by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal notice to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (ysuch notice to be delivered no later than 60 (sixty) management of Parent, or (z) to Persons that as days from receipt of the date hereof hold equity notice referred to in Parent; butclause 10.2.1.1 above), without limitation cancel the Total Commitments and declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable; 10.2.1.4 if the Facility Agent does not serve the notice referred to in clause 10.2.1.3 above, each Lender may by notice to the Facility Agent which shall be delivered not earlier than 45 (forty-five) days nor later than 60 (sixty) days from receipt of the foregoingnotice referred to in 10.2.1.1 above, and for avoidance of any doubt, inclusive of any equity securities issued pursuant whereupon the Facility Agent shall by notice to the contemplated PIPE or any similar offering whether Parent (such notice to Persons that as be delivered promptly after receipt of the date hereof hold equity Lender’s notification), cancel the Commitment of that Lender and declare the participation of that Lender in Parent or otherwise) in an amount equal all outstanding Loans, together with accrued interest thereon and all other amounts due to such Net Cash Proceeds; and (iii) within forty-five (45) days after Lender under the end of each Fiscal Quarter (commencing with Finance Documents immediately due and payable, whereupon the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) Commitment of the Excess Cash Flow earned during Lender will be cancelled and all such prior Fiscal Quarter, until outstanding amounts will become immediately due and payable. 10.2.2 For the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) purpose of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) 10.2.1 above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement.“control” means:

Mandatory Prepayment. Borrower (i) Commencing with the fiscal year ending December 31, 2023, Borrowers shall prepay the outstanding amount of the Term Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net (i) the Applicable ECF Percentage of Excess Cash Proceeds; and Flow for each fiscal year minus (ii) concurrently with the receipt by any Loan Party aggregate amount of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as optional prepayments of the date hereof hold equity in Parent; but, without limitation Term Loans and optional prepayments of the foregoingRevolving -106- Advances and/or FILO Advances (in each case, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as extent accompanied by a permanent reduction of the date hereof hold equity in Parent or otherwiseRevolving Commitments) in an amount equal each case, actually made during such fiscal year, payable upon delivery of the financial statements to Agent referred to in and required by Section 9.7 for such Net Cash Proceeds; and fiscal year but in any event not later than one hundred twenty (iii) within forty-five (45120) days after the end of each Fiscal Quarter (commencing with such fiscal year. In the Fiscal Quarter ending September 30event that the financial statements referred to above are not so delivered, 2008then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrowers shall make the prepayment required by this Section 2.20(a), subject to adjustment when the financial statement is delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statements. (ii) Not later than ten (10) Business Days following receipt by any Loan party of any Net Cash Proceeds of any casualty or condemnation event or disposition (other than a Permitted Disposition under clauses (a) through (f), (h) through (k), (n), (o) or (r) of the definition thereof), in each case in respect of the Collateral, Borrowers shall prepay or cause to be prepaid the outstanding principal amount of the Obligations in accordance with clause (c) below; provided, so long as no Event of Default or Cash Dominion Trigger Period shall have occurred and be continuing from the date of such casualty or condemnation event or such disposition through the date of such usage, the Borrowers shall have the option, directly or through one or more of their Subsidiaries, to reinvest such Net Cash Proceeds within twelve (12) months of receipt thereof (or, if later, 120 days after the date that a Loan Party or Subsidiary has entered into a binding commitment to reinvest such Net Cash Proceeds prior to the expiration of such twelve (12) month period) in assets useful to the business of the Loan Parties and their Subsidiaries. Nothing contained in this Section 2.20(b)(ii) shall permit any Loan Party or any of its Subsidiaries to make a disposition of any property other than in accordance with Section 7.1. (iii) Promptly upon the issuance or incurrence by any Borrower or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with clause (c) below in an amount equal to fifty one hundred percent (50100%) of the Excess Net Cash Flow earned during Proceeds received by such prior Fiscal QuarterPerson in connection therewith. The provisions of this Section 2.20(b) shall not be deemed to be implied consent to any such issuance, until incurrence or sale otherwise prohibited by the Loan is reduced terms and conditions of this Agreement. (iv) Promptly upon the issuance of any Equity Interests in connection with an exercise of the Cure Right, Borrowers shall prepay the outstanding principal amount to $30,000,000, and, thereafter, of the Obligations in accordance with clause (c) below in an amount equal to twenty-five one hundred percent (25100%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, received by such Person in connection therewith. The provisions of this Section 2.20(b) shall not be deemed to the extent provided in and permitted be implied consent to any such issuance otherwise prohibited by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms and conditions of this Agreement.