Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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.

Mandatory Prepayments. In The Borrower shall make the event that following mandatory prepayments and associated Cash Collateralizations of the Borrower or Letters of Credit, in each case as set forth in Section 2.10: (A) If any of its Subsidiaries (i) receives any Obligor Party shall receive Net Cash Proceeds arising in excess of $20,000,000 from any Debt IssuanceRecovery Event or any event described in Section 5.20(c)(ii) or Section 5.20(c)(iii) shall occur, Equity Issuance the applicable Net Cash Proceeds shall be applied to the prepayment of an aggregate principal amount of the Loans in accordance with the Depositary Agreement or Asset Sale consummated on (B) if any Loan Party shall receive any Performance Liquidated Damages Excess Amount and any event described in Section 5.20(d)(i) or after Section 5.20(d)(ii) shall occur, the Effective Date or applicable Net Cash Proceeds shall be applied to the prepayment of an aggregate principal amount of the Loans in accordance with the Depositary Agreement. (ii) enters into definitive documentation for If any Qualifying Term Loan FacilityIndebtedness shall be issued or incurred by any Obligor Party (excluding any Indebtedness incurred in accordance with Section 6.02), then the Borrower shall shall, on the date of such incurrence, prepay an aggregate principal amount of the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an aggregate amount equal to 100% of such the Net Cash Proceeds not later than two Business Days thereof in accordance with the Depositary Agreement. (iii) On each Quarterly Payment Date (commencing with the first Quarterly Payment Date that occurs in the first full calendar quarter following the receipt by Term Conversion Date), the Borrower or shall, on such Subsidiary Quarterly Payment Date, prepay an aggregate principal amount of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, Loans in an amount equal to the commitments ECF Sweep Amount for such Quarterly Payment Date in accordance with the Depositary Agreement. (iv) In the event that Term Conversion is not achieved by the Term Conversion Date Certain, the Gateway Project or the Diablo Project cannot satisfy all of the conditions precedent to the Term Conversion Date in Section 4.04, or for any other reason any Loan Party wishes to Dispose of the Gateway Project or the Diablo Project or a Guarantor (other than Vista or Holdings) on or before the applicable Date Certain for the Gateway Project or the Diablo Project or the Term Conversion Date Certain, then Borrower shall, substantially concurrently with such Disposal, (A) prepay an aggregate principal amount of the Loans in an amount equal to the applicable amounts for such Project or Guarantor as set forth on Schedule 2.11(b)(iv) in accordance with the Depositary Agreement and (B) distribute to Holdings, and Holdings shall distribute to LeConte, an amount equal to the applicable amount for such Project or Guarantor as set forth on Schedule 2.11(b)(iv) (such amount, the “LeConte Target Disposition Prepayment Amount”). (v) In the event of: (A) any termination of all the Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and terminate all its outstanding Revolving Letters of Credit and/or Cash Collateralize such Revolving Letters of Credit in accordance with Section 2.05(j). If as a result of any partial reduction of the Revolving Commitments, the aggregate Revolving Facility Exposure would exceed the aggregate Revolving Commitments of all Revolving Lenders after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay the Revolving Loans and/or Cash Collateralize the Revolving Letters of Credit in an amount sufficient to eliminate such excess; and (B) any termination of all the DSR Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding DSR L/C Loans and terminate all its outstanding DSR Letters of Credit and/or Cash Collateralize such DSR Letters of Credit in accordance with Section 2.05(j). If as a result of any partial reduction of the DSR Commitments, the aggregate DSR Facility Exposure of any Tranche would exceed the aggregate DSR Commitments of all DSR Lenders under such Tranche after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay the DSR L/C Loans and/or Cash Collateralize DSR Letters of Credit in an amount sufficient to eliminate such excess. (vi) In the event of any reduction or termination of the Construction Commitments, unless the requirements of Section 2.08(b)(ii)(C) are satisfied, the Borrower shall, on the date of such reduction or termination, repay or prepay all outstanding Construction Loans. (vii) In the event of any reduction or termination of the Term Commitments, the Borrower shall, on the date of such reduction or termination prepay on a pro rata basis the Construction Loans and the Vista Expansion Loans in the positive amount (if any) by which the sum of the aggregate outstanding principal amount of the sum of (A) the Construction Loans and any remaining Available Unused Commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness the Construction Commitments and (B) the Vista Expansion Loans and any remaining Available Unused Commitments in respect of the definitive documentation in respect thereof; provided, that Vista Expansion Commitments shall exceed the aggregate amount of the Term Commitments after giving effect to any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, termination or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentreduction.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives If during any fiscal year of the Borrower, the aggregate cumulative amount of Net Cash Asset Disposition Proceeds arising from any Debt Issuancefor such fiscal year exceeds $250,000, Equity Issuance or Asset Sale consummated on or the Borrower shall, immediately after the Effective Date completion of each sale or other disposition which results in such an excess or an increase in such an excess, (A) prepay the outstanding Term Loans and, if the Term Loans shall have been paid in full, (B) prepay the Revolving Loans to the extent Revolving Loans are then outstanding, and (C) otherwise, Cash Collateralize the outstanding L/C Obligations, in an aggregate principal amount equal to one hundred percent (100%) of such excess or such increase in such excess. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this clause (i) with respect to any sale (a "Relevant Sale") if the Borrower advises the Administrative Agent in writing at the time the Net Asset Disposition Proceeds from such Relevant Sale are received that it intends to reinvest all or any portion of such Net Asset Disposition Proceeds in replacement assets to the extent (A) such Net Asset Disposition Proceeds are in fact committed to be reinvested by the Borrower pursuant to a purchase contract providing for the acquisition of such replacement assets that is executed by the Borrower and the related seller within 45 days from the date of such Relevant Sale and (B) the acquisition of such replacement assets occurs within 180 days from the date on which such purchase contract is so executed and delivered. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of the related replacement assets, the 45 or 180 day period provided in clause (A) or (iiB) enters into definitive documentation for any Qualifying Term Loan Facilityof the preceding sentence shall elapse without execution of the related purchase contract (in the case of clause (A)) or the occurrence of the related acquisition (in the case of clause (B)) or an Event of Default shall have occurred and be continuing, then the Borrower shall immediately prepay the Loans in the amount and in the manner described in the first sentence of this clause (i). (ii) If, at any time after the Closing Date, any Loan Party issues or incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures or other similar instruments, but excluding Permitted Indebtedness, the Borrower shall, immediately after such issuance or incurrence, (A) prepay the outstanding 364-Day Tranche Term Loans and, if the Term Loans shall have been paid in full, (B) prepay the Revolving Loans to the extent thereof)Revolving Loans are then outstanding, and (iC) in otherwise, Cash Collateralize the case of any Debt Issuance, Equity Issuance or Asset Saleoutstanding L/C Obligations, in an aggregate principal amount equal to one hundred percent (100% %) of the Net Debt Proceeds of such Indebtedness. (iii) If, at any time after the Closing Date, any Loan Party issues or sells any Equity Securities (other than any issuance or sale specified in the proviso to the definition of Net Equity Proceeds or in connection with the funding of Expansion Capital Expenditures), the Borrower shall, immediately after such issuance or sale, (A) prepay the outstanding Term Loans and, if the Term Loans shall have been paid in full, (B) prepay the Revolving Loans to the extent Revolving Loans are then outstanding, and (C) otherwise, Cash Collateralize the outstanding L/C Obligations, in an aggregate principal amount equal to one hundred percent (100%) of the Net Equity Proceeds not of such Equity Securities. (iv) No later than two three (3) Business Days following (x) the date of receipt by a Loan Party of any Net Insurance Proceeds or Net Condemnation Proceeds, or (y) if applicable, the end of the 180-day period described in the proviso below), the Borrower or such Subsidiary of such Net Cash Proceeds shall (A) prepay the outstanding Term Loans and, if the Term Loans shall have been paid in full, (B) prepay the Revolving Loans to the extent Revolving Loans are then outstanding, and (iiC) in otherwise, Cash Collateralize the case of any Qualifying Term Loan Facilityoutstanding L/C Obligations, in an amount equal to the commitments in respect aggregate amount of the sum of such Qualifying Term Loan Facility Net Insurance Proceeds and Net Condemnation Proceeds in such fiscal year (excluding any amounts used to repair, restore or replace assets in accordance with the immediately upon effectiveness of following proviso); provided the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale Borrower shall not be required obligated to be applied make a prepayment under this clause (iv) if and to the extent that (i) the Borrower advises the Administrative Agent in writing at the time it receives such proceeds that it or another Loan Party intends to repair, restore or replace the assets from which such Net Cash Insurance Proceeds are reinvested inor Net Condemnation Proceeds derived, and does so within 180 days of receipt thereof (or applied such longer period as is reasonably required to complete such repair, restoration or replacement; provided that the Borrower shall have commenced such repair, restoration or replacement during such 180-day period and thereafter proceeds with all due diligence to complete such repair, restoration or replacement within a reasonable period of time acceptable to the replacement Administrative Agent) (it being understood that any Net Insurance Proceeds or repair of Net Condemnation Proceeds retained by the Borrower but not actually expended within such time period to repair, restore or replace the assets to from which such Net Insurance Proceeds or Net Condemnation Proceeds derived shall at that time immediately be used into prepay the Loans in the amount and in the manner described in the first sentence of this clause (iv)). (v) If on or before September 30, 2005, the business Debt Service Coverage Ratio as of any the end of a fiscal quarter of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject is 1.30 to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately 1.00 or lower for at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within least two (2) Business Days consecutive fiscal quarters, the monies then on deposit in the Special Reserve Account (inclusive of receipt) notify monies transferred to the Administrative Agent Special Reserve Account in respect of the receipt by last such fiscal quarter) shall be applied to prepay the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such noticeLoans. All prepayments of Borrowings under the Loans then outstanding pursuant to this paragraph (v) shall be applied, first, to prepay Class A Loans in inverse order of maturity until the Class A Loans are prepaid in full, second, to prepay Class B Loans until the Class B Loans are prepaid in full, and thereafter, to prepay Revolving Loans until the Revolving Loans are prepaid in full. (vi) On each Cash Sweep Date (or such later date not exceeding 30 days thereafter as the Applicable Cash Sweep Percentage as of such Cash Sweep Date has been determined), the Applicable Cash Sweep Percentage of Excess Cash Flow as of such Cash Sweep Date shall be applied to prepay the Loans. All prepayments of the Loans then outstanding pursuant to this paragraph (vi) shall be applied, first, to prepay Class A Loans in inverse order of maturity until the Class A Loans are prepaid in full, second, to prepay Class B Loans until the Class B Loans are prepaid in full, and thereafter, to prepay Revolving Loans until the Revolving Loans are prepaid in full. (vii) If, as a result of the making of any prepayment required to be made pursuant to clauses (i) through (vi) of this Section 2.12 2.8(c), the Borrower would incur Hedging Termination Obligations or costs pursuant to Section 3.5, upon the request of the Borrower made prior to the due date thereof, the amount of such prepayment may be held in the Concentration Account until the end of the applicable Interest Period, at which time such prepayment shall be subject to Section 2.17, 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 paymentmade.

Mandatory Prepayments. In (a) No later than the event that tenth calendar day following the Borrower date of receipt by any Obligor or any of its Restricted Subsidiaries (i) receives of any Net Asset Sale Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of the Company shall apply all such Net Asset Sale Cash Proceeds not later than two Business Days following the receipt by to repay any outstanding Loans as set forth in Section 2.13(a); provided that, if the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal provides written notice to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness Administrative Agent within seven calendar days of the definitive documentation in respect thereof; provided, that date any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested inso received of its intention to undertake such an investment, then so long as no Event of Default shall have occurred and be continuing, the Company shall have the option, directly or applied indirectly or through one or more of its Restricted Subsidiaries, to invest such Net Asset Sale Cash Proceeds within twelve months of receipt thereof in assets of the replacement or repair of assets to be general type used in, in the business of any of the Borrower Parent and its Subsidiaries within 180 calendar days of receipt thereofRestricted Subsidiaries; provided, further, that that, if any portion of such Net Asset Sale Cash Proceeds that are subject to the immediately preceding proviso are have not been so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period twelve-month period, the Borrower shall apply an amount equal to the 364-Day Tranche Loans. The amount of Net Asset Sale Cash Proceeds that have not been so reinvested as set forth in Section 2.13(a). (b) If at any time, the Aggregate Total Exposure exceeds the aggregate Revolving Commitments then in effect, the Borrower shall promptly forthwith prepay first, Loans, and second Cash Collateralize the outstanding amount of Letter of Credit Usage at the Agreed L/C Cash Collateral Amount, to the extent necessary so that the Aggregate Total Exposure shall not exceed the Revolving Commitments then in effect (and or, in the case of Letter of Credit Usage, such amounts are fully Cash Collateralized in compliance with the Agreed Cash Collateral Amount). (c) If, after giving effect to any event within two (2) Business Days termination of receipt) notify the Administrative Agent or reduction of the receipt Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess (including a corresponding reduction to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentapplicable Issuing Bank).

Mandatory Prepayments. In (a) Until the event that Rollover Date, if the Borrower or any of its Subsidiaries (i) Subsidiary receives any Net Cash Proceeds arising from any Debt IssuanceAsset Sale, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall offer to prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two (in the case of an Asset Sale by a Foreign Subsidiary, net of additional taxes payable (or that would be payable if the Net Cash Proceeds were repatriated to the United States) or reserved against as a result thereof) in accordance with Section 2.10(b)(v) on or prior to the date which is ten (10) Business Days following after the date of the realization or receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (iiProceeds; provided that no such offer to make a prepayment shall be required pursuant to this Section 2.10(b)(i)(A) in the case of any Qualifying Term Loan Facility, in an amount equal with respect to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds that the Borrower shall reinvest in accordance with Section 2.10(b)(i)(B). (b) With respect to any Net Cash Proceeds realized or received with respect to any Asset Sale shall not be required to be applied to Sale, at the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any option of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for the Borrower’s or a Subsidiary’s business within twelve (12) months following receipt of such Net Cash Proceeds; provided that are subject to the immediately preceding proviso any such Net Cash Proceeds that are not so reinvested within such 180 calendar day period, such unused portion the applicable time period set forth above shall be applied immediately at as set forth in Section 2.10(b)(i)(A) within five (5) Business Days after the end of the applicable time period set forth above. (ii) If a Change in Control occurs, the Borrower shall offer to prepay all Loans within 30 days following the date of such period to the 364-Day Tranche Loans. Change in Control. (iii) The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to clause (i) of this Section 2.10(b) at least three (3) Business Days prior to the date of such prepayment and or any prepayment pursuant to clause (iii) of this Section 2.10(c) at least ten (10) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness amount of such definitive documentation, as applicable, and the prepayment. The Administrative Agent will promptly notify each Lender of its the contents of the Borrower’s prepayment notice and of such Lender’s pro rata share of the prepayment. (iv) Notwithstanding any other provisions of this Section 2.10(b) to the contrary, to the extent that any or all the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.10(b)(i) (a “Foreign Disposition”) are prohibited or delayed by applicable local Law from being repatriated to the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied to offer to repay Loans at the times provided in this Section 2.10(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as applicable Law will not permit or delays repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable Law, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than five (5) 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 2.10(b) to the extent provided herein; provided, however, that 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 would have material adverse tax consequences, the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary, provided that, in the case of this clause (ii), on or before the date 12 months following the date of receipt of each such notice. All Net Cash Proceeds, (x) the Borrower shall apply an amount equal to such Net Cash Proceeds to such reinvestments or prepayments as if such Net Cash Proceeds had been received by the Borrower rather than such Foreign Subsidiary, less the amount of Borrowings under additional taxes that would have been payable (or that would be payable if the Net Cash Proceeds were repatriated to the United States) or reserved against if such Net Cash Proceeds had been repatriated or (y) such Net Cash Proceeds shall be applied to the repayment of Indebtedness of a Foreign Subsidiary. (v) Each prepayment of Loans pursuant to this Section 2.12 2.10(b) shall be subject offered to the Lenders on a pro rata basis pursuant to procedures satisfactory to the Administrative Agent (it being understood that any Lender may decline to participate in any such prepayment). (vi) Any prepayment of Loans pursuant to this Section 2.17, but shall otherwise be without premium or penalty, and 2.10(b) shall be accompanied by (i) accrued interest to the extent required by Section 2.12, (ii) break funding payments to the extent required by Section 2.15 and unpaid interest on (iii) in the case of a prepayment pursuant to Section 2.10(b)(ii) following the occurrence of a Demand Failure Event, a premium equal to 1% of the principal amount to be prepaid to but excluding of the date of paymentLoans prepaid.

Mandatory Prepayments. In the event that (a) If any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (i) receives excluding any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereofIndebtedness incurred in accordance with Section 7.2), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such the Net Cash Proceeds not later than two Business Days following thereof shall be applied on the receipt by date of such incurrence toward the prepayment of the Term Loans. (b) If on any date the Borrower or such Subsidiary any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 75% of such Net Cash Proceeds shall be applied within five Business Days following such date toward the prepayment of the Term Loans; provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed, in any fiscal year of the Borrower, an amount equal to 5% of Consolidated Total Assets as of the last day of the Borrower’s immediately preceding fiscal year, and (ii) in the case of any Qualifying Term Loan Facilityon each Reinvestment Prepayment Date, in an amount equal to the commitments in Reinvestment Prepayment Amount with respect of such Qualifying Term Loan Facility immediately upon effectiveness to the relevant Reinvestment Event shall be applied toward the prepayment of the definitive documentation in respect thereofTerm Loans; provided, that any such Net Cash Proceeds with respect to any Asset Sale further, that, notwithstanding the foregoing, the Borrower shall not be required to be applied prepay the Term Loans in accordance with this paragraph (b) except to the extent such that the Net Cash Proceeds are reinvested infrom all Asset Sales which have not been so applied equals or exceeds $20,000,000 in the aggregate. (c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2007, there shall be Excess Cash Flow and the Consolidated Leverage Ratio as of the last day of such fiscal year is greater than or applied equal to the replacement or repair of assets 2.75 to be used in1.00, the business Borrower shall, on the relevant Excess Cash Flow Application Date, apply 50% of any such Excess Cash Flow toward the prepayment of the Term Loans. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and its Subsidiaries (ii) the date such financial statements are actually delivered. (d) If on any Calculation Date, the Total Revolving Extensions of Credit exceed 105% of the Total Revolving Commitments or the Alternative Currency LC Exposure exceeds 105% of the Alternative Currency LC Commitment, the Borrower shall, without notice or demand, within 180 calendar days three Business Days after such Calculation Date, prepay the Revolving Loans (or, if no Revolving Loans remain outstanding, cash collateralize Letters of receipt thereof; providedCredit in a manner satisfactory to the Administrative Agent) in an aggregate amount such that, furtherafter giving effect thereto, that if the Total Revolving Extensions of Credit do not exceed the Total Revolving Commitments and the Alternative Currency LC Exposure does not exceed the Alternative Currency LC Commitment. (e) The application of any portion prepayment of such Net Cash Proceeds Loans pursuant to this Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 (except in the case of Revolving Loans that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche ABR Loans and Swingline Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentsuch prepayment on the amount prepaid and shall in every case be without premium, charge or penalty on account of such prepayment except such as would otherwise be due on account of a prepayment prior to the last day of an Interest Period.

Mandatory Prepayments. In (a) Unless the event that Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by SuperHoldings, Holdings, the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuancetheir respective Subsidiaries, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d), provided, however, that the foregoing requirements of this paragraph (a)(ii) shall not apply to any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event (or, in the event of damage by casualty, the date the repair or restoration of the relevant Property is completed) then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds not later than two Business Days following shall be applied on such date toward the receipt by prepayment of the Borrower or such Subsidiary of such Term Loans as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $1,000,000 in any fiscal year of the Borrower, or $2,000,000 in any fiscal year of the Borrower immediately succeeding a fiscal year of the Borrower as of the last day of which the Consolidated Leverage Ratio is less than or equal to 4.0 to 1.0, and (ii) in the case of any Qualifying Term Loan Facilityon each Reinvestment Prepayment Date, in an amount equal to the commitments in Reinvestment Prepayment Amount with respect of such Qualifying Term Loan Facility immediately upon effectiveness to the relevant Reinvestment Event shall be applied toward the prepayment of the definitive documentation Term Loans as set forth in respect thereofSection 2.12(d); providedand provided further, that any notwithstanding the foregoing, such Net Cash Proceeds with respect which are not subject to any Asset Sale a Reinvestment Notice shall not be required to be applied to toward the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any prepayment of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion Term Loans until the date upon which the aggregate amount of such Net Cash Proceeds that received by SuperHoldings, Holdings, the Borrower and their respective Subsidiaries and not previously applied toward the prepayment of the Term Loans shall exceed $1,000,000. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending March 31, 2005, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an "Excess Cash Flow Application Date") no later than three months after the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are subject required to be delivered to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion Lenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied immediately at the end of such period to the 364-Day Tranche prepayment of the Term Loans. The Borrower application of any prepayment pursuant to this Section 2.12 shall promptly (be made first to Base Rate Loans and in any event within two (2) Business Days of receipt) notify the Administrative Agent second to Eurodollar Loans. Each prepayment of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings Loans under this Section 2.12 shall be subject to Section 2.17, 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 paymentsuch prepayment on the amount prepaid. Partial prepayments of the Term Loans pursuant to this Section 2.12 shall be applied in the order set forth in Section 2.18 (e) If, at any time the Total Revolving Extensions of Credit exceeds the lesser of (A) the Borrowing Base in effect on such date and (B) the Total Revolving Credit Commitments, the Borrower shall repay the Revolving Credit Loans to the extent of such excess, provided that if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. (f) The Borrower agrees that during each calendar year there shall be a period of at least 30 consecutive days during which there are no Revolving Extensions of Credit outstanding.

Mandatory Prepayments. In Within five (5) Business Days of the event that receipt of Net Cash Proceeds from the occurrence of any Casualty Event or Specified Asset Sale, Holdings and the Borrower shall apply an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by Holdings or any of its Subsidiaries with respect to such Casualty Event or Specified Asset Sale, as the case may be, to (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the prepayment of outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case payment of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount of the Loans being prepaid and the payment of the Early Prepayment Fee. Such Net Cash Proceeds shall be allocated to such prepayment and payments such that the full amount of principal, interest and prepayment fees payable hereunder shall be paid with such Net Cash Proceeds. Notwithstanding the foregoing, so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within three (3) Business Days following the occurrence of any such Casualty Event or Specified Asset Sale, a Responsible Officer of the Borrower delivers to the Administrative Agent a notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Casualty Event or Specified Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Specified Asset Sale or to the cost of purchase or constructing other assets useful in the business of the Borrower or its Subsidiaries, then such Net Cash Proceeds of such Casualty Event or Specified Asset Sale may be applied for such purpose in lieu of such mandatory prepayment otherwise required pursuant to this clause (b) to the extent such Net Cash Proceeds of such Casualty Event or Asset Sale are actually applied for such purpose; provided that, in the event that Net Cash Proceeds have not been so applied within one hundred and eighty (180) days following the occurrence of such Casualty Event or Specified Asset Sale (or, if within such 180-day period the Borrower enters into a binding commitment to purchase or acquire such assets, within ninety (90) days from entering into such binding commitment), the Borrower shall make a mandatory prepayment of the Loans in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by Holdings or any of its Subsidiaries with respect to such Casualty Event or Specified Asset Sale, as the case may be, together with payment of accrued and unpaid interest on the principal amount of the Loans being so prepaid and the applicable Early Prepayment Fee, with such amount of Net Cash Proceeds being allocated to but excluding the date prepayment of paymentprincipal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the payment of the Early Prepayment Fee such that the full payable with respect to such mandatory prepayment is paid with such unused balance of Net Cash Proceeds.

Mandatory Prepayments. (a) Not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale or Casualty Event, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans. (b) On each occasion that an Equity Issuance occurs at Valuation of less than $2,000,000,000, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Equity Issuance, apply 100% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans. (c) In the event that the Borrower any Loan Party or any subsidiary of its Subsidiaries (i) receives any a Loan Party shall receive Net Cash Proceeds arising from the issuance or incurrence of Indebtedness for money borrowed of any Debt IssuanceLoan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay shall, substantially simultaneously with (and in any event not later than the outstanding 364-third Business Day Tranche Loans (to next following) the extent thereof)receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans. (d) In the event that any Loan Party shall receive Net Cash Proceeds from any Extraordinary Receipt, the Borrower shall, substantially simultaneously with (and in any event not later than two the third Business Days following Day next following) the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term by such Loan FacilityParty, in apply an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion 100% of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche prepay outstanding Term Loans. . (e) The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify deliver to the Administrative Agent Agent, at the time of each prepayment required under this Section, (i) a certificate signed by a Financial Officer of the receipt by Borrower setting forth in reasonable detail the Borrower or such Subsidiary calculation of any such Net Cash Proceeds and/or the effectiveness amount of such definitive documentationprepayment and (ii) to the extent practicable, as applicableat least three days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the Administrative Agent will promptly notify each Lender of its receipt principal amount of each such noticeLoan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.172.05(c) and 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.

Mandatory Prepayments. In the event that (a) Immediately upon receipt by the Borrower or any of its Subsidiaries (i) receives any of Net Cash Proceeds arising from of any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for Recovery Event in excess of $5,000,000 in any Qualifying Term Loan FacilityFiscal Year, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (iObligations in accordance with Section 2.12(e) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100such Net Cash Proceeds, except to the extent that such Net Cash Proceeds are reinvested in any existing, or related, line of business of the Borrower or any Subsidiary within 180 days of such Asset Sale or Recovery Event (it being understood that such prepayment shall be due immediately upon the expiration of such 180 day period to the extent not reinvested); provided, that if after giving effect to such Asset Sale or Recovery Event the Loan to Value Ratio exceeds 85% then to the extent necessary to cause the Loan to Value Ratio to be equal to or less than 85% the Borrower shall make such prepayment immediately upon the receipt of such Net Cash Proceeds not later than two Business Days following Proceeds. (b) Immediately upon the receipt by the Borrower or such Subsidiary any of such its Subsidiaries of Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facilityissuance of Indebtedness (other than Indebtedness permitted under Section 7.1), the Borrower shall prepay the Obligations in accordance with Section 2.12(e) in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly Proceeds. (and in any event within two (2c) Business Days of receipt) notify the Administrative Agent of Immediately upon the receipt by the Borrower or such Subsidiary any of its Subsidiaries of Net Cash Proceeds from the issuance of any Capital Stock (other than Capital Stock issued by a Subsidiary to the Borrower or another Subsidiary), the Borrower shall prepay the Obligations in accordance with Section 2.12(e) in an amount equal to such Net Cash Proceeds and/or Proceeds. (d) Within ninety days after the effectiveness end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2012, the Borrower shall prepay the Obligations in accordance with Section 2.12(e) Table of Contents in an amount equal to 50% of Consolidated Excess Cash Flow for such Fiscal Year minus the amount of any voluntary prepayments made on the Term Loan during such period. (e) Any prepayments made by the Borrower pursuant to Sections 2.12(a), (b), (c) or (d) above shall be applied as follows: first, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans, and applied to the principal installments thereof on a pro rata basis; second, to the principal balance of the Swing Line Loans, until the same shall have been paid in full, to the Swingline Lender, third, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments and fourth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such definitive documentationdate plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses second through fourth above, unless a Default or an Event of Default has occurred and is continuing and the Required Revolving Lenders so request. (f) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject reduced pursuant to Section 2.172.8 (including after giving effect to the mandatory reduction of Aggregate Revolving Commitments pursuant to Section 2.8(c)) or otherwise, but the Borrower shall otherwise be without premium or penaltyimmediately repay Swingline Loans and Revolving Loans in an amount equal to such excess, and shall be accompanied by together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each prepayment shall be applied first to the principal Swingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to be prepaid to but excluding the date of paymentsuch excess plus any accrued and unpaid fees thereon.

Mandatory Prepayments. In Subject to the event that terms of the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt IssuanceIntercreditor Agreement, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect Net Cash Proceeds received by an Obligor on account of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereofa Prepayment Event; provided, that any such however, that, so long as no Cash Dominion Event or Event of Default shall have occurred and be continuing, Net Cash Proceeds with respect to any Asset Sale on account of a Prepayment Event described in clause (a) or (b) of the definition of Prepayment Event shall not be required to be so applied to the extent an Obligor uses (or commits to use pursuant to a binding agreement) such Net Cash Proceeds to acquire or repair assets consisting of Term Loan Priority Collateral (to the extent such Net Cash Proceeds are reinvested in, or applied to arose from the replacement or repair a Disposition of assets to be used in, the business of any Term Loan Priority Collateral) within 180 days of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds (and if so committed but not reinvested within such 180 day period, such Net Cash Proceeds are so reinvested within 270 days of the receipt of such Net Cash Proceeds), it being expressly agreed that are subject (A) any such Net Cash Proceeds not reinvested or committed to be reinvested within the initial 180 day period shall be paid to the immediately preceding proviso are Lenders and applied to repay the Term Loans within five Business Days following the expiration of such 180 day period and (B) any such Net Cash Proceeds committed to be reinvested during the initial 270 day period and not so reinvested within such 180 calendar 270 day period shall be paid to the Lenders and applied to repay the Term Loans within five Business Days following the expiration of such 270 day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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.

Mandatory Prepayments. In (a) The Borrower shall prepay the event Notes in amounts equal to the amounts required pursuant to Section 7.05; provided that notwithstanding the foregoing, the Borrower shall not be required to make such payment to the extent such payment is prohibited pursuant to the terms of the First Lien Credit Agreement. Such prepayment shall be made no later than the next Business Day after the receipt of such proceeds of the Disposition of such Oil and Gas Properties. (b) The Borrower shall prepay the Notes in amounts equal to 100% of the Net Cash Proceeds of any Casualty Event related to the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or Subsidiaries. Such prepayment shall be made no later than 20 Business Days after the Effective Date or receipt of such proceeds. (iic) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (Notwithstanding anything herein to the extent thereof)contrary, if any of the amounts referred to in Section 2.04(b) will otherwise be reinvested (iincluding for actual repair and replacement following a Casualty Event) in the case of any Debt Issuance, Equity Issuance assets used or Asset Sale, useful in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, carrying on the business of any of the Borrower and its Subsidiaries within 180 calendar 90 days of after the receipt thereof; provided, furtherthen prepayment shall only be required to the extent any excess Net Cash Proceeds remain after making such reinvestment during such 90-day period. If the Borrower plans such reinvestment with the Net Cash Proceeds described in Section 2.04(b), that if any portion then it shall deliver and certify such intention in a certificate from the Financial Officer of the Borrower to the Administrative Agent no later than 20 Business Days after the receipt of such Net Cash Proceeds. Any of the Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within remaining after such 180 calendar 90-day period, such unused portion shall be applied immediately at the end completion of such period to repair or replacement or after the 364-Day Tranche Loans. The Borrower shall has discontinued its good faith pursuit of such repairs or replacement will be promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent applied as a prepayment of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentLoans.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives If, after giving effect to any Net Cash Proceeds arising from any Debt Issuancetermination or reduction of the Commitments pursuant to Section 2.06(b), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilitytotal Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.07(j). (ii) The Borrower shall prepay the outstanding 364-principal amount of Loans in amounts equal to one hundred percent (100%) of the aggregate Net Proceeds from any Asset Disposition. Such prepayments shall be made within one (1) Business Day Tranche Loans (after the date of receipt of the Net Proceeds of any such Asset Disposition by such Credit Party; provided that so long as no Event of Default has occurred and is continuing, no prepayments of aggregate Net Proceeds from Asset Dispositions shall be required hereunder to the extent thereof)such Net Proceeds are used to (A) acquire other assets useful in the ordinary course of the business of the Credit Parties, (iB) fund Expansion Capital Expenditures, or (C) make Permitted Acquisitions, in each case, within three hundred sixty (360) days after receipt of such Net Proceeds by the case Credit Parties, or such longer period of time as may be agreed to by Majority Lenders; provided, however, that any Debt Issuance, Equity Issuance or Asset Sale, portion of the Net Proceeds not actually reinvested within the applicable time period shall be prepaid in accordance with this Section 3.04(c). (iii) [Reserved]. (iv) The Borrower shall prepay the outstanding principal amount of Loans in an amount equal to one hundred percent (100% %) of such the aggregate Net Cash Proceeds not later than two from any Insurance and Condemnation Event received by any Credit Party. Such prepayments shall be made within one (1) Business Days following Day after the date of receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facilitysuch Insurance and Condemnation Event by such Credit Party; provided that, in an amount equal to the commitments in respect so long as no Event of such Qualifying Term Loan Facility immediately upon effectiveness Default has occurred and is continuing, no prepayments of the definitive documentation in respect thereof; provided, that any such aggregate Net Cash Proceeds with respect to any Asset Sale from Insurance and Condemnation Events shall not be required to be applied hereunder to the extent such Net Cash Proceeds are reinvested in, or applied used to (A) acquire other assets useful in the replacement or repair ordinary course of assets to be used in, the business of any the Credit Parties, (B) fund Expansion Capital Expenditures, or (C) make Permitted Acquisitions, in each case, within three hundred sixty (360) days after receipt of such Net Proceeds by the Borrower and its Subsidiaries within 180 calendar days Credit Parties, or such longer period of receipt thereoftime as may be agreed to by Majority Lenders; provided, furtherhowever, that if any portion of such the Net Cash Proceeds that are subject to the immediately preceding proviso are not so actually reinvested within such 180 calendar day period, such unused portion the applicable time period shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly prepaid in accordance with this Section 3.04(c). (and in any event within two (2v) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings A mandatory prepayment under this Section 2.12 3.04(c) shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on not reduce the principal amount to be prepaid to but excluding the date of paymentaggregate Commitments.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives any Not later than fifteen (15) Business Days following the receipt by a Borrower of the Net Cash Proceeds arising from with respect to: (A) any Debt Issuance, Equity Issuance or Asset Sale consummated on or after by such Borrower (other than Asset Sales permitted under Section 6.06) of assets that form part of the Effective Date Collateral, or (iiB) enters into definitive documentation for any Qualifying Term Loan Facilitya Casualty Event, then the such Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to apply 100% of such Net Cash Proceeds not later than two Business Days following received with respect thereto to prepay the receipt by the Borrower or Loans made to such Subsidiary of such Net Cash Proceeds and Borrower. (ii) Not later than the fifth (5th) Business Day after occurrence of a Change in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds Control with respect to any Asset Sale a Borrower, such Borrower shall prepay its Borrowings in full. (iii) Any prepayment under this Section 2.10(b) shall be accompanied by all sums due and payable under this Agreement, and the other Loan Documents, including but not limited to Breakage Costs. (iv) Notwithstanding the foregoing, Borrowers shall not be required to be applied make a prepayment pursuant to this sub-clause (b) with the extent Net Cash Proceeds from any Asset Sale as provided in paragraph (i) above or Casualty Event if the Borrowers advise the Facility Agent in writing within fifteen (15) Business Days after the time such Net Cash Proceeds are reinvested in, received that the applicable Borrower intends to reinvest all or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject in replacement assets to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly extent (and in any event within two (2A) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or are in fact committed to be reinvested by such Borrower pursuant to a purchase contract providing for the effectiveness acquisition of such definitive documentation, as applicable, replacement assets that is executed by such Borrower and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, related seller within one hundred and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding eighty (180) days after the date of paymentsuch Asset Sale or Casualty Event and (B) the acquisition of such replacement assets occurs within two hundred and seventy (270) days after the date of such Asset Sale or Casualty Event. If, at any time after the occurrence of such Asset Sale as provided in paragraph (i) above or Casualty Event and prior to the acquisition of the related replacement assets, the 180- or 270-day period provided in clause (A) or (B) of the preceding sentence shall elapse without execution of the related purchase contract (in the case of clause (A)) or the occurrence of the related acquisition (in the case of clause (B)) or an Event of Default shall occur, then Borrowers shall, upon request, immediately prepay the outstanding Loans made to the applicable Borrower.

Mandatory Prepayments. In (a) The Borrower shall, on the date of receipt of any Net Cash Proceeds by MCRC, the Borrower or their respective Subsidiaries from (a) the sale, lease, transfer or other disposition of any assets of MCRC, the Borrower or their respective Subsidiaries (other than any sale, lease, transfer or other disposition of assets for Net Cash Proceeds in the aggregate not to exceed $25,000,000 during the term of this Agreement), (b) the incurrence or issuance by MCRC, the Borrower or their respective Subsidiaries of any Indebtedness (other than borrowings under the Revolving Credit Facility); provided, however, that if any Indebtedness is incurred for a particular acquisition or transaction and such acquisition or transaction is either unwound or not consummated, then the Net Cash Proceeds of such Indebtedness shall be used to pay back the lender of such Indebtedness, or (c) the issuance and sale by MCRC, the Borrower or their respective Subsidiaries of any Equity Interests for cash, prepay the Loans in an aggregate amount equal to such Net Cash Proceeds. The Borrower shall make such prepayment together with all accrued interest on the amount prepaid. Notwithstanding the foregoing, (1) the Borrower shall not be required to make the prepayment described in clause (a) if and to the extent that the Borrower uses such Net Cash Proceeds to purchase other real property assets, in a bona fide, qualified, deferred exchange under §1031 of the Code, provided that (i) the Borrower shall deposit all such Net Cash Proceeds of sale or other disposition, until required in connection with the purchase of a property, with a qualified intermediary reasonably acceptable to the Administrative Agent and (ii) such qualified intermediary shall be instructed to pay such net proceeds to the Administrative Agent on behalf of the Lenders in the event that either (x) such other real property assets are not identified within 45 days of such sale, or (y) such purchase does not occur within 180 days of such sale and (2) if MCRC, the Borrower or their respective Subsidiaries receives Net Cash Proceeds from the sale of the Real Estate located at 7▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ that would otherwise be required to be used to prepay the Loans, the Borrower may elect to retain such Net Cash Proceeds if it instead reduces the Total Commitment pursuant to §2.11 in an amount equal to such Net Cash Proceeds that would have otherwise been used to prepay the Loans. Amounts repaid pursuant to this §2.10(a) may not be reborrowed. (b) If any transaction to which the Borrower applies the proceeds of the Loans does not close for any reason, or if the Borrower uses the proceeds of the Loans to make a deposit on any transaction (whether into an escrow account or otherwise) and such deposit is thereafter returned or refunded to MCRC, the Borrower or their respective Subsidiaries, then in each case, the Borrower shall, on the date such proceeds are returned to MCRC, the Borrower or any of its Subsidiaries their respective Subsidiaries, prepay the Loans in an aggregate amount equal to such returned amount. Amounts repaid pursuant to this §2.10(b) may not be reborrowed. (ic) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or As soon as possible after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan FacilityInitial Funding Date, then the Borrower shall prepay borrow $200,000,000 under the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Revolving Credit Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender Borrower shall, on the date such loan proceeds are received by it, prepay $200,000,000 of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount of the Loans. Amounts repaid pursuant to this §2.10(c) may be prepaid to but excluding the date of paymentreborrowed in accordance with §2.1.

Mandatory Prepayments. In (i) From and after the event that Escrow Release Date, if the Borrower or any Restricted Subsidiary shall at any time or from time to time incur any Indebtedness (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.14 (other than Refinancing Indebtedness, Refinancing Notes, Refinancing Term Loans and Replacement Revolving Credit Commitments to the extent the proceeds are used to refinance Term Loans)), then promptly and in any event within five (5) Business Days of its Subsidiaries receipt by the Borrower or the Restricted Subsidiary of the Net Cash Proceeds from the incurrence of such Indebtedness, the Borrower shall prepay the Term Loans in an aggregate amount equal to 100.00% of the amount of all such Net Cash Proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses. The amount of each such prepayment shall be applied to the outstanding Term Loans of each Class, pro rata, until paid in full; provided that, in the case of any prepayment under this clause (i) receives any made using the Net Cash Proceeds arising from of any Debt IssuanceRefinancing Indebtedness, Equity Issuance each such prepayment shall be applied (A) first, to the Class or Asset Sale consummated on Classes of Term Loans, as directed by the Borrower, with the earliest maturity date (ratably among Classes, if multiple Classes exist with the same maturity date), until all such Term Loans of such Class or after Classes have been repaid or terminated in full and (B) thereafter, to the Effective Date successive Class or Classes of Term Loans with the next earliest maturity date (ratably among Classes, if multiple Classes exist with the same maturity date), and so on, until 100% of Net Cash Proceeds of such Refinancing Indebtedness has been applied to the Term Loans as required under this clause (i). (ii) enters into definitive documentation From and after the Escrow Release Date, if the Borrower or any Restricted Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $15.0 million in a single transaction or in a series of related transactions or $25.0 million in the aggregate for all such Dispositions or Events of Loss during such fiscal year, then promptly and in any Qualifying event within five (5) Business Days of receipt by the Borrower or the Restricted Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Term Loan FacilityLoans in an aggregate amount equal to 100.00% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that, in the case of each Disposition and Event of Loss, if the Borrower or the applicable Restricted Subsidiary intends to invest or reinvest, as applicable, within twelve (12) months of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the operations of the Borrower or its Subsidiaries, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (not be required to the extent thereof), (i) make a mandatory prepayment under this Section in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% respect of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are actually invested or reinvested inwithin such twelve-month period, or applied the Borrower or a Restricted Subsidiary has committed to so invest or reinvest such Net Cash Proceeds during such twelve-month period and such Net Cash Proceeds are so reinvested within 180 days after the expiration of such twelve-month period; provided, however, that if any Net Cash Proceeds have not been so invested or reinvested prior to the replacement or repair expiration of assets to be used inthe applicable period, the business Borrower shall promptly prepay the Term Loans in the amount of any such Net Cash Proceeds in excess of the Borrower and its Subsidiaries within 180 calendar days of receipt thereofamount specified above not so invested or reinvested; provided, further, that if, at the time that any such prepayment would be required hereunder, the Borrower is required to prepay or offer to repurchase any other Indebtedness secured on a pari passu basis (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis) with the Obligations pursuant to the terms of the documentation governing such Indebtedness with such Net Cash Proceeds (such Indebtedness (or Refinancing Indebtedness in respect thereof) required to be prepaid or offered to be so repurchased, the “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repurchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness (or accreted amount if any such Other Applicable Indebtedness is issued with original issue discount) at such time; provided that the portion of such Net Cash Proceeds that are subject allocated to the immediately preceding proviso are Other Applicable Indebtedness shall not so reinvested within exceed the amount of such 180 calendar day periodNet Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such unused portion Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(c)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly be applied to prepay the Term Loans in accordance with the terms hereof. The amount of each such prepayment shall be applied immediately at the end of such period to the 364-outstanding Term Loans of each Class pro rata, until paid in full. (iii) No later than the fifth Business Day Tranche Loans. The after the date on which financial statements with respect to each fiscal year of the Borrower are required to be delivered pursuant to Section 6.1(b) (beginning with the first full fiscal year ended after the Escrow Release Date), the Borrower shall promptly prepay the then outstanding Term B Loans by an amount equal to (A) 50% of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the most recently completed fiscal year of the Borrower; provided that the foregoing percentage shall be reduced to 25% when the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant fiscal year is equal to or less than 1.50:1.00, and 0% when the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant fiscal year is equal to or less than 1.00:1.00 minus (B) the principal amount of (1) any Term Loans, and, to the extent pari passu with the Term Loans in any event within two right of payment and with respect to security, Senior Secured Notes, Incremental Term Loans, Incremental Equivalent Debt, Refinancing Term Loans, Refinancing Notes and Refinancing Indebtedness in the form of term loans and (2) Business Days any Revolving Loans, Incremental Revolving Loans and Refinancing Indebtedness in the form of receipt) notify revolving loans (in each case, to the Administrative Agent extent accompanied by a permanent reduction of the receipt relevant revolving commitment) voluntarily prepaid pursuant to paragraphs (a) and (b) of this Section 2.8 or purchased by the Borrower or any of its Subsidiaries in cash pursuant to Section 10.10(h) (with the amount of the deduction pursuant to this subclause (B) for Loans purchased pursuant to Section 10.10(h) being limited to the amount of cash paid by the Borrower or any of its Subsidiaries in connection therewith) or voluntarily prepaid or purchased pursuant to the applicable provisions of the documentation governing such Subsidiary Refinancing Indebtedness, Incremental Equivalent Debt, Senior Secured Notes, Refinancing Term Loans or Refinancing Notes, in each case, during such fiscal year on or, at the option of the Borrower, prior to the date of the required prepayment under this Section 2.8(c)(iii) in respect of such fiscal year; provided that (x) no such voluntary prepayments or purchases shall reduce the payments required to be made under this Section 2.8(c)(iii) for more than one fiscal year, (y) no such voluntary prepayments or purchases shall reduce the payments required to be made under this Section 2.8(c)(iii) to the extent financed with long-term Indebtedness (other than revolving Indebtedness) and (z) no mandatory prepayment shall be required under this Section 2.8(c)(iii) to the extent the amount calculated hereby does not exceed $20.0 million. The amount of each such prepayment shall be applied to the outstanding Term B Loans pro rata until paid in full. Any payment under this clause (iii) shall be an “ECF Payment.” (iv) If on the date that is ninety (90) days after the Escrow Release Date (the “Existing Notes Determination Date”) more than $100.0 million in aggregate principal amount of the Convertible Notes remain outstanding, then the Borrower shall, within five (5) Business Days after the Existing Notes Determination Date, apply an amount equal to the aggregate principal amount of Convertible Notes outstanding on the Existing Notes Determination Date to repay the Term B Loans. The amount of such prepayment shall be applied against the Classes of Term B Loans and the remaining scheduled installments of principal due in respect of such Term B Loans in the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, on a pro rata basis to all Classes of Term B Loans in direct order of maturity. (v) The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 2.10, prepay the Revolving Loans and, if necessary after such Revolving Loans have been repaid in full, replace or cause to be cancelled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the L/C Issuers) outstanding Letters of Credit by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitments have been so reduced. Each prefunding of L/C Obligations that the Borrower chooses to make to the Administrative Agent as a result of the application of this clause (v) by the deposit of cash or Cash Equivalents with the Administrative Agent shall be made in accordance with Section 7.4. (vi) (I) Notwithstanding any provision under this Section 2.8(c) to the contrary, (A) any amounts that would otherwise be required to be paid by the Borrower pursuant to Section 2.8(c)(ii) above shall not be required to be so prepaid to the extent any such Disposition is consummated by a Foreign Subsidiary, such Net Cash Proceeds and/or in respect of any Event of Loss are received by a Foreign Subsidiary or such Indebtedness is incurred by a Foreign Subsidiary, for so long as the effectiveness repatriation to the United States of any such definitive documentationamounts would be prohibited under any Applicable Laws (including any such laws with respect to financial assistance, as applicablecorporate benefit, thin capitalization, capital maintenance, liquidity maintenance and similar legal principles, restrictions on upstreaming of cash intra group and the Administrative Agent will promptly notify each Lender fiduciary and statutory duties of its receipt the directors of each the relevant Subsidiaries) and (B) if the Borrower determines in good faith that the repatriating of any amounts required to mandatorily prepay the Loans pursuant to Section 2.8(c)(ii) above would result in a tax liability that is material to the amount of funds otherwise required to be repatriated (including any withholding tax) (such notice. All prepayments of Borrowings under this Section 2.12 amount in clauses (A) and (B), a “Restricted Asset Sale Amount”), the amount the Borrower shall be subject required to mandatorily prepay pursuant to Section 2.17, but shall otherwise be without premium or penalty, and 2.8(c)(ii) shall be accompanied reduced by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentRestricted Asset Sale Amount until such time as it may repatriate such Restricted Asset Sale Amount without incurring such tax liability.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives If, after giving effect to any Net Cash Proceeds arising from any Debt Issuancetermination or reduction of the Commitments pursuant to Section 2.06(b), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilitytotal Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.07(j). (ii) The Borrower shall prepay the outstanding 364-principal amount of Loans in amounts equal to (A) one hundred percent (100%) of the aggregate Net Proceeds from any Asset Disposition (other than any Asset Disposition by a DevCo) or (B) the DevCo Ownership Percentage with respect to such DevCo of the aggregate Net Proceeds from any Asset Disposition by a DevCo. Such prepayments shall be made within one (1) Business Day Tranche Loans after the date of receipt of the Net Proceeds of any such Asset Disposition by such Credit Party and within three (3) Business Days after the date of receipt of the Net Proceeds of any such Asset Disposition by such DevCo; provided that so long as no Event of Default has occurred and is continuing, no prepayments of aggregate Net Proceeds from Asset Dispositions shall be required hereunder to the extent thereof), (i) such Net Proceeds are used to acquire other assets useful in the case ordinary course of the business of the Credit Parties or such DevCo, as applicable, within three hundred sixty (360) days after receipt of such Net Proceeds by the Credit Parties or such DevCo, as applicable, or such longer period of time as may be agreed to by Majority Lenders; provided, however, that any portion of the Net Proceeds not actually reinvested within the applicable time period shall be prepaid in accordance with this Section 3.04(c). Notwithstanding the foregoing, there shall be no reinvestment period for any Asset Disposition of the Equity Interests in any DevCo. (iii) Promptly following the issuance of any Debt Issuanceby any Credit Party (other than Debt permitted by Section 9.02 or otherwise consented to by Majority Lenders), Equity Issuance or Asset Salethe Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Proceeds received in respect of such Debt. Nothing in this paragraph is intended to permit any Credit Party to incur Debt other than as permitted under Section 9.02, and any such incurrence of Debt in violation of Section 9.02 shall be a breach of this Agreement. (iv) The Borrower shall prepay the outstanding principal amount of Loans in an amount equal to (A) one hundred percent (100% %) of such the aggregate Net Cash Proceeds not later than two Business Days following the receipt from any Insurance and Condemnation Event received by the Borrower or such Subsidiary of such Net Cash Proceeds any Credit Party and (iiB) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds DevCo Ownership Percentage with respect to such DevCo of the aggregate Net Proceeds from any Asset Sale Insurance and Condemnation Event received by any DevCo. Such prepayments shall not be made within one (1) Business Day after the date of receipt of Net Proceeds of any such Insurance and Condemnation Event by such Credit Party and within three (3) Business Days after the date of receipt of Net Proceeds of any such Insurance and Condemnation Event by such DevCo; provided that, so long as no Event of Default has occurred and is continuing, no prepayments of Net Proceeds from Insurance and Condemnation Events shall be required to be applied hereunder to the extent such Net Cash Proceeds are reinvested in, or applied used to acquire other assets useful in the replacement or repair ordinary course of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower Credit Parties or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentationDevCo, as applicable, and the Administrative Agent will promptly notify each Lender of its within three hundred sixty (360) days after receipt of such Net Proceeds by the Credit Parties or such DevCo, as applicable, or such longer period of time as may be agreed to by Majority Lenders; provided, however, that any portion of the Net Proceeds not actually reinvested within the applicable time period shall be prepaid in accordance with this Section 3.04(c). (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such notice. All prepayments Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (vi) Each prepayment of Borrowings under pursuant to this Section 2.12 3.04(c) shall be subject applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 2.17, but shall otherwise be without premium or penalty, and 3.04(c) shall be accompanied by accrued and unpaid interest on to the principal amount extent required by Section 3.02. (vii) If any prepayment is required to be prepaid made under Section 3.04(c)(ii)(B) or Section 3.04(c)(iv)(B), the Borrower shall cause the applicable DevCo to but excluding make a cash dividend to a Credit Party in an amount not less than the date amount of paymentsuch required prepayment within three (3) Business Days after the applicable DevCo receives the Net Proceeds required to be prepaid.

Mandatory Prepayments. In (i) No later than 10 Business Days following the event that date of receipt by (x) the Borrower or any of its Restricted Subsidiaries (i) receives any of Net Cash Proceeds arising from in respect of any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Acquisition Effective Date Date, or (iiy) enters into definitive documentation for the Borrower or any Qualifying Term Loan Facilityof its Restricted Subsidiaries (or the Collateral Agent as loss payee) of Net Cash Proceeds in respect of any Recovery Event after the Acquisition Effective Date, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (ias set forth in Section 2.07(d)(ii) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by Proceeds; provided, that so long as no Event of Default shall have occurred and be continuing, the Borrower may, upon written notice to the Administrative Agent, directly or such Subsidiary through one or more of its Restricted Subsidiaries, invest or commit in writing to invest such Net Cash Proceeds within 365 days of receipt thereof in assets useful in the business of the Borrower or any Restricted Subsidiary, which Investment may include the repair, restoration or replacement of the applicable assets thereof or Permitted Acquisitions to the extent such Investments are otherwise permitted under this Agreement; provided, further, that in the event such Net Cash Proceeds are committed in writing to be invested prior to such 365th day, the Borrower may invest such Net Cash Proceeds within 180 days after the expiration of such initial 365-day period. In the event that such Net Cash Proceeds are not reinvested by the Borrower prior to the earlier of (i) the last day of such 180 day period or 365 day period, as the case may be, and (ii) in the case date of any Qualifying Term Loan Facilitythe occurrence of an Event of Default, the Borrower shall prepay the Loans in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds as set forth in Section 2.07(d)(ii). Notwithstanding the foregoing, neither the Borrower nor any of its Restricted Subsidiaries shall be required to repay the Loans with respect to (i) Net Cash Proceeds of any Asset Sale shall not be required to be applied or Recovery Event received on account of any ABL Priority Collateral, to the extent such Net Cash Proceeds are reinvested in, actually used to prepay amounts outstanding under the ABL Facility (with or applied without any reduction of ABL Commitments) in accordance with and within the time periods required by the ABL Credit Agreement and (ii) Net Cash Proceeds received by a Restricted Subsidiary that is an International Subsidiary to the replacement extent that (a) the repatriation of such Net Cash Proceeds to fund such repayments would, in the good faith judgment of the Borrower, result in material adverse tax consequences to the Borrower or repair any of assets its Restricted Subsidiaries (taking into account any foreign tax credit or benefit received in connection with such repatriation) or conflict with applicable law and (b) such adverse tax consequences or legal limitation is not directly attributable to actions taken by the Borrower or any of its Subsidiaries with the intent of avoiding or reducing repayments required pursuant to this Section 2.07(b)(i). (ii) If Staples, Target or any of their Restricted Subsidiaries (determined giving pro forma effect to the Transactions) receives (x) after the Closing Date and on or prior to the Acquisition Effective Date, Net Cash Proceeds in respect of any Divested Property in excess of $15,000,000 (in the aggregate for all Divested Properties), then substantially concurrently with the closing of the Acquisition on the Acquisition Effective Date, an amount equal to 100% of such Net Cash Proceeds in excess of $15,000,000 shall be applied by the Borrower to (1) prepay the Loans (for application as set forth in Section 2.07(d)(iii)) and (2) reduce the intended borrowings under the ABL Facility on the Acquisition Effective Date (without any reduction of ABL Commitments) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and any loans intended to be used inborrowed under the ABL Facility on the Acquisition Effective Date) and (y) following the Acquisition Effective Date, Net Cash Proceeds in respect of any Divested Property in excess of $15,000,000 in any calendar year (in the aggregate for all Divested Properties), then no later than 10 Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries of such Net Cash Proceeds, an amount equal to 100% of such Net Cash Proceeds in excess of $15,000,000 shall be applied by the Borrower to prepay (1) the Loans (for application as set forth in Section 2.07(d)(iii)) and (2) any loans then outstanding under the ABL Facility (in accordance with the ABL Credit Agreement and with or without any reduction of ABL Commitments) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and any loans outstanding under the ABL Facility at such time); provided that, in the case of each of clauses (x) and (y), if after giving pro forma effect to such reduction of borrowings or prepayment of amounts outstanding under the ABL Facility, as applicable, the business of any of Excess Availability (as such term is defined in the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; providedABL Credit Agreement in the form attached as Exhibit O) is less than $1,000,000,000, further, that if any then the portion of such Net Cash Proceeds allocated to reduce borrowings or prepay amounts outstanding under the ABL Facility, as applicable, shall be increased in an amount sufficient to cause the Excess Availability to equal $1,000,000,000 (and the portion allocated to prepay the Loans shall be reduced accordingly); provided, further, that, in the case of each of clauses (x) and (y), if after giving pro forma effect to such reduction of borrowings or prepayment of amounts outstanding under the ABL Facility, the Senior Secured Net Leverage Ratio for the most recently ended Test Period is less than or equal to 2.00 to 1.00, such amount of Net Cash Proceeds that are subject otherwise would have been required to be used to prepay the immediately preceding proviso are Loans shall be permitted to be reinvested as if they constituted Net Cash Proceeds from an Asset Sale pursuant to Section 2.07(b)(i), and, if not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such the applicable period set forth in Section 2.07(b)(i), shall be used to prepay the Loans as set forth in Section 2.07(d)(iii). Notwithstanding the foregoing, neither the Borrower nor any of its Restricted Subsidiaries shall be required to repay the Loans with Net Cash Proceeds in respect of any Divested Property by a Restricted Subsidiary that is an International Subsidiary to the 364-Day Tranche Loans. The Borrower shall promptly extent that (and a) the repatriation of such Net Cash Proceeds to fund such repayments would, in any event within two (2) Business Days of receipt) notify the Administrative Agent good faith judgment of the Borrower, result in material adverse tax consequences to the Borrower or any of its Restricted Subsidiaries (taking into account any foreign tax credit or benefit received in connection with such repatriation) or conflict with applicable law and (b) such adverse tax consequences or legal limitation is not directly attributable to actions taken by the Borrower or any of its Subsidiaries with the intent of avoiding or reducing repayments required pursuant to this Section 2.07(b)(ii). For the avoidance of doubt, nothing in this Section 2.07(b)(ii) shall be interpreted to reduce the amount that would otherwise be released from the Escrow Account pursuant to the Escrow Agreement. (iii) On the date of receipt by the Borrower or such Subsidiary any of its Restricted Subsidiaries of Net Cash Proceeds after the Acquisition Effective Date from the issuance or incurrence of any Indebtedness of the Borrower or any Restricted Subsidiary (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.01, but in any event, including Credit Agreement Refinancing Indebtedness), the Borrower shall prepay the Loans as set forth in Section 2.07(d)(iv) in an aggregate amount equal to 100% of such Net Cash Proceeds and/or (plus, if applicable, the effectiveness premium described in Section 2.08(b)); (iv) In the event that there shall be Excess Cash Flow for any fiscal year of the Borrower (commencing with the fiscal year ending February 3, 2018) , no later than 95 days after the end of such definitive documentationfiscal year, the Loans shall be prepaid by the Borrower as set forth in Section 2.07(d)(ii) in an aggregate amount equal to (i) the Applicable ECF Percentage of such Excess Cash Flow (calculated after giving effect to amounts attributable to International Subsidiaries that cannot be repatriated, as applicableset forth in the immediately following sentence), if any, for such fiscal year minus (ii) voluntary prepayments of the Loans in such fiscal year pursuant to Section 2.07(a), other than voluntary prepayments funded with the proceeds of long-term Indebtedness or of equity contributions made to, or Equity Interests issued by, the Borrower. Notwithstanding the foregoing, the Borrower shall not be required to repay the Loans with Excess Cash Flow attributable to any Restricted Subsidiary that is an International Subsidiary to the extent that (a) the repatriation of such Excess Cash Flow to fund such repayments would, in the good faith judgment of the Borrower, result in material adverse tax consequences to the Borrower or any of its Restricted Subsidiaries (taking into account any foreign tax credit or benefit received in connection with such repatriation) or conflict with applicable law and (b) such adverse tax consequences or legal limitation is not directly attributable to actions taken by the Borrower or any of its Subsidiaries with the intent of avoiding or reducing repayments required pursuant to this Section 2.07(b)(iv). (v) In the event that the Collateral Agent delivers written notice to the Escrow Agent pursuant to Section 3(d) or Section 3(f) of the Escrow Agreement, the Initial Loans and all accrued interest thereon shall be immediately due and payable, and the Administrative Agent shall apply all proceeds received from the Escrow Account in accordance with Section 2.07(d)(iii); provided that if the amount of the Escrow Property is less than the amount required to prepay the Initial Loans and all accrued interest thereon in full on such date, Staples will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject deliver to Section 2.17the Administrative Agent, 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 paymentsuch prepayment, an amount equal to such deficiency.

Mandatory Prepayments. In (a) If, after the event that Merger Effective Time, any Indebtedness shall be incurred by the Borrower Parent or any of its Subsidiaries (iother than any permitted Indebtedness incurred in accordance with Section 7.2 (except for Credit Agreement Refinancing Indebtedness which shall be applied in accordance with clause (iii) receives any of the definition thereof)), an amount equal to 100.0% of the Net Cash Proceeds arising thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.13(d). (b) If on any date after the Merger Effective Time the Parent or any of its Subsidiaries shall receive Net Cash Proceeds from any Debt Issuance, Equity Issuance or Asset Sale consummated or Recovery Event then, an amount equal to 100% of the Net Cash Proceeds shall be applied on the fifth Business Day following the receipt thereof toward the prepayment of the Term Loans as set forth in Section 2.13(d); provided, that, notwithstanding the foregoing, at the option of the Parent, the Parent may reinvest the Net Cash Proceeds in the business of the Parent or after any of its Subsidiaries within (x) 18 months following the Effective Date receipt of such Net Cash Proceeds or (iiy) enters into definitive documentation for any Qualifying Term Loan Facility24 months following the receipt of such Net Cash Proceeds, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case event that the Parent or any of its Subsidiaries shall have entered into a binding commitment within 18 months following the receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds in the business of the Parent or any Debt Issuanceof its Subsidiaries (it being understood that if any portion of such Net Cash Proceeds are no longer intended to be reinvested or are not reinvested within such 24-month period, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two shall be applied on the fifth Business Days following Day after the receipt by the Borrower or such Subsidiary of Parent reasonably determines that such Net Cash Proceeds are no longer intended to be or are not reinvested within such 24-month period toward prepayment of the Term Loans as set forth in Section 2.13(d)); provided that if at the time that any such prepayment would be required, the Parent or any of its Subsidiaries is required to prepay or offer to repurchase with the Net Cash Proceeds of such Asset Sale or Recovery Event any Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness, Ratio Debt, Incurred Acquisition Debt or any other Indebtedness outstanding at such time, in each case that is secured by a Lien on the Collateral that is pari passu (but without regard to the control of remedies) with the Liens securing the Obligations pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be offered to be so repurchased, “Other Applicable Asset Sale Indebtedness”), then the Parent may apply the Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Asset Sale Indebtedness at such time) to the prepayment of such Other Applicable Asset Sale Indebtedness; it being understood that the portion of the Net Cash Proceeds allocated to the Other Applicable Asset Sale Indebtedness shall not exceed the amount of the Net Cash Proceeds required to be allocated to the Other Applicable Asset Sale Indebtedness pursuant to the terms thereof (iiand the remaining amount, if any, of the Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. (c) [Reserved]. (d) The application of any prepayment pursuant to Section 2.13(a) or (b) shall reduce the outstanding principal amounts of the Term Loans held by the Lenders on a pro rata basis and shall be applied to the remaining scheduled principal installments thereof as directed by the Company (and, in the case absence of such direction, in direct order of maturity). The application of any Qualifying prepayment of Term Loan FacilityLoans pursuant to this Section 2.13 shall be made, first, to ABR Loans, second, to RFR Loans and third, to Term Benchmark Loans. Each prepayment of the Loans under this Section 2.13 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Each Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by a Borrower pursuant to Section 2.13(b), to decline all (but not a portion) of its prepayment (such declined amounts, the “Declined Proceeds”), which Declined Proceeds may be retained by the Parent and used for any purpose not prohibited hereunder; provided that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.13(a) above to the extent that such prepayment is made with the proceeds of any Credit Agreement Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans. If any Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its ratable percentage of any mandatory prepayment within the time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such Lender’s ratable percentage of the total amount of such mandatory prepayment of the Term Loans. (f) [Reserved]. (g) If at any time the Total Revolving Extensions of Credit exceed 105% of the Total Revolving Commitments, the Borrowers shall, within one Business Day of notice thereof from the Administrative Agent, prepay the Revolving Loans in an amount equal to the commitments amount of such excess or, to the extent the principal amount of Revolving Loans outstanding is less than the amount of such excess, cash collateralize L/C Obligations in respect of such Qualifying Term Loan Facility immediately upon effectiveness any Letters of Credit (in an amount equal to 101% of the definitive documentation undrawn face amount thereof) (or backstop or provide credit support reasonably acceptable to the applicable Issuing Lender), in each case to the extent necessary to eliminate any such excess. (h) Notwithstanding any other provisions of Section 2.13, to the extent any or all of the Net Cash Proceeds from any Asset Sale or Recovery Event received by a Foreign Subsidiary are prohibited or delayed by any applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Parent or any applicable Domestic Subsidiary (the Parent hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation as long as such repatriation does not create a non-de minimis adverse tax consequence) or if the Parent has determined in good faith that repatriation of any such amount to the Parent or any applicable Domestic Subsidiary would have non-de minimis adverse tax consequences with respect thereof; providedto such amount, that any the portion of such Net Cash Proceeds with respect to any Asset Sale shall so affected will not be required to be applied to prepay Term Loans at the extent times provided in this Section 2.13 but may be retained by the applicable Foreign Subsidiary for so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Parent or the applicable Domestic Subsidiary, or the Parent believes in good faith that such non-de minimis adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds are reinvested inis permitted under the applicable local law or the Parent determines in good faith that such repatriation would no longer would have such non-de minimis adverse tax consequences, or applied to the replacement or repair of assets to such repatriation will be used in, the business of any of the Borrower promptly effected and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such repatriated Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall will be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) not later than five Business Days after such repatriation) applied (net of receiptadditional taxes payable or reasonably estimated to be payable as a result thereof) notify to the Administrative Agent prepayment of the applicable Term Loans as otherwise required pursuant to this Section 2.13; provided that, notwithstanding the foregoing, the Parent and the applicable Foreign Subsidiary shall have no obligation to repatriate any Net Cash Proceeds (or take any further action with respect thereto) from and after the date that is twelve months after the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentProceeds.

Mandatory Prepayments. The Borrower shall provide written notice to the Agent by 1:00 p.m. (New York time) one Business Day prior to any mandatory prepayment hereunder. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the event Loans shall be subject to mandatory prepayment as follows: (i) in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Asset Dispositions permitted by Section 8.5(l) or Casualty Events within three (3) Business Days of the receipt of such Net Cash Proceeds by such Person; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied at the election of the Borrower to the extent such Loan Party or such Subsidiary reinvests, within twelve (12) months of receipt of such Net Cash Proceeds, all or any portion of such Net Cash Proceeds in assets used in the business of the Loan Parties and their Subsidiaries; provided that if, prior to the expiration of such twelve (12) month period, the Borrower, directly or through its Subsidiaries, shall have entered into a binding agreement providing for such investment on or prior to the date that is six (6) months after the expiration of such twelve (12) month period, such twelve (12) month period shall be extended to an eighteen (18) month period; provided further, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans; provided further, that, notwithstanding the foregoing, no such prepayment shall be required if the aggregate Net Cash Proceeds received in any calendar year from Asset Dispositions and Casualty Events is less than $5,000,000 (which amount shall be increased by any unused portion of such $5,000,000 exclusion from the immediately preceding year), (i) Immediately upon the receipt by the Borrower or any Material Subsidiary of its Subsidiaries (i) receives any the Net Cash Proceeds arising from of any Prohibited Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an aggregate amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and Proceeds. (ii) in the case of any Qualifying Term Loan Facility, in an entire outstanding principal amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; providedLoans, that any such Net Cash Proceeds together with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by all accrued and unpaid interest thereon and all fees and Lender Group Expenses payable by Borrower hereunder, shall become due and payable on the principal amount to be prepaid to but excluding the date of paymentTermination Date.

Mandatory Prepayments. In (i) Upon the event that the Borrower receipt by Equistar or any of its Subsidiaries (iother than a Joint Venture Subsidiary) receives any of Net Cash Proceeds arising from in respect of any Debt IssuancePrepayment Event, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower Borrowers shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect lesser of such Qualifying Term Loan Facility immediately upon effectiveness (i) the outstanding principal amount of the definitive documentation in respect thereof; provided, that any Loans and (ii) such Net Cash Proceeds in accordance with respect to any Asset Sale (and subject to) subsection (c) below. Each such prepayment shall not be required to be applied to made not later than the extent third Business Day following receipt of such Net Cash Proceeds; provided that if the Net Cash Proceeds in respect of any Prepayment Event arising from an Asset Sale of Collateral or receipt of Major Casualty Proceeds are less than $10,000,000, no such prepayment shall be required until the amount of such Net Cash Proceeds, together with the amount of all other Net Cash Proceeds in respect of Prepayment Events arising from Asset Sales of Collateral or receipt of Major Casualty Proceeds in respect of which no prepayment under this subsection (b) shall have theretofore been made because such Net Cash Proceeds aggregated less than $10,000,000, are reinvested inequal to at least $10,000,000. (ii) If at any date the Total Outstandings exceed the Maximum Facility Availability calculated as of such date, then not later than the next succeeding Business Day, the Borrowers shall be required to take one of the following actions (as elected by the Borrowers): (A) prepay the Loans, (B) deposit cash in the Cash Collateral Account or (C) a combination of (A) and (B), in each case in an amount equal to such excess so that the Total Outstandings no longer exceed the Maximum Facility Availability. So long as either (x) no Default exists or (y) Total Outstandings are zero, any cash so deposited shall be released to the Borrowers if and to the extent that Total Outstandings, after giving effect to such release, would not exceed the Maximum Facility Amount. (iii) During each Sweep Period, all amounts collected in the Sweep Account will be applied to the replacement or repair repayment of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly Loans in accordance with (and in any event within two subject to) subsection (2c) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentbelow.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives From and after the Closing Date, if the Parent or any Restricted Subsidiary shall at any time or from time to time incur any Indebtedness (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 7.1 (other than Refinancing Indebtedness, Refinancing Notes and Refinancing Term Loans and Replacement Revolving Credit Commitments to the extent the proceeds are used to refinance any Class or tranche of Term Loans in accordance herewith, which proceeds shall be so applied)), then promptly and in any event within five (5) Business Days of receipt by the Parent or the Restricted Subsidiary of the Net Cash Proceeds arising from any Debt Issuancethe incurrence of such Indebtedness, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Term Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds not later than two Proceeds. The amount of each such prepayment shall be applied to the outstanding Term Loans of each Class or tranche, pro rata, until paid in full. (ii) From and after the Closing Date, if the Parent or any Restricted Subsidiary shall at any time or from time to time make any Asset Sale or shall suffer an Event of Loss resulting in Net Available Cash in excess of $50,000,000 in the aggregate for all such Asset Sales or Events of Loss in any fiscal year of the Parent, then promptly and in any event within five (5) Business Days following the of receipt by the Borrower Parent or the Restricted Subsidiary of the Net Available Cash of such Asset Sale or such Subsidiary Event of Loss, the Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of the amount of all such Net Available Cash Proceeds and (ii) in excess of the amount specified above; provided that, in the case of any Qualifying Term Loan Facilityeach Asset Sale and Event of Loss, in if the Parent or the applicable Restricted Subsidiary intends to invest or reinvest, as applicable, within twelve (12) months of the later of the date of the applicable Asset Sale or receipt of Net Available Cash from an Event of Loss, an amount equal to the commitments amount of Net Available Cash thereof in Additional Assets, or make Capital Expenditures that are used or useful in a Related Business or that replace the businesses, properties and/or assets that are the subject of such Asset Sale or Event of Loss (such amount, the “Reinvested Deferred Amount”), then the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Qualifying Term Loan Facility immediately upon effectiveness Reinvested Deferred Amount to the extent such Reinvested Deferred Amount is actually invested or reinvested within such twelve-month period, or the Parent or a Restricted Subsidiary has committed to so invest or reinvest such Reinvested Deferred Amount during such twelve-month period and such Reinvested Deferred Amount is so reinvested within 180 days after the expiration of such twelve-month period; provided, however, that if any Reinvested Deferred Amount has not been so invested or reinvested prior to the expiration of the definitive applicable period, the Borrower shall promptly prepay the Term Loans in the amount of such Reinvested Deferred Amount in excess of the amount specified above not so invested or reinvested; provided, further, that if, at the time that any such prepayment would be required hereunder, the Borrower is required to prepay or offer to repurchase any other Indebtedness secured on a pari passu basis (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis) with the Obligations pursuant to the terms of the documentation governing such Indebtedness with such amount of Net Available Cash (such Indebtedness (or Refinancing Indebtedness in respect thereof) required to be prepaid or offered to be so repurchased, the “Other Applicable Indebtedness”), then the Borrower may apply such amount of Net Available Cash on a pro rata basis to the prepayment of the Term Loans and to the repurchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount)) at such time; provided, further, that any the portion of such amount of Net Available Cash allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Available Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such amount of Net Available Cash shall be allocated to the Term Loans in accordance with respect the terms hereof, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(c)(ii) shall be reduced accordingly. The amount of each such prepayment shall be applied to the outstanding Term Loans of each Class or tranche pro rata, until paid in full. (iii) The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 2.10, prepay the Revolving Loans and, if necessary after such Revolving Loans have been repaid in full, replace or cause to be cancelled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the Issuing Banks) outstanding Letters of Credit by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitments have been so reduced. (iv) Notwithstanding any Asset Sale provision under this Section 2.8(c) to the contrary, (A) any amounts that would otherwise be required to be paid by the Borrower pursuant to Section 2.8(c)(ii) above shall not be required to be applied so prepaid to the extent any such Asset Sale is consummated by a Subsidiary of the Parent or such Net Available Cash Proceeds in respect of any Event of Loss are reinvested inreceived by a Subsidiary of the Parent, or applied for so long as the repatriation to the replacement United States, Canada or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary other relevant jurisdiction of any such Net Cash Proceeds and/or amounts would be prohibited under any Applicable Law (including any such laws with respect to financial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance and similar legal principles, restrictions on upstreaming of cash intra group and the effectiveness fiduciary and statutory duties of the directors of the relevant Subsidiaries) and (B) if the Parent determines in good faith that the repatriating of any amounts required to mandatorily prepay the Loans pursuant to Section 2.8(c)(ii) above would result in a tax liability that is material to the amount of funds otherwise required to be repatriated (including any withholding tax) (such definitive documentationamount in clauses (A) and (B), a “Restricted Asset Sale Amount”), the amount the Borrower shall be required to mandatorily prepay pursuant to Section 2.8(c)(ii) shall be reduced by the Restricted Asset Sale Amount until such time as applicableit may repatriate such Restricted Asset Sale Amount without incurring such tax liability. (v) Notwithstanding the foregoing, each Term Lender shall have the right to reject its applicable Term Loan Percentage of any mandatory prepayment of the Term Loans pursuant to Section 2.8(c)(i) (other than Refinancing Indebtedness in respect of the Term Loans) and (ii) above (each such Lender, a “Rejecting Lender”); provided that any amount rejected by a Rejecting Lender shall be offered on a pro rata basis to the Term Lenders, which they may elect to decline such prepayment, and thereafter any amounts so rejected may be retained by the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentBorrower.

Mandatory Prepayments. In (a) If at any time the event that aggregate Total Outstandings of the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt IssuanceLenders exceed the Commitments then in effect, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan FacilityIssuer shall immediately prepay outstanding Loans, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (repay unreimbursed Drawings, if any, and repay unreimbursed Standby L/C Drawings, if any, to the extent thereofof such excess, ratably among the Lenders. (b) Upon determination that a Non-Default Disruption Event has ceased to exist and any Loans are then outstanding, the Issuer shall, as provided in Sections 2.07(d) or (e), either repay such Loans with its own funds or, if the Termination Date has not already occurred, instruct the Depositary and the Dealers to recommence issuing Commercial Paper Notes as soon as practicable (i) provided, that, in the case of any Debt IssuanceEurodollar Loans, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds the Issuer shall recommence issuing Commercial Paper Notes not later than two Business Days following the receipt by last day of the Borrower or such Subsidiary then current Interest Period therefor) and apply the Aggregate Reported Proceeds of such Net Cash Proceeds and (ii) in issuance to repay such Loans. For so long as any Loans are outstanding hereunder, the case Issuer shall prepay or repay, on each date that the Issuer issues Commercial Paper Notes, an aggregate principal amount of any Qualifying Term Loan Facility, in an amount Loans equal to the commitments in respect Aggregate Reported Proceeds of issuance of such Qualifying Term Loan Facility immediately upon effectiveness Commercial Paper Notes less the Face Amount of the definitive documentation in respect thereof; providedCommercial Paper Notes, if any, maturing on that any date. All such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, prepayments or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion repayments shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by made together with accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (c) Amounts applied to the prepayment or repayment of Loans pursuant to this Section 3.10 shall be applied to prepay or repay the Loans of the Lenders ratably in accordance with their Participation Percentages. Amounts so applied to the prepayment or repayment of Loans shall be applied first, if the payment date is the last day of an Interest Period for any Loans, to pay such Loans until paid in full; and second to pay such other Loans as the Issuer may, by notice to the Administrative Agent, elect (or if the Issuer fails to give timely notice of such election, as the Required Lenders at such time may select). (d) Any prepayments of Eurodollar Loans pursuant to this Section 3.10 shall be subject to the provisions of Section 5.07.

Mandatory Prepayments. In Subject to the event that terms of the Borrower Intercreditor Agreement, (a) Upon the occurrence of a Change of Control, the Borrowers shall make Full Payment of all Obligations. (b) When an Obligor or any of its Subsidiaries Subsidiary thereof (iother than a Foreign Subsidiary) receives makes any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or Disposition (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans other than a disposition described under clause (to the extent thereofa), (ib), (c), (d), (e), (f) in or (g) of the case definition of “Permitted Asset Disposition” hereof) or experiences any Debt IssuanceAsset Loss Event, Equity Issuance or Asset Sale, the Borrowers shall repay the Loans in an amount equal to 100% of the Net Cash Proceeds thereof, such repayments to be made promptly but in no event more than five (5) Business Days following receipt of such Net Cash Proceeds, and until the date of payment, such Net Cash Proceeds not later than two Business Days following shall be held in trust for Collateral Agent; provided, however, that the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale foregoing received since the Closing Date shall not be required to be applied to the prepayment of the Loans to the extent such proceeds are to be reinvested in or otherwise used to replace, repair or restore the properties or assets used in such Obligor’s or such Subsidiary’s, as applicable, business and so long as: (i) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (ii) Borrower Representative delivers a certificate to Collateral Agent within three (3) Business Days after such Asset Disposition or ten (10) Business Days after the occurrence of Asset Loss Event (as applicable), stating that such Net Cash Proceeds shall be used (or committed to be used) to reinvest in new assets useful in the business, or otherwise replace, repair or restore any such properties or assets to be used in such Obligor’s or such Subsidiaries’ business, as the case may be, within a period specified in such certificate not to exceed 270 days (or such longer period as Collateral Agent may agree, but not to exceed 360 days without the Required Lenders’ consent) after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended and shall set forth in reasonable detail any plans for such replacement, repair or restoration, which shall be acceptable to Collateral Agent in its Permitted Discretion) and (iii) such Net Cash Proceeds are reinvested in, or applied deposited in a non-interest bearing account subject to the replacement or repair dominion and control of assets to be used inCollateral Agent (or, so long as the Revolver Agreement is in effect, the business Revolving Credit Agent, acting as agent for Collateral Agent) which proceeds shall then be disbursed by Collateral Agent to such Obligor or such Subsidiary promptly upon Borrower Representative’s written request therefor setting forth in reasonable detail the use of any of such proceeds and certifying that such proceeds are being applied in the Borrower and its Subsidiaries within 180 calendar days of receipt thereofmanner set forth in the certificate delivered to Collateral Agent in accordance with clause (ii); provided, further, that (A) if all or any portion of such Net Cash Proceeds that are subject not so applied to the immediately preceding proviso prepayment of the Loans are not so reinvested used (or committed to be used) in accordance with the foregoing proviso within 270 days (or such 180 calendar day periodlonger period as Collateral Agent may agree, but not to exceed 360 days without the Required Lenders’ consent) of receipt of such Net Cash Proceeds, such unused portion amount shall be applied immediately at to the end Loans as otherwise set forth herein, on the last day of such period to the 364-Day Tranche Loans. The Borrower shall promptly specified period, (and in any event within two (2B) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower if such Obligor or such Subsidiary of any Subsidiary, as the case may be, is not permitted to reinvest or utilize such Net Cash Proceeds and/or in accordance with this Section 2.1.6(b) as a result of the effectiveness existence of a Default, Borrower Representative may request, and upon the written approval of Collateral Agent, such Net Cash Proceeds shall be deposited in a non-interest bearing account subject to the dominion and control of Collateral Agent (or, so long as the Revolver Agreement is in effect, the Revolving Credit Agent, acting as agent for Collateral Agent) until the earlier of (x) the date on which such Default is cured or waived in writing in accordance with the terms of this Agreement, in which case such amounts may be reinvested or utilized in accordance with the proviso above and (y) the date on which an Event of Default shall occur, in which case such Net Cash Proceeds shall be applied to the Loans in accordance with Section 5.4.1 on such date and (C) if such Obligor or such Subsidiary, as the case may be, is not permitted to reinvest or utilize such net cash proceeds as a result of a continuing Event of Default, such Net Cash Proceeds shall be applied in accordance with Section 5.4.1. The foregoing shall not be deemed to be implied consent to any Asset Disposition or other event otherwise prohibited by the terms and conditions hereof. (c) Upon the sale or issuance of any of the Equity Interests (other than Excluded Issuances) of Ultimate Parent or any of its Subsidiaries, Borrowers shall repay the Loans in an amount equal to 100% of the Net Cash Proceeds of such definitive documentationsale or issuance, as applicablesuch repayments to be made promptly but in no event more than five (5) Business Days following receipt of such Net Cash Proceeds, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 until the date of payment, such Net Cash Proceeds shall be held in trust for Collateral Agent. (d) Upon the sale, issuance or incurrence of any Debt of any Obligor or any of its Subsidiaries (other than Debt permitted under Section 9.2.1), Borrowers shall repay the Loans in an amount equal to 100% of the Net Cash Proceeds of such sale, issuance or incurrence, such repayments to be made promptly but in no event more than five (5) Business Days following receipt of such Net Cash Proceeds, and until the date of payment, such proceeds shall be held in trust for Collateral Agent. The foregoing shall not be deemed to be implied consent to any such sale, issuance or incurrence otherwise prohibited by the terms and conditions hereof. (e) When any Obligor or any Subsidiary (other than a Foreign Subsidiary) thereof receives any Extraordinary Receipts, Borrowers shall repay the Loans in an amount equal to 100% of the Net Cash Proceeds thereof, such repayment to be made promptly but in no event more than five (5) Business Days following receipt of such Net Cash Proceeds. The foregoing shall not be deemed to be implied consent to any event or condition giving rise to any Extraordinary Receipts which would otherwise constitute a Default or Event of Default under this Agreement.

Mandatory Prepayments. In (a) Subject to the event that Intercreditor Agreement, if any Indebtedness shall be issued or incurred by the Borrower or any Group Member (excluding any Indebtedness incurred without violation of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereofSection 6.1), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of the Net Cash Proceeds thereof shall be applied within three Business Days after the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (b) If on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from (i) prior to the Revolving Facility Obligations Payment Date, any Asset Sale or Recovery Event with respect to Term Facility Priority Collateral or (ii) after the Revolving Facility Obligations Payment Date, any Asset Sale or Recovery Event with respect to any Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within ten Business Days after receipt of such proceeds, such Net Cash Proceeds not later than two Business Days following shall be applied at the receipt by the Borrower or such Subsidiary end of such Net Cash Proceeds and (ii) ten-Business Day period toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the case of any Qualifying Term Loan Facilityforegoing, in on each Reinvestment Prepayment Date, an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d). (c) If, for any Asset Sale Fiscal Year of the Borrower commencing with the Fiscal Year ending December 31, 2008, there shall not be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Loans as set forth in Section 2.5(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten Business Days after the date on which the financial statements of the Borrower referred to in Section 5.1(a), for the Fiscal Year with respect to which such prepayment is made, are required to be applied delivered to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business Lenders. (d) The application of any prepayment pursuant to Section 2.5 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings Loans under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and 2.5 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentsuch prepayment on the amount prepaid.

Mandatory Prepayments. In (i) From and after the event that Escrow Release Date, if the Borrower or any Restricted Subsidiary shall at any time or from time to time incur any Indebtedness (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.14 (other than Refinancing Indebtedness, Refinancing Notes, Refinancing Term Loans and Replacement Revolving Credit Commitments to the extent the proceeds are used to refinance Term Loans)), then promptly and in any event within five (5) Business Days of its Subsidiaries receipt by the Borrower or the Restricted Subsidiary of the Net Cash Proceeds from the incurrence of such Indebtedness, the Borrower shall prepay the Term Loans in an aggregate amount equal to 100.00% of the amount of all such Net Cash Proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses. The amount of each such prepayment shall be applied to the outstanding Term Loans of each Class, pro rata, until paid in full; provided that, in the case of any prepayment under this clause (i) receives any made using the Net Cash Proceeds arising from of any Debt IssuanceRefinancing Indebtedness, Equity Issuance each such prepayment shall be applied (A) first, to the Class or Asset Sale consummated on Classes of Term Loans, as directed by the Borrower, with the earliest maturity date (ratably among Classes, if multiple Classes exist with the same maturity date), until all such Term Loans of such Class or after Classes have been repaid or terminated in full and (B) thereafter, to the Effective Date successive Class or Classes of Term Loans with the next earliest maturity date (ratably among Classes, if multiple Classes exist with the same maturity date), and so on, until 100% of Net Cash Proceeds of such Refinancing Indebtedness has been applied to the Term Loans as required under this clause (i). (ii) enters into definitive documentation From and after the Escrow Release Date, if the Borrower or any Restricted Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $15.0 million in a single transaction or in a series of related transactions or $25.0 million in the aggregate for all such Dispositions or Events of Loss during such fiscal year, then promptly and in any Qualifying event within five (5) Business Days of receipt by the Borrower or the Restricted Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Term Loan FacilityB Loans and, solely during a Secured Covenants Period, the Term A-1 Loans, in an aggregate amount equal to 100.00% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that, in the case of each Disposition and Event of Loss, if the Borrower or the applicable Restricted Subsidiary intends to invest or reinvest, as applicable, within twelve (12) months of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the operations of the Borrower or its Subsidiaries, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (not be required to the extent thereof), (i) make a mandatory prepayment under this Section in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% respect of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are actually invested or reinvested inwithin such twelve-month period, or applied the Borrower or a Restricted Subsidiary has committed to so invest or reinvest such Net Cash Proceeds during such twelve-month period and such Net Cash Proceeds are so reinvested within 180 days after the expiration of such twelve-month period; provided, however, that if any Net Cash Proceeds have not been so invested or reinvested prior to the replacement or repair expiration of assets to be used inthe applicable period, the business Borrower shall promptly prepay the Term Loans in the amount of any such Net Cash Proceeds in excess of the Borrower and its Subsidiaries within 180 calendar days of receipt thereofamount specified above not so invested or reinvested; provided, further, that if, at the time that any such prepayment would be required hereunder, the Borrower is required to prepay or offer to repurchase any other Indebtedness secured on a pari passu basis (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis) with the Obligations pursuant to the terms of the documentation governing such Indebtedness with such Net Cash Proceeds (such Indebtedness (or Refinancing Indebtedness in respect thereof) required to be prepaid or offered to be so repurchased, the “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repurchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness (or accreted amount if any such Other Applicable Indebtedness is issued with original issue discount) at such time; provided that the portion of such Net Cash Proceeds that are subject allocated to the immediately preceding proviso are Other Applicable Indebtedness shall not so reinvested within exceed the amount of such 180 calendar day periodNet Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such unused portion Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(c)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly be applied to prepay the Term Loans in accordance with the terms hereof. The amount of each such prepayment shall be applied immediately at the end of such period to the 364-outstanding Term Loans of each Class pro rata, until paid in full. (iii) No later than the fifth Business Day Tranche Loans. The after the date on which financial statements with respect to each fiscal year of the Borrower are required to be delivered pursuant to Section 6.1(b) (beginning with the first full fiscal year ended after the Escrow Release Date), the Borrower shall promptly prepay the then outstanding Term B Loans by an amount equal to (A) 50% of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the most recently completed fiscal year of the Borrower; provided that the foregoing percentage shall be reduced to 25% when the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant fiscal year is equal to or less than 1.50:1.00, and 0% when the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant fiscal year is equal to or less than 1.00:1.00 minus (B) the principal amount of (1) any Term Loans, and, to the extent pari passu with the Term Loans in any event within two right of payment and with respect to security, Senior Secured Notes, Incremental Term Loans, Incremental Equivalent Debt, Refinancing Term Loans, Refinancing Notes and Refinancing Indebtedness in the form of term loans and (2) Business Days any Revolving Loans, Incremental Revolving Loans and Refinancing Indebtedness in the form of receipt) notify revolving loans (in each case, to the Administrative Agent extent accompanied by a permanent reduction of the receipt relevant revolving commitment) voluntarily prepaid pursuant to paragraphs (a) and (b) of this Section 2.8 or purchased by the Borrower or any of its Subsidiaries in cash pursuant to Section 10.10(h) (with the amount of the deduction pursuant to this subclause (B) for Loans purchased pursuant to Section 10.10(h) being limited to the amount of cash paid by the Borrower or any of its Subsidiaries in connection therewith) or voluntarily prepaid or purchased pursuant to the applicable provisions of the documentation governing such Subsidiary Refinancing Indebtedness, Incremental Equivalent Debt, Senior Secured Notes, Refinancing Term Loans or Refinancing Notes, in each case, during such fiscal year on or, at the option of the Borrower, prior to the date of the required prepayment under this Section 2.8(c)(iii) in respect of such fiscal year; provided that (x) no such voluntary prepayments or purchases shall reduce the payments required to be made under this Section 2.8(c)(iii) for more than one fiscal year, (y) no such voluntary prepayments or purchases shall reduce the payments required to be made under this Section 2.8(c)(iii) to the extent financed with long-term Indebtedness (other than revolving Indebtedness) and (z) no mandatory prepayment shall be required under this Section 2.8(c)(iii) to the extent the amount calculated hereby does not exceed $20.0 million. The amount of each such prepayment shall be applied to the outstanding Term B Loans pro rata until paid in full. Any payment under this clause (iii) shall be an “ECF Payment.” (iv) [Reserved]. (v) The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 2.10, prepay the Revolving Loans and, if necessary after such Revolving Loans have been repaid in full, replace or cause to be cancelled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the L/C Issuers) outstanding Letters of Credit by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitments have been so reduced. Each prefunding of L/C Obligations that the Borrower chooses to make to the Administrative Agent as a result of the application of this clause (v) by the deposit of cash or Cash Equivalents with the Administrative Agent shall be made in accordance with Section 7.4. (vi) (I) Notwithstanding any provision under this Section 2.8(c) to the contrary, (A) any amounts that would otherwise be required to be paid by the Borrower pursuant to Section 2.8(c)(ii) above shall not be required to be so prepaid to the extent any such Disposition is consummated by a Foreign Subsidiary, such Net Cash Proceeds and/or in respect of any Event of Loss are received by a Foreign Subsidiary or such Indebtedness is incurred by a Foreign Subsidiary, for so long as the effectiveness repatriation to the United States of any such definitive documentationamounts would be prohibited under any Applicable Laws (including any such laws with respect to financial assistance, as applicablecorporate benefit, thin capitalization, capital maintenance, liquidity maintenance and similar legal principles, restrictions on upstreaming of cash intra group and the Administrative Agent will promptly notify each Lender fiduciary and statutory duties of its receipt the directors of each the relevant Subsidiaries) and (B) if the Borrower determines in good faith that the repatriating of any amounts required to mandatorily prepay the Loans pursuant to Section 2.8(c)(ii) above would result in a tax liability that is material to the amount of funds otherwise required to be repatriated (including any withholding tax) (such notice. All prepayments of Borrowings under this Section 2.12 amount in clauses (A) and (B), a “Restricted Asset Sale Amount”), the amount the Borrower shall be subject required to mandatorily prepay pursuant to Section 2.17, but shall otherwise be without premium or penalty, and 2.8(c)(ii) shall be accompanied reduced by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentRestricted Asset Sale Amount until such time as it may repatriate such Restricted Asset Sale Amount without incurring such tax liability.

Mandatory Prepayments. In (i) Immediately upon any voluntary or involuntary sale or disposition of property or assets of Parent (other than Stock owned by Parent that is not the event that the Stock of Borrower or any of its Borrower's Subsidiaries), Borrower, or any of Borrower's Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuanceincluding casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364principal balance of the Term Loan in accordance with Section 2.4(d) in an amount equal to 100% of the Net Cash Proceeds in excess of $250,000 per year received by all such Persons, in the aggregate, in connection with such sales or dispositions; provided that, so long as (A) no Event of Default shall have occurred and is continuing, (B) Borrower shall have given Agent prior written notice of Parent's, Borrower, or Borrower's Subsidiaries' intention to apply such Net Cash Proceeds to the costs of replacement of the properties or assets which are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent and Borrower and its Subsidiaries, (C) such Net Cash Proceeds are held in a Deposit Account in which Agent has a perfected first-Day Tranche Loans priority security interest, and (D) Parent, Borrower, and Borrower's Subsidiaries complete such replacement, repair, purchase or construction within 180 days after the initial receipt of such Net Cash Proceeds (or enter into a commitment for such replacement, repair, purchase or construction within 180 days after the initial receipt of such Net Cash Proceeds so long as such replacement, purchase, or construction is completed within 270 days after the initial receipt of such Net Cash Proceeds), Parent, Borrower and Borrower's Subsidiaries shall have the option to apply such Net Cash Proceeds to the costs of replacement or repair of the property or assets which are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Parent, Borrower, and Borrower's Subsidiaries unless and to the extent thereof)that (x) such applicable period shall have expired without such replacement, repair, purchase or construction being made or completed or (iy) any Event of Default occurs and is continuing (and in the case of either (x) or (y), any Debt Issuanceamounts remaining in the cash collateral account shall be paid to Agent and applied as set forth above). Nothing contained in this subclause (i) shall permit Parent, Equity Issuance Borrower, or Asset Saleany of Borrower's Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 6.4. (ii) After the occurrence and during the continuation of an Event of Default, and immediately upon the receipt by Parent, Borrower, or any of Borrower's Subsidiaries of any Extraordinary Receipts, Borrower shall prepay the outstanding principal balance of the Term Loan in accordance with clause (d) below in an amount equal to 100% of such Extraordinary Receipts, net of any fees, commissions, and expenses incurred (including taxes paid, payable, or estimated to be payable) in collecting or receiving such Extraordinary Receipts. (iii) Immediately upon the issuance or incurrence by Parent, Borrower or any of their respective Subsidiaries of any Indebtedness permitted under Section 6.1(k), to the extent that such Indebtedness is incurred on or after January 1, 2006, Borrower shall prepay the outstanding principal balance of the Term Loan in accordance with clause (d) below, in an amount equal to 100% of such the Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentIndebtedness.

Mandatory Prepayments. In the event (a) Subject to clauses (c) and (d) below, on each occasion that the Borrower Company or any of its Subsidiaries (i) Subsidiary receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used inPrepayment Event, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower Company shall promptly (and in any event within two five Business Days) apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans, it being agreed that to the extent no Term Loans are then outstanding at such time, to the extent any Revolving Loans are outstanding on such date, the Borrowers shall prepay Revolving Loans with such Net Cash Proceeds on such date). Subject to clause (2b) Business Days below, each prepayment of receiptoutstanding Loans required to be made pursuant to this paragraph shall be allocated pro rata between the Term Loans (including the Other Term Loans (if any)) or if applicable, Revolving Loans and, in the case of Term Loans, applied against the remaining scheduled installments of principal due in respect of the Term Loans, including (unless otherwise specified in the applicable Incremental Assumption Agreement) the Other Term Loans (if any) as directed by the Company. (b) The Company shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to Section 6.2.4 at least three Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness amount of such definitive documentation, as applicable, and the prepayment. The Administrative Agent will promptly notify each Lender holding Loans of the contents of the Company’s prepayment notice and of such Lender’s pro rata share of the prepayment. Each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds” and such rejecting Lenders, the “Declining Proceeds Lenders”) of Loans required to be made pursuant to Section 6.2.4(a) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company no later than 4:00 p.m. (New York City time) one Business Day after the date of such Lender’s receipt of each notice from the Administrative Agent regarding such noticeprepayment. All prepayments Each Rejection Notice from a given Lender shall specify the principal amount of Borrowings under this Section 2.12 the mandatory repayment of Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. Any Declined Proceeds remaining thereafter, first, if there are Term Loans outstanding, shall be offered to the Term Lenders (other than any Declining Proceeds Lender) on a pro rata basis (based on their outstanding Term Loans), which Term Lenders may reject all or a portion of their pro rata shares of such Declined Proceeds, second, shall be offered to the Revolving Lenders (other than any Declining Proceeds Lender) on a pro rata basis (based on their outstanding Revolving Commitments), which Revolving Lenders may reject all or a portion of their pro rata shares of such remaining Declined Proceeds, and, third, to the extent any Declined Proceeds remain thereafter, shall not be subject to Section 2.17mandatory prepayment hereunder. (c) Notwithstanding clause (a) above, but if (x) the Company shall deliver a certificate of an Executive Officer to the Administrative Agent at or promptly following the time of receipt of any amount that would otherwise be without premium constitute Net Cash Proceeds of an Asset Sale setting forth the Company’s intent to reinvest such proceeds in productive assets or penalty, businesses within 365 days of receipt of such proceeds (the “Investment Period”) and (y) no Event of Default shall have occurred and shall be accompanied by accrued and unpaid interest on continuing at the principal amount time of the delivery of such certificate, such proceeds shall not constitute Net Cash Proceeds except to the extent not so used at the end of such Investment Period (or, if the Company commits to reinvest such proceeds within such Investment Period, within 180 days of the end of such Investment Period), at which time such proceeds shall be deemed to be prepaid Net Cash Proceeds. (d) The Company shall not be required to but excluding prepay by any amount that would otherwise be required pursuant to clause (a) above to the date extent (i) the relevant Net Cash Proceeds are generated by any Foreign Subsidiary and the repatriation to the Company of paymentany such Net Cash Proceeds would be prohibited, restricted or delayed under any applicable law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors or officers or (ii) the relevant Net Cash Proceeds are generated by any Foreign Subsidiary and the repatriation of such Net Cash Proceeds to the Company would result in adverse tax consequences as reasonably determined by the Company; provided that upon the Company obtaining knowledge that such circumstance in clause (i) and/or clause (ii), as applicable, ceases to apply, such Net Cash Proceeds shall be deemed received for purposes of clause (a) above and any prepayment or reduction requirements applicable thereto.

Mandatory Prepayments. In The Borrower shall make the event following payments at the following times and in the following amounts: (a) On or before the 10th day after each date after the Closing Date on which any Loan Party receives any Net Sale Proceeds, the Borrower shall prepay (without premium or penalty) the outstanding Loans in an amount equal to 100% of the amount of such Net Sale Proceeds, in accordance with the provisions of Section 2.15(a); provided that the Borrower or any may, upon written notice to the Agent prior to the receipt of such Net Sale Proceeds, invest such Net Sale Proceeds in replacement assets used in the ordinary course of its Subsidiaries business within 180 days of such receipt; provided further that such Net Sale Proceeds shall be prepaid in accordance with the first sentence of this Section 2.14(a) on the day following such 180-day period if such Net Sale Proceeds have not been so invested. (ib) On each date after the Closing Date on which any Loan Party receives any Net Cash Proceeds arising proceeds from any Debt Issuancecapital contribution or from the issuance of any equity securities (excluding proceeds from the exercise of warrants or employee stock options and excluding any issuances of securities pursuant to the Securities Purchase Agreement), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds proceeds (net of any underwriting discounts or commissions and any other reasonable costs or expenses directly attributable to such incurrence or issuance, including attorneys fees and investment banker fees), in accordance with the provisions of Section 2.15(a). In the event the Nag▇▇▇ ▇▇te is exchanged for additional equity securities of the Borrower, such exchange shall not later than two Business Days following be deemed to result in the receipt by the Borrower of any proceeds or a capital contribution as a consequence of the extinguishment of the debt represented by the Nag▇▇▇ ▇▇te. (c) Within 90 days after the date on which the Borrower or any of its Subsidiaries receives any proceeds of any insurance payment or condemnation award in excess of $100,000, which proceeds are not applied by the Borrower or such Subsidiary during such period to the repair or replacement of the property insured or affected by such Net Cash Proceeds and (ii) in condemnation, the case of any Qualifying Term Loan Facility, Borrower shall prepay the outstanding Loans in an amount equal to the commitments in respect 100% of such Qualifying Term Loan Facility immediately upon effectiveness proceeds, in accordance with the provisions of Section 2.15(a); provided that, if the definitive documentation in respect thereof; providedBorrower or such Subsidiary shall have commenced such repair or replacement during such period and for so long as it shall diligently proceed therewith, or if the Borrower has certified to the Agent that any it will use such Net Cash Proceeds with respect to any Asset Sale proceeds for such repair or replacement, the Borrower shall not be required to be applied make such prepayment to the extent that such Net Cash Proceeds proceeds are reinvested in, or applied to reasonably expected by the replacement or repair of assets Borrower to be used in, required to complete such repair or replacement. (d) On each date after the business third anniversary of any the Closing Date on which the audited financial statements of the Borrower and its Subsidiaries within 180 calendar days are delivered to each Lender pursuant to Section 5.1(b), the Borrower shall prepay the outstanding Loans in an amount equal to 50% of receipt thereof; providedExcess Cash Flow, furtherin accordance with the provisions of Section 2.15(a). (e) On each day on which the sum of (x) Revolving Loans outstanding plus (y) the Letter of Credit Liability exceeds the lesser of (i) the Total Revolving Loan Commitment or (ii) the Borrowing Base, the Borrower shall prepay the Revolving Loans (or, if no Revolving Loans are outstanding, pay to the Agent as cash collateral for the obligation of the Borrower to reimburse any future drawings on any Letter of Credit, with respect to any such amounts the Borrower hereby grants to the Agent, for the pro rata, pari passu benefit of the Revolving Loans, a first priority perfected security interest therein and hereby irrevocably agrees that if any portion amounts so held may be applied from time to time in reimbursement of drawings on such Letters of Credit as the same may occur, until the expiration of such Net Cash Proceeds that are subject Letters of Credit and payment in full of all amounts due with respect to any drawing thereon) to the immediately preceding proviso are not so reinvested within such 180 calendar extent that the outstanding principal amount of the Revolving Loans plus the Letter of Credit Liability exceeds either the Total Revolving Loan Commitment or the Borrowing Base. On each day periodon which the sum of Tranche A Loans outstanding exceeds the Total Tranche A Commitment, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and prepay the Tranche A Loans in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or an amount equal to such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentexcess.

Mandatory Prepayments. In the event that (a) Promptly upon receipt by the Borrower or any of its Subsidiaries (i) receives any of the Net Cash Proceeds arising from any Debt Issuancesale or other transfer or disposition of any of the Subject Assets or Moveable Assets, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (iTerm Loan in accordance with Section 3.3(d) of this Agreement in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an a principal amount equal to 100% of such Net Cash Proceeds not later than two Business Days following Proceeds. (b) Commencing on March 31, 2004 and on each March 31 thereafter subject to the receipt by minimum excess availability requirements set forth in the Revolving Credit Agreement, the Borrower or shall prepay the Term Loan in accordance with Section 3.3(d) of this Agreement in a principal amount equal to 50% of Excess Cash Flow, if any, for the fiscal year of the Borrower ending immediately preceding each such Subsidiary March 31. Notwithstanding any of the above to the contrary, if the Borrower does not have sufficient availability under the Revolving Credit Agreement to obtain an advance thereunder for purposes of making 100% of the prepayment described herein on March 31 of any applicable calendar year, such Net Cash Proceeds and (ii) that giving effect to such advance, the minimum excess availability requirements set forth in the case of any Qualifying Term Loan FacilityRevolving Credit Agreement are not satisfied, then (i) the Borrower shall make a prepayment on March 31 in an amount equal to the commitments amount the Borrower may borrow under the Revolving Credit Agreement for such purpose in respect accordance with such requirements, and (ii) on the Business Day immediately following any day thereafter on which the Borrower has sufficient availability under the Revolving Credit Agreement to obtain an advance thereunder in accordance with such requirements for purposes of making all or a portion of the remainder of such Qualifying prepayment described herein, the Borrower shall make a payment hereunder in the amount of such availability until the prepayment described herein is paid, in full. (c) Subject to any minimum excess availability requirements set forth in the Revolving Credit Agreement, if the aggregate amount of the initial commitment obtained by the Borrower pursuant to the Revolving Credit Agreement and the Maximum Borrowing Base shall both exceed $150,000,000, the Borrower shall, on the date hereof, prepay the Term Loan Facility immediately upon effectiveness in accordance with Section 3.3(d) of this Agreement in a principal amount equal to 100% of the definitive documentation in respect thereof; providedlesser of (i) the amount by which the initial commitment obtained by the Borrower under the Revolving Credit Agreement exceeds $150,000,000 or (ii) the amount by which the Maximum Borrowing Base exceeds $150,000,000. (d) Any prepayment made under Section 3.3(a), that any Section 3.3(b) or Section 3.3(c) shall (i) include accrued interest from the last interest payment date (per Section 2.4) to the date of such Net Cash Proceeds with respect prepayment on the principal amount prepaid, (ii) not be subject to any Asset Sale minimum payment provisions contained in this Agreement and (iii) be in addition to the scheduled payments of the Term Loan required under Section 2.3 of this Agreement. Any prepayment made under Section 3.3(a) and Section 3.3(b) shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any unpaid principal installments of the Borrower and its Subsidiaries within 180 calendar days Term Loan in inverse order of receipt thereof; provided, further, that if any portion maturity. Any prepayment made under Section 3.3(c) shall reduce the amount of such Net Cash Proceeds that are the Term Loan subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion scheduled amortization set forth in Section 2.3 of this Agreement. Nothing in this Section 3.3 shall be applied immediately at the end of such period deemed to the 364-Day Tranche Loans. The Borrower shall promptly (and in permit any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary violation of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under other provision contained in this Section 2.12 shall be subject to Section 2.17, 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 paymentAgreement.

Mandatory Prepayments. In (a) Not later than the event that tenth Business Day following the receipt by the Borrower or any of its Restricted Subsidiaries (i) receives any of Net Cash Proceeds arising from in respect of any Debt Issuance, Equity Issuance or Prepayment Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan FacilityProperty Loss Event, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in apply an amount equal to 100% of such the Net Cash Proceeds not later than two Business Days following the receipt received by the Borrower or any of its Restricted Subsidiaries with respect thereto, to prepay outstanding Term Loans in accordance with Section 2.13(e); provided, however, that, the foregoing percentage shall be reduced to 50% if the Total Net Leverage Ratio is less than or equal to 3.10 to 1.00, determined on a pro forma basis for such Subsidiary Prepayment Asset Sale or Property Loss Event (but treating the Net Cash Proceeds of such Prepayment Asset Sale or Property Loss Event as Restricted Cash) by reference to the most recently delivered Compliance Certificate at the time of receipt of such Net Cash Proceeds Proceeds; and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if (A) prior to the date any portion such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intent to reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries (including any Related Business Assets) and (B) no Event of Default under clause (b), (c), (g) or (h) of Section 7.01 (each, a “Specified Default”) shall have occurred and shall be continuing at the time of proposed reinvestment (unless, in the case of such Specified Default, such reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was continuing), then the Borrower shall not be required to prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are subject so reinvested within 365 days after the date of receipt of such Net Cash Proceeds (or, if within such 365 day period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 18 months after the date of receipt of such Net Cash Proceeds); provided, however, that (I) if any Net Cash Proceeds are not reinvested or applied as a repayment on or prior to the last day of the applicable reinvestment or repayment period, such Net Cash Proceeds shall be applied within five Business Days to the prepayment of the Term Loans as set forth above (without regard to the immediately preceding proviso are not so reinvested within proviso) and (II) if, as a result of any Prepayment Asset Sale or Property Loss Event, the Borrower would be required to prepay or make an “offer to purchase” any Material Indebtedness, in any such 180 calendar day period, such unused portion shall be applied immediately at the end of such period case prior to the 364-Day Tranche Loans. The expiry of the foregoing reinvestment or repayment periods, the Borrower shall promptly (and in any event within two (2) Business Days apply the relevant percentage of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under required above by this paragraph (a) to prepay Term Loans in accordance with Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest 2.13(e) on the principal amount to be prepaid to but excluding day immediately preceding the date of paymentsuch required “offer to purchase” (without regard to the immediately preceding proviso). (b) No later than the tenth Business Day following the delivery of the Section 5.04 Financials under Section 5.04(a) (commencing with the fiscal year ending December 31, 2018), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the excess, if any, of (i) the applicable ECF Percentage of Excess Cash Flow for the Excess Cash Flow Period then ended over (ii) the aggregate principal amount of (A) Term Loans (including any Incremental Term Loans) prepaid pursuant to Section 2.12, (B) Incremental Equivalent Debt prepaid, (C) Replacement Term Loans prepaid, (D) (x) “Revolving Loans” (as defined under the Revolving Credit Agreement) prepaid and/or (y) other revolving Indebtedness prepaid (in each case, solely to the extent accompanied by a permanent reduction of the related commitments), and (E) Restricted Payments made pursuant to Section 6.03(b)(xv)(L) during such fiscal year or on or prior to the date such payment is required to be made (without duplication) (so long as such payments are not deducted in the following fiscal year), in each case to the extent such prepayments (x) are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness) and (y) in the case of subclauses (ii)(B), (ii)(C) and (ii)(D)(y) above, are in respect of Indebtedness that is secured on a pari passu basis with the initial Term Loans; provided that no prepayment pursuant to this Section 2.13(b) shall be required to the extent that the amount otherwise payable pursuant to this Section 2.13(b) is less than $10,000,000.

Mandatory Prepayments. In (i) The Borrower shall prepay the event that Loans in amounts equal to, if required pursuant to Section 9.12, 100% of the Net Cash Proceeds of any sale of any Oil and Gas Property of the Borrower. Such prepayment shall be made no later than two (2) Business Day after the receipt of such proceeds. (ii) The Borrower shall prepay the Loans in amounts equal to 100% of the Net Cash Proceeds of any Casualty Event related to the Borrower or any of its Subsidiaries Subsidiaries. Such prepayment shall be made no later than 20 Business Days after the receipt of such proceeds. (iiii) receives Notwithstanding anything herein to the contrary, if the amount of any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance referred to in Section 3.04(c)(i) or Asset Sale consummated on or after Section 3.04(c)(ii) would otherwise be a required prepayment under the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilityterms of the Senior Revolving Credit Agreement, then the Borrower prepayment shall prepay the outstanding 364-Day Tranche Loans (only be required under this Agreement to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such excess Net Cash Proceeds not later than two Business Days remain after making such prepayment. (iv) Notwithstanding anything herein to the contrary, if any of the amounts referred to in Section 3.04(c)(i) or Section 3.04(c)(ii) will otherwise be used to prepay the Senior Revolving Credit Notes or reinvested (including for actual repair and replacement following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (iia Casualty Event) in the case of any Qualifying Term Loan Facility, assets used or useful in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, carrying on the business of any of the Borrower and its Subsidiaries having a fair market value at least equal to the fair market value of the assets sold, leased or otherwise disposed of or to improve or replace any existing assets of the Borrowers and its Subsidiaries within 180 calendar 90 days of after the receipt thereof; provided, furtherthen prepayment shall only be required to the extent any excess Net Cash Proceeds remain after making such prepayment or reinvestment during such 90-day period. If the Borrower plans such prepayment or reinvestment with the Net Cash Proceeds described in Section 3.04(c)(i) or Section 3.04(c)(ii), that if any portion then it shall deliver and certify such intention in a certificate from the Financial Officer of the Borrower to the Administrative Agent no later than (A) two (2) Business Day after the receipt of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly under Section 3.04(c)(i) and (and in any event within two (2B) 20 Business Days of receipt) notify the Administrative Agent of after the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or under Section 3.04(c)(ii). Subject to Section 3.05(b), any of the effectiveness Net Cash Proceeds remaining after such 90-day period, the completion of such definitive documentation, repair or replacement or after the Borrower has discontinued its good faith pursuit of such repairs or replacement will be promptly applied as applicable, and a prepayment of the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentLoan.

Mandatory Prepayments. In addition to the event that required payments of principal of the Term Loan B set forth in Section 2.2(c), and any optional payments of principal of the Term Loan B effected under Section 2.3(a) above, the Borrower or any shall make the following required prepayments of its Subsidiaries the Term Loan B, as provided below, each such payment to be made to the Administrative Agent for the benefit of the Lenders within the time period and in the amounts specified below: (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after The Borrower will prepay the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, B Facility in an amount equal to 100% of such the Net Cash Proceeds not later than two Business Days from any Asset Disposition (less any taxes to the extent such taxes are paid) at the times and in the amounts described in the following sentence, and will deliver to the receipt Administrative Agent, concurrently with such prepayment, a certificate, signed by a Financial Officer in form and substance reasonably satisfactory to the Borrower or such Subsidiary Administrative Agent and setting forth the calculation of such Net Cash Proceeds. With respect to any Segment maturing during the ninety-day period following such Asset Disposition, the prepayment shall be payable, in part, upon the maturity of each such Segment, in the order of the maturity thereof, until paid in full; provided, however, that in the event that at the end of such ninety day period the aggregate amount of such prepayment (the “Prepaid Amount”) is less than 100% of the Net Cash Proceeds from such Asset Disposition (the “Required Amount”), the difference between the Required Amount and the Prepaid Amount shall be immediately due and payable; provided, further, however, that at the election of the Administrative Agent or the Required Term Loan B Lenders, upon the occurrence of a Default or Event of Default which has not been cured within the applicable cure period, the entire prepayment amount shall be immediately due and payable without regard to the preceding provisions. Notwithstanding the foregoing, if the aggregate of all Asset Dispositions made during any calendar year do not exceed $1,000,000, no prepayment shall be required with respect to such Asset Disposition. (ii) in The Borrower will prepay the case of any Qualifying Term Loan Facility, B Facility in an amount equal to 50% of the commitments Net Cash Proceeds from any Equity Issuance and 100% of the Net Cash Proceeds from any Debt Issuance described in respect Section 11.2(v) at the times and in the amounts described in the following sentence and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate, signed by a Financial Officer in form and substance reasonably satisfactory to the Administrative Agent and setting forth the calculation of such Qualifying Term Loan Facility immediately Net Cash Proceeds. With respect to any Segment maturing during the ninety-day period following such Equity Issuance or Debt Issuance, the prepayment shall be payable, in part, upon effectiveness the maturity of each such Segment, in the order of the definitive documentation maturity thereof, until paid in respect thereoffull; provided, however, that any in the event that at the end of such ninety day period the aggregate amount of such prepayment (the “Prepaid Amount”) is less than 100% of the Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to from such Equity Issuance or Debt Issuance (the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in“Required Amount”), the business of any of difference between the Borrower Required Amount and its Subsidiaries within 180 calendar days of receipt thereofthe Prepaid Amount shall be immediately due and payable; provided, further, however, that at the election of the Administrative Agent or the Required Term Loan B Lenders, upon the occurrence of a Default or Event of Default which has not been cured within the applicable cure period, the entire prepayment amount shall be immediately due and payable without regard to the preceding provisions. Notwithstanding the foregoing, if the aggregate of all Equity Issuances made during any portion calendar year do not exceed $5,000,000, no prepayment shall be required with respect to such Equity Issuances. (iii) Not later than one hundred eighty (180) days (or such longer period as the Required Term Loan B Lenders may determine) after its receipt of any proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event (and in any event upon its determination not to repair or replace any property subject to such Casualty Event), the Borrower will prepay the Term Loan B Facility in an amount equal to 100% of the Net Cash Proceeds from such Casualty Event (less any amounts theretofore applied to the repair or replacement of property subject to such Casualty Event) and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Financial Officer, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the calculation of such Net Cash Proceeds that are subject Proceeds; provided, however, (i) nothing in this paragraph shall be deemed to limit or otherwise affect any right of the Administrative Agent herein or in any of the other Credit Documents to receive and hold such proceeds as loss payee and to disburse the same to the immediately preceding proviso are not so reinvested within Borrower upon the terms hereof or thereof, or any obligation of the Borrower and each of its Subsidiaries herein or in any of the other Credit Documents to remit any such 180 calendar day periodproceeds to the Administrative Agent upon its receipt thereof, and (ii) any and all such unused portion proceeds received or held by the Administrative Agent or the Borrower or any of its Subsidiaries during the continuance of an Event of Default (regardless of any proposed or actual use thereof for repair or replacement) shall be applied immediately to prepay the Term Loan B Facility. (iv) Intentionally deleted. (v) Each year, beginning with the fiscal year ending December 31, 2006, the Borrower shall prepay the outstanding principal amount of the Term Loan B Facility in an amount equal to 50% of Excess Cash Flow for the preceding fiscal year, at the times and in the amounts described in the following sentence and will deliver to the Administrative Agent, concurrently with the delivery of its Compliance Certificate with respect to such preceding fiscal year, a certificate, signed by a Financial Officer in form and substance reasonably satisfactory to the Administrative Agent, setting forth the calculation of such Excess Cash Flow. With respect to any Segment maturing during the ninety-day period following date of delivery of the calculation of Excess Cash Flow, the prepayment shall be payable, in part, upon the maturity of each such Segment, in the order of the maturity thereof, until paid in full; provided, however, that in the event that at the end of such ninety day period to the 364-Day Tranche Loans. The Borrower aggregate amount of such prepayment (the “Prepaid Amount”) is less than 50% of Excess Cash Flow (the “Required Amount”), the difference between the Required Amount and the Prepaid Amount shall promptly (be immediately due and in any event within two (2) Business Days payable; provided, further, however, that at the election of receipt) notify the Administrative Agent or the Required Term Loan B Lenders, upon the occurrence of a Default or Event of Default which has not been cured within the applicable cure period, the entire prepayment amount shall be immediately due and payable without regard to the preceding provisions; provided, further, however, that in the event that the Compliance Certificate referred to in the preceding sentence shall reflect a Leverage Ratio of less than 2.75 to 1.00 for such preceding fiscal year, no prepayment from Excess Cash Flow shall be required under this section. The Administrative Agent shall give each Lender, within one (1) Business Day, telefacsimile notice of each notice of prepayment received by it and described in clauses (i), (ii), (iii) and (iv) of this Section 2.3(b). All mandatory prepayments made pursuant to this Section 2.3(b) shall be applied to installments of principal in inverse order of their maturities (as adjusted to give effect to any prior payments or prepayments of principal). Without limiting the foregoing, in the event that at any time a mandatory prepayment of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings Term Loan B Facility would otherwise be required under this Section 2.12 2.3 but the Term Loan B shall be subject or has been fully paid prior to Section 2.17the application of all funds otherwise required to be so utilized, but shall otherwise be without premium or penalty, and such amount not utilized to prepay the Term Loan B Facility shall be accompanied by accrued applied to the prepayment of Revolving Loans and unpaid interest the reduction of the Total Revolving Credit Commitment as provided in Section 3.6. All payments of the Term Loan B shall be applied first to pay all Base Rate Segments before any LIBOR Segment is paid. The provisions of Section 3.6(e) shall apply to each payment or prepayment of a LIBOR Loan made pursuant to this Section 2.3(b) on a day other than the principal amount to be prepaid to but excluding last day of the date of paymentInterest Period applicable thereto.

Mandatory Prepayments. In (i) The Borrower shall prepay the event that Loans in amounts equal to, if required pursuant to Section 9.12, 100% of the Net Cash Proceeds of any sale of any Oil and Gas Property of the Borrower. Such prepayment shall be made no later than the next Business Day after the receipt of such proceeds. (ii) The Borrower shall prepay the Loans in amounts equal to 100% of the Net Cash Proceeds of any Casualty Event related to the Borrower or any of its Subsidiaries (i) receives Subsidiaries. Such prepayment shall be made no later than 20 Business Days after the receipt of such proceeds; provided if any of the Net Cash Proceeds arising from of any Debt IssuanceCasualty Event will otherwise be reinvested (including without limitation, Equity Issuance acquiring Property, plant and equipment, or Asset Sale consummated any business entity used or useful in carrying on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then business of the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount its Subsidiaries and having a fair market value at least equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness fair market value of the definitive documentation in respect thereof; providedProperties sold, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested inleased or otherwise disposed of, or applied to improve or replace any existing Property of the Borrower and its subsidiaries, or for actual repair and replacement following a Casualty Event) in assets used or repair of assets to be used in, useful in carrying on the business of any of the Borrower and its Subsidiaries within 180 calendar 90 days of after the receipt thereof; provided, furtherthen prepayment shall only be required to the extent any excess Net Cash Proceeds remain after making such reinvestment during such 90-day period. If the Borrower plans such reinvestment with the Net Cash Proceeds of any Casualty Event, that if any portion then it shall deliver and certify such intention in a certificate from a Responsible Officer of the Borrower to the Administrative Agent no later than 20 Business Days after the receipt of such Net Cash Proceeds that are under this Section 3.04(c)(ii). Any of the Net Cash Proceeds remaining after such 90-day period, the completion of such repair or replacement or after the Borrower has discontinued its good faith pursuit of such repairs or replacement will be promptly applied as a prepayment of the Loan. (iii) Notwithstanding anything herein to the contrary and subject to the immediately preceding proviso are not so reinvested within such 180 calendar day periodIntercreditor Agreement, such unused portion shall be applied immediately at if the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary amount of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this referred to in Section 2.12 shall be subject to 3.04(c)(i) or Section 2.17, but shall 3.04(c)(ii) would otherwise be without premium or penaltya required prepayment under the terms of the Senior Revolving Credit Agreement, and then prepayment shall only be accompanied by accrued and unpaid interest on required to the principal amount to be prepaid to but excluding the date of paymentextent any excess Net Cash Proceeds remain after making such prepayment.

Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace all outstanding Letters of Credit and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and/or replace or cash collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (b) Not later than the 10th day following the receipt of any Net Cash Proceeds of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g); provided that, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Borrower and the Subsidiaries intend to apply the Net Cash Proceeds from such Asset Sale (or a portion thereof specified in such certificate) within 360 days after receipt thereof, to acquire real property, equipment or other assets to be used in the business of the Borrower and the Subsidiaries, and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Cash Proceeds of such Asset Sale (or the portion thereof specified in such certificate, if applicable) except (i) to the extent the aggregate amount of all such Net Cash Proceeds subject to such a certificate would exceed $10,000,000 in any period of four consecutive fiscal quarters of the Borrower or (ii) to the extent of any such Net Cash Proceeds that have not been so applied by the end of such 360-day period, at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so applied. (c) In the event and on each occasion that a Public Equity Offering occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Public Equity Offering, apply 75% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g); provided, however, that such percentage shall be decreased to 50% of the Net Cash Proceeds from a Public Equity Offering if the Leverage Ratio at the time of such Public Equity Offering (and after giving pro forma effect to the prepayment of Consolidated Indebtedness from the proceeds thereof) shall be less than 3.25 to 1.00; provided further, however, that, so long as the Net Cash Proceeds of each such Public Equity Offering are used to prepay the Senior Subordinated Notes, the Seller Subordinated Notes and/or the Holdings Junior Subordinated Debentures, the Borrower shall not be required to apply the first $50,000,000 of Net Cash Proceeds from all such Public Equity Offerings to the prepayment of Term Loans in accordance with this Section. (d) No later than the earlier of (i) 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on June 30, 2000, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to 75% of Excess Cash Flow for the fiscal year then ended; provided, however, that such percentage shall be decreased to 50% for any year if the Leverage Ratio at the end of such year shall be less than 3.25 to 1.00. (e) In the event that the Borrower any Loan Party or any subsidiary of its Subsidiaries (i) receives any a Loan Party shall receive Net Cash Proceeds arising from the issuance or other disposition of Indebtedness for money borrowed of any Debt IssuanceLoan Party or any subsidiary of a Loan Party (other than Indebtedness for money borrowed permitted pursuant to Section 6.01), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay shall, substantially simultaneously with (and in any event not later than the outstanding 364-third Business Day Tranche Loans (to next following) the extent thereof)receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in apply an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following to prepay outstanding Term Loans in accordance with Section 2.13(g). (f) In the receipt event that there shall occur any Casualty or Condemnation and, pursuant to the applicable Mortgage, the Casualty Proceeds or Condemnation Proceeds, as the case may be, are required to be used to prepay the Term Loans, then the Borrower shall apply an amount equal to 100% (or such lesser portion as is permitted by the Borrower or such Subsidiary Mortgages) of such Net Cash Casualty Proceeds or Condemnation Proceeds, as the case may be, to prepay outstanding Term Loans in accordance with Section 2.13(g). (g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be, applied pro rata against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a). (h) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent practicable, at least three days prior written notice of such Net Cash Proceeds are reinvested inprepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or applied to the replacement or repair of assets portion thereof) to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such noticeprepaid. All prepayments of Borrowings under this Section 2.12 2.13 shall be subject to Section 2.172.16, but shall otherwise be without premium or penalty, penalty other than as provided in Section 2.13(j). (i) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be accompanied by accrued applied, as applicable, first to reduce outstanding ABR Term Loans and unpaid interest ABR Revolving Loans. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, as the case may be, immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Term Loans to prepay Eurodollar Term Loans and (ii) allocable to Revolving Loans to prepay Eurodollar Revolving Loans, in each case on the principal amount last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Term Loans or Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (i). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Term Borrowings or Eurodollar Revolving Borrowings to be prepaid prepaid, as the case may be; provided, however, that (i) the Administrative Agent shall not be required to but excluding make any investment that, in its sole judgment, would require or cause the date Administrative Agent to be in, or would result in any, violation of paymentany law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments, the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby grants to the Administrative Agent, for its benefit and the benefit of the Issuing Bank and the Lenders, a security interest in the Prepayment Account to secure the Obligations.

Mandatory Prepayments. In the event that (a) Immediately upon receipt by the Borrower or any of its Restricted Subsidiaries (i) receives of any Net Cash Proceeds arising of any sale or disposition by the Borrower or any of its Restricted Subsidiaries of any of its assets, or any Net Proceeds from any Debt Issuancecasualty insurance policies or eminent domain, Equity Issuance condemnation or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilitysimilar proceedings, then the Borrower shall prepay the outstanding 364-Term Loans in an amount equal to all such Net Proceeds; provided that the Borrower shall not be required to prepay the Term Loans with respect to Net Proceeds from the sales of assets in the ordinary course of business, from sales of assets or from any casualty insurance policies or eminent domain, condemnation or similar proceedings that are reinvested in assets (b) No later than the Business Day Tranche following the date of receipt by the Borrower or any of its Restricted Subsidiaries of any Net Proceeds from any issuance of Indebtedness by the Borrower or any of its Restricted Subsidiaries, (i) that is not permitted to be issued or incurred pursuant to Section 7.1 or (ii) that is intended to constitute Refinancing Term Loans in respect of any Class of Term Loans, the Borrower shall prepay the Obligations in respect of such Class of Term Loans in an amount equal to all such Net Proceeds. Any such prepayment shall be applied in accordance with subsection (d) of this Section. (c) No later than five (5) Business Days after the date on which the Borrower’s annual audited financial statements for such Fiscal Year are required to be delivered pursuant to Section 5.1(a) (beginning with the extent thereofFiscal Year ending December 31, 2025), (i) to the extent that the Total Net Leverage Ratio as of the last day of such Fiscal Year is greater than 2.50:1.00, the Borrower shall prepay the Term Loans in an amount equal to 50% of Excess Cash Flow for such Fiscal Year, (ii) to the extent that the Total Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal to 2.50:1.00 but greater than 2.00:1.00, the Borrower shall prepay the Term Loans in an amount equal to 25% of Excess Cash Flow for such Fiscal Year and (iii) to the extent that the Total Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal to 2.00:1.00, no prepayment shall be required; provided that such amount shall be reduced on a dollar-for-dollar basis for such Fiscal Year by an amount equal to the sum of (i) the aggregate amount of voluntary prepayments of Term Loans (and, to the extent the Revolving Commitments are permanently reduced in a corresponding amount pursuant to Section 2.8, Revolving Loans) that rank pari passu in right of payment and security with the Term Loans made pursuant to Section 2.11, (ii) without duplication of amounts deducted from Excess Cash Flow pursuant to clause (k) in the definition of “Excess Cash Flow” in prior Fiscal Years, the amount of Capital Expenditures or acquisitions of intellectual property rights accrued or made in cash during such period, (iii) the aggregate amount of all (x) repurchases and buybacks of Term Loans (and, in the case of any Debt Issuancesuch repurchases or buybacks made as a discount to par, Equity Issuance or Asset Salelimited to the cash purchase price in respect thereof), in an amount equal to 100% (y) voluntary prepayments, repurchases and buyback of such Net Cash Proceeds not later Other Pari Indebtedness (other than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and under a revolving facility) (ii) in the case of any Qualifying Term Loan Facilitysuch voluntary prepayments, in an amount equal repurchases or buybacks made at a discount to par, limited to the commitments cash purchase and in respect respect (d) Any prepayments made by the Borrower pursuant to subsections (a), (b) or (c) of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale this Section shall not be required to be applied to the extent such Net Cash Proceeds are reinvested inprincipal balance of the Term Loans, or until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans, and applied to the replacement or repair of assets to be used in, the business of any installments of the Borrower and its Subsidiaries within 180 calendar days Term Loans in direct order of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loansmaturity. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (a) and (c) of this Section 2.12 prior to 1:00 p.m. at least five (5) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness amount of such definitive documentation, as applicable, and the prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of such ▇▇▇▇▇▇’s Pro Rata Share of the prepayment with respect to any Class of Term Loans. Each Lender may reject all or a portion of its receipt Pro Rata Share of each any mandatory prepayment (such notice. All prepayments declined amounts, the “Declined Proceeds”) of Borrowings under Term Loans required to be made pursuant to clauses (a) or (c) of this Section 2.12 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. three (3) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall be subject specify the principal amount of the mandatory prepayment of Term Loans (e) If at any time the aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.172.8 or otherwise, but the Borrower shall otherwise be without premium or penaltyimmediately repay the Revolving Loans in an amount equal to such excess, and shall be accompanied by together with all accrued and unpaid interest on the principal such excess amount to be prepaid to but excluding the date of paymentand any amounts due under Section 2.

Mandatory Prepayments. In (a) On the event first Business Day following the delivery of a Mandatory Prepayment Notice from the Calculation Agent stating that the Borrower or any of its Subsidiaries a Mandatory Prepayment Event has occurred (iwhich need not be continuing) receives any Net Cash Proceeds arising from any Debt Issuance(provided that, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (subject to the extent thereoflast sentence of Section 2.05(b), (i) in if the case of Calculation Agent fails to deliver such Mandatory Prepayment Notice by 6:00 p.m. on the date the relevant Mandatory Prepayment Event occurs, any Debt Issuance, Equity Issuance Lender may deliver or Asset Sale, in an amount equal cause to 100% of such Net Cash Proceeds not later than two Business Days following be delivered the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments Mandatory Prepayment Notice in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied Mandatory Prepayment Event to the extent Borrower (with a copy thereof to each other Lender and Agent) with the same effect as if such Net Cash Proceeds are reinvested in, or applied to Mandatory Prepayment Notice was delivered by the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereofCalculation Agent; provided, further, that if any portion failure to so deliver a copy of such Net Cash Proceeds that are subject a Mandatory Prepayment Notice to the immediately preceding proviso are any Lender or Agent shall not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or invalidate the effectiveness of such definitive documentationMandatory Prepayment Notice) the Borrower shall prepay the aggregate outstanding principal amount of the Loans, as applicabletogether with all accrued interest thereon and shall pay any additional amounts required pursuant to Section 3.04 and any applicable Prepayment Amount, and all other Obligations (other than contingent obligations for which no claim has been made). (b) For purposes of the delivery and receipt of any Mandatory Prepayment Notice (including under Section 10.02), (i) Borrower consents to the delivery of such Mandatory Prepayment Notice by electronic communications and (ii) Borrower’s “normal business hours” shall be 9:00 a.m. to 6:00 p.m., each Business Day. Notwithstanding anything to the contrary contained herein, in the event that a Mandatory Prepayment Event occurs following any Potential Adjustment Event, Issuer Merger Event or Spin-Off Event, then the Calculation Agent and the Lenders agree not to send a Mandatory Prepayment Notice until such time as Calculation Agent has made its (or, subject to the terms and conditions of the proviso to this sentence, the Required Lenders have made their) determination as to the appropriate adjustments, if any, to be made to (i) the Minimum Price, (ii) the Maximum Share Number, (iii) the LTV Margin Call Level and/or (iv) the LTV Reset Level, in each case, in accordance with and subject to the provisions of Section 1.02(d); provided that, if the Calculation Agent fails to make its determination with respect to such adjustments by 6:00 p.m. on the date the relevant Mandatory Prepayment Event occurs, the Required Lenders (provided that the outstanding Loans held by, and unused Commitments of, the Calculation Agent and its Affiliates shall be excluded for purposes of making such determination of Required Lenders) may make such adjustments, if any, in each case, in accordance with and subject to the provisions of Section 1.02(d), with the same effect as if they were made by the Calculation Agent. (c) Any prepayment described in this Section 2.05 shall be made to the Administrative Agent will promptly notify for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender of its receipt Ratable Share of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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.

Mandatory Prepayments. In (i) If at any time the event that Revolving Facility Usage exceeds the Aggregate Revolving Loan Commitment (whether due to a reduction in the Revolving Loan Commitments in accordance with this Agreement, or otherwise), Borrower shall immediately upon demand prepay the principal of the Revolving Loans (and after the Revolving Loans are repaid in full, provide LC Collateral in accordance with Section 2.14(a)) in an amount at least equal to such excess. (ii) If Borrower or any of its Subsidiaries (i) other Restricted Person receives any Net Cash Proceeds arising from any Debt IssuanceAsset Disposition and the aggregate amount of such Net Cash Proceeds exceeds $30,000,000 in any Fiscal Year, Equity Issuance then, within ten Business Days of receipt thereof, Borrower shall apply such Net Cash Proceeds to prepay the Term Loans; provided that, so long as no Event of Default exists, Borrower shall be permitted to reinvest such Net Cash Proceeds in productive assets or Asset Sale consummated properties or otherwise in the business of Borrower and its Subsidiaries within 365 days after receipt thereof, in which case, Borrower shall give Agent written notice thereof within ten Business Days of the receipt of such Net Cash Proceeds. If Borrower elects to use Net Cash Proceeds for reinvestment as set forth in the immediately preceding sentence, within 365 days of the date of written notice to Agent of such election, Borrower shall provide evidence reasonably satisfactory to Agent that such reinvestment has been completed on or after before such 365-day period and, to the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilityextent such reinvestment has not been completed, then the Borrower shall prepay the outstanding 364-Day Tranche Term Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% the amount of such Net Cash Proceeds not later than two Business Days following the receipt by the used for such reinvestment. (iii) If Borrower or such Subsidiary of such Net Cash Proceeds and any other Restricted Person issues or incurs any Indebtedness (ii) in the case of any Qualifying Term Loan Facilityother than Indebtedness permitted by Section 7.1), in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and but in any event within two (2) three Business Days of receiptreceipt thereof) notify apply the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or thereof to prepay the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentTerm Loans.

Mandatory Prepayments. In (a) Promptly (but in any event within five (5) Business Days) upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds in excess of $1,000,000 in the aggregate during any Fiscal Year from any Prepayment Event, the Borrower shall prepay the Obligations in an amount equal to such excess Net Cash Proceeds; provided, that, no prepayment under this Section 2.12(a) shall be required with respect to (i) Non-Core Assets that are sold in accordance with Section 7.6(e) and (ii) Net Cash Proceeds from any other Prepayment Event so long as (with respect to this clause (ii) only) no Event of Default is in existence at the time of receipt of such Net Cash Proceeds, at the election of the Borrower, to the extent that such proceeds are reinvested in the business of the Borrower or any of its Subsidiaries within 365 days (or 366 days in a leap year) following receipt thereof or committed to be reinvested pursuant to a binding contract prior to the expiration of such 365 day (or 366 day in a leap year) period and actually reinvested within 180 days after the date of such binding contract. Any such prepayment shall be applied in accordance with subsection (d) of this Section. (b) Promptly (but in any event that within five (5) Business Days) upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds from any issuance of Indebtedness by the Borrower or any of its Subsidiaries (i) receives other than any Net Cash Proceeds arising from any Debt IssuanceIndebtedness that is not prohibited to be issued or incurred hereunder), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans Obligations in an amount equal to all such Net Cash Proceeds. Any such prepayment shall be applied in accordance with subsection (d) of this Section. (c) Commencing with the Fiscal Year ending December 31, 2016, no later than ten (10) days after the date on which the Borrower’s annual audited financial statements for such Fiscal Year are required to the extent thereofbe delivered pursuant to Section 5.1(a), (i) in to the case extent that the Consolidated Total Net Leverage Ratio as of any Debt Issuancethe last day of such Fiscal Year is greater than or equal to 3.50:1.00, Equity Issuance or Asset Sale, the Borrower shall prepay the Obligations in an amount equal to 100(x) 50% of Excess Cash Flow for such Net Cash Proceeds not later Fiscal Year minus (y) the aggregate amount of all voluntary prepayments of the Existing Lien Term B Loans, the Revolving Loans and Existing Lien Revolving Loans (other than two Business Days following the receipt by prepayment of the Borrower or Existing Lien Revolving Loans on the Closing Date) made during such Subsidiary of such Net Cash Proceeds Fiscal Year, and (ii) in to the case extent that the Consolidated Total Net Leverage Ratio as of any Qualifying Term Loan Facilitythe last day of such Fiscal Year is less than 3.50:1.00, the Borrower shall prepay the Obligations in an amount equal to the commitments 0% of Excess Cash Flow for such Fiscal Year. Any such prepayment shall be applied in respect accordance with subsection (d) of this Section. Any such Qualifying Term Loan Facility immediately upon effectiveness prepayment shall be accompanied by a certificate signed by a Responsible Officer of the definitive documentation Borrower, certifying in respect thereof; providedreasonable detail the manner in which Excess Cash Flow and the resulting prepayment were calculated, that which certificate shall be in form and substance reasonably satisfactory to the Administrative Agent. (d) Any prepayments made by the Borrower pursuant to subsection (a), (b) or (c) of this Section or pursuant to Section 2.11 shall be applied to the outstanding principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments. The Revolving Commitments of the Lenders shall be permanently reduced by the amount of any such Net Cash Proceeds with respect prepayments made hereunder. Notwithstanding anything herein to any Asset Sale the contrary, no mandatory prepayment shall not be required to be applied made pursuant to subsection (a), (b) or (c) of this Section, at any time on or after the extent such Net Cash Proceeds are reinvested inClosing Date so long as any Existing Lien Obligation remains unpaid or outstanding (other than Hedging Obligations (as defined in the Existing Lien Credit Agreement) owed by any Loan Party to any Lender Related Hedge Provider (as defined in the Existing Lien Credit Agreement), or applied Bank Product Obligations (as defined in the Existing Lien Credit Agreement) and indemnities and other contingent obligations under the Existing Lien Credit Agreement not then due and payable and as to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentwhich no claim has been made).

Mandatory Prepayments. In (a) Unless the event that Required Prepayment Lenders shall otherwise agree, if any Capital Stock (other than any Capital Stock issued by the Borrower which yields Qualified Net Cash Equity Proceeds) shall be issued by the Borrower or any of its Subsidiaries at such time when the Consolidated Leverage Ratio (determined as at the end of the most recent period of four consecutive fiscal quarters ended prior to the required date of prepayment for which the relevant financial information is available on a pro forma basis as if such issuance had occurred on the first day of such period) is greater than or equal to 1.50 to 1.00, an amount equal to 25% of the Net Cash Proceeds thereof shall be applied within two Business Days following the date of such issuance (or with respect to Net Cash Proceeds at one time constituting Qualified Net Cash Equity Proceeds, failure to constitute Qualified Net Cash Equity Proceeds) toward the prepayment of the Term Loans. (b) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (i) receives including any Indebtedness 29 incurred in accordance with Section 7.2(f)(iii), other than Indebtedness which yields Qualified Net Cash Debt Proceeds arising from in an aggregate amount not to exceed $175,000,000, but excluding any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereofother Indebtedness incurred in accordance with Section 7.2), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such the Net Cash Proceeds not later than two Business Days following thereof shall be applied on the receipt by date of such incurrence (or with respect to Net Cash Proceeds at one time constituting Qualified Net Cash Debt Proceeds, failure to constitute Qualified Net Cash Debt Proceeds) toward the prepayment of the Term Loans. (c) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or such Subsidiary any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 75% of such Net Cash Proceeds shall be applied within two Business Days following such date toward the prepayment of the Term Loans; provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $25,000,000 in any fiscal year of the Borrower, and (ii) in the case of any Qualifying Term Loan Facilityon each Reinvestment Prepayment Date, in an amount equal to the commitments in Reinvestment Prepayment Amount with respect of such Qualifying Term Loan Facility immediately upon effectiveness to the relevant Reinvestment Event shall be applied toward the prepayment of the definitive documentation in respect thereofTerm Loans; provided, that any such Net Cash Proceeds with respect to any Asset Sale further, that, notwithstanding the foregoing, the Borrower shall not be required to be applied prepay the Term Loans in accordance with this paragraph (c) except to the extent such that the Net Cash Proceeds are reinvested infrom all Asset Sales which have not been so applied equals or exceeds $10,000,000 in the aggregate. (d) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2003, there shall be Excess Cash Flow and the Consolidated Leverage Ratio as of the last day of such fiscal year is greater than or applied equal to the replacement or repair of assets 1.50 to be used in1.00, the business Borrower shall, on the relevant Excess Cash Flow Application Date, apply 50% (or, if the Consolidated Leverage Ratio as of any the last day of such fiscal year is less than 1.50 to 1.00 but greater than or equal to 1.00 to 1.00, 25%) of such Excess Cash Flow toward the prepayment of the Term Loans. Each such prepayment shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and its Subsidiaries within 180 calendar days (ii) the date such financial statements are actually delivered. (e) The application of receipt thereof; providedany prepayment of Loans pursuant to this Section 2.11 shall be made, furtherfirst, that if any portion to ABR Loans and, second, to Eurodollar Loans. Each prepayment of such Net Cash Proceeds the Loans under Section 2.11 (except in the case of Revolving Loans that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche ABR Loans and Swingline Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentsuch prepayment on the amount prepaid.

Mandatory Prepayments. In Within five (5) Business Days of the event that receipt of Net Cash Proceeds from the occurrence of any Casualty Event or Specified Asset Sale, the Borrower shall apply an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Casualty Event or Specified Asset Sale, as the case may be, to (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the prepayment of outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case payment of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount of the Loans being prepaid and the payment of the Early Prepayment Fee. Such Net Cash Proceeds shall be allocated to such prepayment and payments such that the full amount of principal, interest and prepayment fees payable hereunder shall be paid with such Net Cash Proceeds. Notwithstanding the foregoing, so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within three (3) Business Days following the occurrence of any such Casualty Event or Specified Asset Sale, a Responsible Officer of the Borrower delivers to the Administrative Agent a notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Casualty Event or Specified Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Specified Asset Sale or to the cost of purchase or constructing other assets useful in the business of the Borrower or its Subsidiaries, then such Net Cash Proceeds of such Casualty Event or Specified Asset Sale may be applied for such purpose in lieu of such mandatory prepayment otherwise required pursuant to this clause (b) to the extent such Net Cash Proceeds of such Casualty Event or Asset Sale are actually applied for such purpose; provided that, in the event that Net Cash Proceeds have not been so applied within one hundred and eighty (180) days following the occurrence of such Casualty Event or Specified Asset Sale (or, if within such 180-day period the Borrower enters into a binding commitment to purchase or acquire such assets, within ninety (90) days from entering into such binding commitment), the Borrower shall make a mandatory prepayment of the Loans in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Casualty Event or Specified Asset Sale, as the case may be, together with payment of accrued and unpaid interest on the principal amount of the Loans being so prepaid and the applicable Early Prepayment Fee, with such amount of Net Cash Proceeds being allocated to but excluding the date prepayment of paymentprincipal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the payment of the Early Prepayment Fee such that the full payable with respect to such mandatory prepayment is paid with such unused balance of Net Cash Proceeds.

Mandatory Prepayments. (a) Not later than the third Business Day following the receipt by the Borrower or any Subsidiary of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall make an offer to apply 100% of the Net Cash Proceeds (each an “Asset Sale Offer”) to prepay the maximum amount of outstanding Loans at par. If any Lender accepts such Asset Sale Offer or a portion thereof, the Borrower shall prepay the Loans of such Lender in whole or in part at the discretion of such Lender no later than the date which is one (1) Business Day after such Lender’s acceptance of such offer or request for prepayment, as applicable. If any Net Cash Proceeds remain after consummation of an Asset Sale Offer, the Borrower may use those Net Cash Proceeds for any purpose not otherwise prohibited hereunder and they will no longer constitute Net Cash Proceeds. (b) In the event that the Borrower or any of its Subsidiaries (i) receives any Subsidiary shall receive Net Cash Proceeds arising from the issuance or incurrence of Indebtedness for money borrowed of the Borrower or any Debt IssuanceSubsidiary (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 6.01), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay substantially simultaneously with the outstanding 364-receipt of such Net Cash Proceeds by the Borrower or such Subsidiary (and in any event not later than the Business Day Tranche Loans (to the extent thereofnext following), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in apply an amount equal to 100% of such Net Cash Proceeds not to prepay outstanding Loans and pay any accrued and unpaid interest then due on the amount of such principal then prepaid. (c) In the event that a Change of Control occurs, the Borrower shall no later than two the date which is one (1) Business Days following Day after the receipt occurrence of such Change of Control offer to prepay the Loans held by each Lender at par. If any Lender accepts such offer or a portion thereof, the Borrower or such Subsidiary shall prepay the Loans of such Net Cash Proceeds and Lender in whole or in part at the discretion of such Lender no later than the date which is one (ii1) in Business Day after such Lender’s acceptance of such offer or request for prepayment, as applicable. (d) Not later than the case fifth Business Day prior to the occurrence of any Qualifying Term Loan Facilityinitial Public Offering, in an amount equal the Borrower shall offer to prepay the Loans held by each Lender at par, subject to the commitments in respect completion of such Qualifying Term Loan Facility immediately initial Public Offering. If any Lender accepts such offer or a portion thereof, the Borrower shall prepay the Loans of such Lender in whole or in part at the discretion of such Lender no later than the date upon effectiveness which the Borrower receives the proceeds of the definitive documentation in respect thereofinitial Public Offering; provided, however, that any such Net Cash Proceeds with respect to any Asset Sale notwithstanding the foregoing, the Borrower shall not be required to be applied offer to prepay the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings Loans under this Section 2.12 shall be subject 2.13(d) in connection with any such initial Public Offering that is a Qualified Public Offering if the proceeds of such Qualified Public Offering are greater than $250,000,000 or such Qualified Public Offering is made in connection with a secondary public offering and the proceeds of such secondary public offering account for less than 50% of the total offering proceeds. (e) Not later than the fifth Business Day prior to the occurrence of any Asset Sale pursuant to Section 2.176.05(g) of Oil and Gas Properties to which Present Value is attributed in the most recent Engineering Report that, but shall otherwise be without premium or penaltyupon consummation, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.would result in Net Value, the

Mandatory Prepayments. (a) On the day of receipt by the Borrower or any of its Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrower shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5 (e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds. On or prior to the date of any Asset Disposition, the Borrower agrees to provide the Agent with calculations used by the Borrower in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a). (b) If the Borrower or any of its Subsidiaries receives insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 180 days of the receipt thereof, the Borrower shall, on such 180th day prepay the Loans and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to the amount of such proceeds not so applied (and such prepayment shall be applied as set forth in Section 2.5(e); PROVIDED THAT no prepayment shall be required to the extent the aggregate amount of insurance proceeds and condemnation proceeds received since the Restatement Date is less than or equal to $1,000,000. (c) In the event that the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuancemakes an Equity Offering, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall immediately prepay the outstanding 364-Day Tranche Loans (to the extent thereof)and, (i) in the case of any Debt Issuanceafter all Loans have been prepaid, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net make a Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan FacilityCollateral Deposit, in an amount equal to the commitments in respect Net Proceeds of such Qualifying Term Loan Facility immediately upon effectiveness Equity Offering (and such prepayment shall be applied as set forth in Section 2.5(e)). No such prepayment shall limit or restrict the rights and remedies of the definitive documentation Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (d) If at any time the aggregate principal amount of all Loans and Letters of Credit outstanding exceeds the Aggregate Commitment or the Borrowing Base, the Borrower shall immediately, without notice or request by the Agent, prepay the Loans (together with accrued interest to the date of prepayment on the principal amount prepaid) in respect thereof; provided, that any an aggregate amount equal to such Net Cash Proceeds with respect excess. (i) Each prepayment of the Loans pursuant to any Asset Sale this Section 2.5 shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any outstanding amounts of the Borrower Base Rate Loans and its Subsidiaries within 180 calendar days of receipt thereof; providedthereafter the LIBOR loans, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt as directed by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such noticeAgent. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and Each prepayment shall be accompanied by payment in full of all accrued interest and, if applicable, accrued commitment fees thereon to and unpaid interest on the principal amount to be prepaid to but excluding including the date of paymentsuch prepayment, together with any additional amounts owing pursuant to Section 2.8(c). (ii) The Borrower agrees to give the Agent at least five Business Days' irrevocable written notice of any prepayment under this Section 2.5. (iii) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied to make a Cash Collateral Deposit.

Mandatory Prepayments. (i) In the event that the Borrower or any of its Subsidiaries (i) actually receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance non-ordinary course asset sales or Asset Sale consummated other Dispositions of property by the Borrower or its Subsidiaries or from any Recovery Event (including proceeds from the sale of Capital Stock of any Subsidiary of the Borrower) during the period commencing on or after the Effective Pre-Closing Funding Date or the Closing Date, as applicable, and ending on the latest Maturity Date, other than (iiA) enters into definitive documentation for dispositions among the Borrower and its Subsidiaries, (B) sales of obsolete or worn-out property and property no longer used or useful in the business of the Borrower and its Subsidiaries, (C) sales of assets the Net Cash Proceeds of which do not exceed (x) $5,000,000 individually and (y) $10,000,000 in the aggregate, (D) sales of assets to the extent the Net Cash Proceeds from such sale are reinvested in other assets used or useful in the business of the Borrower or any Qualifying Term Loan Facilityof its Subsidiaries (or used to replace damaged or destroyed assets) within twelve (12) months after receipt of such Net Cash Proceeds (or in the case of any Recovery Event, such longer period as may be reasonably required to replace or repair the affected asset), (E) sales of inventory or equipment in the ordinary course of business, (F) sales of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business; and (G) sales of Investments by Insurance Subsidiaries and their Subsidiaries (other than the Capital Stock of Subsidiaries (in each case (x) in the ordinary course of business and consistent with the investment policy approved by the board of directors or such Insurance Subsidiary or (y) required by Insurance Regulatory Authorities), then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two three Business Days following the receipt by the Borrower or any such Subsidiary of or such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche LoansProceeds. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary or, as applicable, any Subsidiary, of any such Net Cash Proceeds and/or and such notice shall be accompanied by a reasonably detailed calculation of the effectiveness Net Cash Proceeds received. Each prepayment of such definitive documentationLoans under this clause (i) shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus in the case of any Term SOFR Loans, amounts due to the Lenders under Section 2.19. (ii) Without duplication of any reduction provided pursuant to clause (iii) below, in the event that the Borrower or any of its Subsidiaries actually receives any Net Cash Proceeds arising from (A) any issuance of debt securities (including the Chariot Notes) or the incurrence of other debt for borrowed money (other than Excluded Debt) and (B) any issuance or offering of equity securities, preferred securities, hybrid securities or equity-linked securities (in a public offering or private placement) by the Borrower or any of its Subsidiaries (other than Excluded Equity Offerings) during the period commencing on the Pre-Closing Funding Date or the Closing Date, as applicable, and ending on the latest Maturity Date, then the Borrower shall prepay the Loans in an amount equal to 100% of such Net Cash Proceeds not later than three Business Days following the receipt by the Borrower or any such Subsidiary of such Net Cash Proceeds; provided that, in the case of sub-clause (ii)(A), the Borrower may elect to apply the Net Cash Proceeds arising from the issuance of the Chariot Notes that are in excess of $150,000,000 to prepay any outstanding Chariot Specified Revolving Loans under and as defined in the Revolving Credit Agreement as of the date of receipt of such Net Cash Proceeds; provided, further that, to the extent the Borrower does not make such election within three Business Days following receipt of such Net Cash Proceeds, such excess amount shall be required to prepay the Loans hereunder within four Business Days of receipt of such Net Cash Proceeds. The Borrower shall promptly notify the Administrative Agent will promptly notify each Lender of its the receipt by the Borrower or, as applicable, any Subsidiary, of each such noticeNet Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds received. All prepayments Each prepayment of Borrowings Loans under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and clause (ii) shall be accompanied by accrued interest and unpaid interest fees on the amount prepaid to the date fixed for prepayment, plus in the case of any Term SOFR Loans, amounts due to the Lenders under Section 2.19. (iii) In the event that the Borrower or any of its Subsidiaries enters into any Qualifying Bank Financing during the period commencing on the Pre-Closing Funding Date or the Closing Date, as applicable, and ending on the latest Maturity Date, then the Borrower shall prepay the Loans in an amount equal to 100% of the committed amount of such Qualifying Bank Financing not later than three Business Days following the effectiveness of the definitive documentation for such Qualifying Bank Financing. The Borrower shall promptly notify the Administrative Agent of the entry into the definitive documentation for such Qualifying Bank Financing. Each prepayment of Loans under this clause (iii) shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus in the case of any Term SOFR Loans, amounts due to the Lenders under Section 2.19. (iv) If the Pre-Closing Funding Election has been made, in the event that the Chariot Acquisition Related Conditions have not been satisfied on or prior to January 2, 2026 (the “Return Date”), the Borrower shall, on the first Business Day immediately following the Return Date, repay the aggregate principal amount of the Pre-Closing Funded Amount together with interest accrued thereon from the Pre-Closing Funding Date to be prepaid the Return Date, together with any amounts due thereon pursuant to but excluding the date of paymentSection 2.19.

Mandatory Prepayments. (a) [Reserved] (b) No later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrowers shall apply 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g), except with respect to those Net Cash Proceeds that are (x) Reinvestment Net Cash Proceeds (as defined below), (y) proceeds of ABL Priority Collateral (as defined in the Intercreditor Agreement), to the extent required to repay outstanding obligations under the ABL Credit Facility in accordance with the terms thereof and of the Intercreditor Agreement, or (z) proceeds received from the sale of accounts receivable to Receivables SPV pursuant to and in accordance with the Receivables Securitization Documents or from Asset Sales permitted under clause (i), (iii), (v), (viii) or (ix) of Section 6.05(b). So long as no Default or Event of Default is then continuing, the US Borrower, by written notice delivered on or before the fifth Business Day following receipt by a Loan Party or any Restricted Subsidiary of Net Cash Proceeds in respect of any Asset Sale, may elect (each, a “Reinvestment Election”) to reinvest such Net Cash Proceeds (such amount, “Reinvestment Net Cash Proceeds”) in accordance with the terms of this Section 2.13(b): (i) The US Borrower may make a Reinvestment Election to reinvest the Reinvestment Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrowers and their Restricted Subsidiaries so long as each and every of the following is satisfied: (x) the Net Cash Proceeds from any Asset Sale of Collateral are reinvested in Collateral within 365 days of receipt of such Net Cash Proceeds; and (y) at the time of the notice of the Reinvestment Election with respect to Net Cash Proceeds in excess of US$10,000,000, a Financial Officer of the applicable Borrower certifies to the Administrative Agent, by delivery of a certificate that no Default or Event of Default shall have occurred and be continuing at the time of receipt of the Net Cash Proceeds or of such certificate, and (z) at the time of any proposed reinvestment with respect to Net Cash Proceeds in excess of US$10,000,000, a Financial Officer of the applicable Borrower certifies that no Default or Event of Default shall have occurred and be continuing at the time of the proposed reinvestment. (ii) [Reserved]. (c) No later than the third Business Day following the Closing Date, the Borrowers shall prepay the Obligations, including the Term Loans, all interest accrued thereon and all fees then due and payable, in cash, in full, unless the Acquisition Consummation Condition has been fully satisfied. (d) No later than 120 days after the end of each fiscal year of Holdings, commencing with the fiscal year ending on December 31, 2013, the Borrowers shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to (A) (x) if the Secured Leverage Ratio calculated as of the last day of such fiscal year is greater than 2:50:1:00, in an amount equal to 50% of Excess Cash Flow for the fiscal year then most recently ended, (y) if the Secured Leverage Ratio calculated as of the last day of such fiscal year is equal to or less than 2:50:1:00 but greater than 2.00:1:00, in an amount equal to 25% of Excess Cash Flow for the fiscal year then most recently ended, or (z) if the Secured Leverage Ratio calculated as of the last day of such fiscal year is equal to or less than 2.00:1:00, in an amount equal to zero, minus (B) voluntary prepayments of Term Loans under Section 2.12 during such fiscal year but only to the extent that such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness with new Indebtedness. (e) In the event that the Borrower any Loan Party or any subsidiary of its Subsidiaries (i) receives any a Loan Party shall receive Net Cash Proceeds arising from the issuance or incurrence of Indebtedness for money borrowed of any Debt Issuance, Equity Issuance Loan Party or Asset Sale consummated on or after the Effective Date or any subsidiary of a Loan Party (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (other than Indebtedness permitted pursuant to the extent thereofSection 6.01), the Borrowers shall, promptly upon (iand in any event not later than the third Business Day next following) in the case receipt of any Debt Issuancesuch Net Cash Proceeds by such Loan Party or such subsidiary, Equity Issuance or Asset Sale, in apply an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following to prepay outstanding Term Loans in accordance with Section 2.13(g). (f) [Reserved]. (g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata among Tranche B-1 Loans and Tranche B-2 Loans and the receipt Other Term Loans, if any, and applied pro rata against the remaining scheduled installments of principal due in respect of the Tranche B-1 Loans and Tranche B-2 Loans and the Other Term Loans, if any, under Sections 2.11(a)(i), (ii) and (iii); provided that, notwithstanding the foregoing, any application of proceeds from such prepayments relating solely to Collateral securing the Canadian Obligations shall be made solely in respect of the Tranche B-2 Loans. (h) Each of the Borrowers shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower or such Subsidiary Borrowers setting forth in reasonable detail the calculation of the amount of such Net Cash Proceeds prepayment and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect extent practicable, at least three days prior written notice of such Qualifying Term Loan Facility immediately upon effectiveness prepayment or of the definitive documentation in respect thereof; provided, that any such reallocation or retention of Net Cash Proceeds with respect by a Foreign Subsidiary pursuant to any Asset Sale Section 2.13(i) below, stating, in reasonable detail, the reasons for such reallocation or retention. Each notice of prepayment shall not be required specify the prepayment date, the Type of each Term Loan being prepaid and the principal amount of each Term Loan (or portion thereof) to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such noticeprepaid. All prepayments of Borrowings under this Section 2.12 2.13 shall be subject to Section 2.172.16, but shall otherwise be without premium or penalty, and shall (to the extent applicable) be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (i) Notwithstanding any other provisions of this Section 2.13, (i) to the extent that any or all of the Net Cash Proceeds of any Asset Sale received by a Foreign Subsidiary (each such receipt a “Foreign Prepayment Proceeds Receipt”) are prohibited or delayed by applicable local law or applicable organizational documents of such Foreign Subsidiary from being repatriated to either the US Borrower to repay the Term Loans made to the US Borrower or the Canadian Borrower to repay Term Loans made to the Canadian Borrower pursuant to Section 2.13(b) or (e), as applicable, the portion of such Net Cash Proceeds so affected will not be required to be applied to repay such Term Loans made to the US Borrower or Term Loans made to the Canadian Borrower, as the case may be (such Tranche, the “Affected Tranche”), at the times provided in Section 2.13(b), but shall instead be applied to the repayment of the outstanding principal balance of the other Tranche (the “Unaffected Tranche”), and if such Unaffected Tranche has been repaid in full, of if both the Term Loans made to the US Borrower and the Term Loans made to the Canadian Borrower are Affected Tranches, then any remaining Net Cash Proceeds 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 US Borrower or the Canadian Borrower (the Borrowers hereby agreeing to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation and/or minimize any such costs of prepayment and/or use the other cash and cash equivalents of Holdings and its Subsidiaries to make the relevant prepayment), and if such repatriation of any of such affected Net Cash Proceeds becomes permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds 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 and additional costs relating to such repatriation) to the repayment of such applicable Term Loans pursuant to this Section 2.13(i), or (ii) to the extent that the applicable Borrower has determined in good faith that repatriation to the US Borrower to repay the Tranche B-1 Loans or to the Canadian Borrower to repay the Tranche B-2 Loans pursuant to Section 2.13, as applicable, of any of or all the Net Cash Proceeds of any disposition by a Foreign Subsidiary or the Net Cash Proceeds of any Foreign Prepayment Proceeds Receipt would have material adverse tax consequences (including any reduction in tax attributes) with respect to such Net Cash Proceeds, such Net Cash Proceeds so affected will not be required to be applied to repay such Term Loans made to the US Borrower or the Term Loans made to the Canadian Borrower, as applicable (such Tranche, the “Tax Affected Tranche”), at the times provided in Section 2.13(b), but shall instead be applied to the repayment of the outstanding principal balance of the other Tranche of Loans (the “Tax Neutral Tranche”) subject to Section 2.13(g), provided that if such Tax Neutral Tranche has been repaid in full or if both the Term Loans made to the US Borrower and the Term Loans made to the Canadian Borrower are Tax Affected Tranches, then any remaining Net Cash Proceeds may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable adverse tax consequences with respect to such Net Cash Proceeds remain (the Borrowers hereby agreeing to use all commercially reasonable efforts to overcome or eliminate any adverse tax consequences and/or use the other cash and cash equivalents of Holdings and its Subsidiaries to make the relevant prepayment), and if such repatriation of any of such affected Net Cash Proceeds would no longer have adverse tax consequences, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of (A) the amount of any other cash and cash equivalents of Holdings and its Subsidiaries otherwise used to make the relevant prepayment, (B) additional taxes payable or reserved against as a result of such repatriation and (C) additional costs relating to such repatriation) to the repayment of such Term Loans pursuant to this Section 2.13.

Mandatory Prepayments. (i) Not later than five (5) Business Days following the receipt of any Net Cash Proceeds of any Asset Sale of Parras Cone Machinery and Equipment, Parras Cone Land and Buildings or Equity Interests of any Subsidiary Guarantor, Borrower shall apply an amount equal to the applicable NFLV – Parras Cone Machinery and Equipment, FMV – Parras Cone Land and Buildings or Net Cash Proceeds with respect thereto to prepay the Term Loans. (ii) In the event that the Borrower insurance proceeds are payable in respect of any Casualty Event or any series of related Casualty Events, Borrower may elect to restore or replace the property affected by such Casualty Event so long as no Event of Default shall have occurred and be continuing and provided that Borrower provides notice to the Agent within fifteen (15) days of the occurrence of the Casualty Event of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuanceelection to restore or replace the affected property; provided that, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilityif Borrower does not deliver such notice within such 15-day period, then the Borrower shall prepay the outstanding 364-Day Tranche Term Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following proceeds. If Borrower so elects, it shall deliver to the receipt by Agent, within forty-five (45) days from the Borrower delivery of the notice referenced above, a restoration or such Subsidiary replacement plan, for the application of such Net Cash Proceeds insurance proceeds and (ii) in any other funds available to Borrower to restore or replace the case of any Qualifying property; provided that, if Borrower does not deliver such restoration or replacement plan within such 45-day period, Borrower shall prepay the Term Loan Facility, Loans in an amount equal to the commitments in respect 100% of such Qualifying Term Loan Facility immediately upon effectiveness proceeds. All restoration or replacement of property must be completed within two hundred seventy (270) days of the definitive documentation Casualty Event. Borrower shall prepay the Term Loans in respect thereof; provided, that any such Net Cash Proceeds with respect an amount equal to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion 100% of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event proceeds within two (2) Business Days following the expiration of receiptsuch two hundred seventy (270) notify the Administrative Agent day period. (iii) Immediately upon receipt by ITG, or any Holding Company of ITG or BST, of the Net Issuance Proceeds of any issuance of Stock (as defined in the Revolving Loan Agreement) or Stock Equivalents (as defined in the Revolving Loan Agreement) (including any capital contribution but excluding (1) any Net Issuance Proceeds from Excluded Equity Issuances and (2) an amount of proceeds from the issuances of Stock (as defined in the Revolving Loan Agreement) by ITG or any Holding Company of ITG or BST pursuant to a Qualified Issuance up to the lesser of (x) $15,000,000, and (y) an amount equal to 50% of the accrued and unpaid interest (including any PIK interest) with respect to the 18% Senior Note Subordinated Indebtedness, so long as in the case of this subclause (2), such amount is used to repay the accrued and unpaid interest (including any PIK interest) with respect to the 18% Senior Note Subordinated Indebtedness), Borrower shall prepay, or cause to be prepaid, the Term Loans in an amount equal to the Relative Commitment Factor as of such date multiplied by such Net Issuance Proceeds. (iv) Immediately upon receipt by the Borrower or such any of the Subsidiary Guarantors of the Net Cash Proceeds of any Equity Issuance, Borrower shall prepay the Term Loans in an amount equal to all such Net Cash Proceeds. (v) Immediately upon receipt by ITG, or any Holding Company of ITG or BST, of the Net Issuance Proceeds and/or of Holdco Debt (other than the effectiveness 18% Senior Note Subordinated Indebtedness), Borrower shall prepay, or cause to be prepaid, the Term Loans in an amount equal to the Relative Commitment Factor as of such definitive documentationdate multiplied by such Net Issuance Proceeds. (vi) Immediately upon receipt by Borrower or any of the Subsidiary Guarantors of the Net Cash Proceeds of any Debt Issuance, as applicable, and Borrower shall prepay the Administrative Agent will promptly notify each Lender Term Loans in an amount equal to all such Net Cash Proceeds. (vii) Immediately upon receipt by ITG or any of its receipt Subsidiaries of the Net Proceeds (as defined in the Revolving Loan Agreement) of (x) any Disposition (as defined in the Revolving Loan Agreement) of Equipment or real Property or (y) any Event of Loss (as defined in the Revolving Loan Agreement) of Equipment or real Property and, in each case, to the extent ITG or any of its Subsidiaries is required to make a mandatory prepayment under the Revolving Loan Agreement in connection with such noticeDisposition or Event of Loss, Borrower shall prepay, or cause to be prepaid, the Term Loans in an amount equal to 50% of such Net Proceeds. All mandatory prepayments of Borrowings under this made pursuant to Section 2.12 2.6(b) shall be applied as set forth in Section 2.10, shall not be subject to payment of break funding losses (if any) as set forth in Section 2.17, but shall otherwise be without premium or penalty2.11, and shall be accompanied by accrued and unpaid payment of interest on the principal amount of such prepayment accrued to be prepaid to but excluding the date of paymentsuch prepayment. Any portion of the Term Loans prepaid pursuant to this Section 2.6 may not be reborrowed.

Mandatory Prepayments. In The Borrower shall make prepayments of the event that outstanding amount of Term Loan One and Term Loan Two (in addition to the scheduled principal installments) upon not less than one Business Day's prior notice to the Agent, in amounts equal to either or both of the following: (i) 75% of Excess Cash Flow of the Borrower for any fiscal year ending December 31, 2001 or thereafter, minus the aggregate principal amount of all voluntary prepayments of Term Loan One and Term Loan Two made during such fiscal year; and (ii) 100% of the Net Sales Proceeds received by the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising Subsidiary from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date Sales permitted by this Agreement or (iiif not permitted by this Agreement) enters into definitive documentation for any Qualifying Term Loan Facility, then consented to by the Borrower shall prepay Agent and the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in Required Lenders. In the case of clause (i), the prepayment shall be made within 10 days after the Agent's receipt of the annual audited financial statements of the Borrower, but in no event later than 130 days after the end of each fiscal year of the Borrower; provided that no such prepayment based on the Excess Cash Flow of the Borrower for any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% fiscal year shall be required if the Leverage Ratio as of the end of such Net Cash Proceeds fiscal year is less than 2.25 to 1.00. In the case of clause (ii), the prepayment shall be made not later than two Business Days following 30 days after the receipt by consummation of the Asset Sale. If such prepayment constitutes a repayment of a Eurodollar Advance on a date which is not the last day of a Eurodollar Interest Period, the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to pay any amounts that would otherwise be due under this Agreement (including without limitation, Section 3.4) for the repayment of a Eurodollar Rate Advance prior to the last day of the Eurodollar Interest Period. Any such mandatory prepayment shall be applied to the extent principal installments payable on Term Loan One in the inverse order of maturity; once Term Loan One is repaid in full, any such Net Cash Proceeds are reinvested in, or mandatory prepayment shall be applied to the replacement or repair principal installments payable on Term Loan Two in inverse order of assets to be used in, the business of any maturity. Section 4. Section 2.19 (Collateral) of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject Credit Agreement is hereby amended to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, read as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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.follows:

Mandatory Prepayments. In the event that the Borrower or (a) If on any of its Subsidiaries (i) receives date any Group Member shall receive Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated or Recovery Event then, unless a Reinvestment Notice shall have been delivered in respect thereof, concurrently with, and as a condition to closing of such transaction, on or after any such date the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower Loans shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, be prepaid in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following Proceeds; provided, that, notwithstanding the receipt by foregoing, on each Reinvestment Prepayment Date, the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, Loans shall be prepaid in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event. (b) The Administrative Agent will determine the Spot Rate for (i) each Approved Currency (other than US Dollars) and (ii) any Asset Sale other Foreign Currency which has been approved for any component of the Global Borrowing Base, each as of each Revaluation Date, and promptly advise the Borrowers of such Spot Rates. If, as of any such Revaluation Date, any of the limitations set forth in Section 2.1(a) are exceeded (including, without limitation, any limitation with regard to the Global Borrowing Base or the US Borrowing Base), the Borrowers and Non-Loan Party Borrowers shall promptly, but not later than the later of (A) three (3) Business Days after such Revaluation Date or (B) if any limitation with regard to the Global Borrowing Base or the US Borrowing Base has been exceeded, the date the related Global Borrowing Base Certificate or US Borrowing Base Certificate is required to be required delivered), make such prepayments of Loans, to be applied to the extent such Net Cash Proceeds Loans, in accordance with Section 2.14, as may be required in order that none of such limitations in Section 2.1(a) are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereofthereafter exceeded; provided, further, provided that if after any such prepayment any portion of such Net Cash Proceeds that are subject excess continues to exist (because L/C Obligations constitute a portion thereof), the applicable Borrowers and Non-Loan Party Borrowers shall, in an amount not less than the balance of such excess, immediately deposit an amount in cash in a cash collateral account established with the Administrative Agent, for the benefit of the Issuing Lender, on terms and conditions satisfactory to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion Administrative Agent. (c) The application of any prepayment of Loans pursuant to this Section 2.8 shall be applied immediately at made on a pro rata basis regardless of Type; provided that, so long as no Default or Event of Default has occurred and is continuing the end Borrowers may specify which Tranche(s) shall be repaid. (d) Notwithstanding any other provisions herein, the Borrowers shall make prepayments of Loans on the Reduction Date, on a non pro rata basis, as may be necessary in order to cause each Lender’s Extensions of Credit to remain equal to such period to the 364-Day Tranche Loans. The Borrower shall promptly Lender’s Percentage (and in any event within two (2based on Total Commitments) Business Days of receipt) notify the Administrative Agent of the receipt Total Extensions of Credit outstanding on the Reduction Date (immediately following the reduction of ▇▇▇▇▇ Fargo’s Commitment by the Borrower or such Subsidiary Reduction Amount, if any). (e) Each prepayment of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings Loans under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and 2.8 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentsuch prepayment on the amount prepaid. Any prepayment pursuant to this Section 2.8 shall not reduce the Commitments and may be re-borrowed pursuant to the terms and conditions hereof.

Mandatory Prepayments. In (a) Not later than the event that first Business Day following the Borrower date of receipt by the Parent or any Restricted Subsidiary of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case respect of any Debt Issuance, Equity Issuance or Specified Asset Sale, in an amount equal to 100% the Parent shall notify each Administrative Agent of such Net Cash Proceeds not later than two receipt. On the third Business Days Day following the receipt by the Borrower Parent or any Restricted Subsidiary of any Net Cash Proceeds in respect of any Specified Asset Sale, the Borrowers shall first prepay, without premium or penalty, the Term Loans then outstanding and provide cash collateral by depositing cash into the LC Facilities Cash Collateral Account to secure the Revolving Letter of Credit Obligations on a pro rata basis (based upon the outstanding principal amount of the Term Loans and the Revolving Commitments in effect at such Subsidiary time) in an aggregate amount equal to such Net Cash Proceeds; second, if the Final Facility Effective Date has not yet occurred, reduce the Final New Money Term Commitment and provide cash collateral by depositing cash into the LC Facilities Cash Collateral Account to secure the Revolving Letter of Credit Obligations on a pro rata basis (based upon the principal amount of the Final New Money Term Commitment and the Revolving Commitments as set forth on Part B of Schedule I) in an aggregate amount equal to the balance of such Net Cash Proceeds Proceeds; and (ii) in third, retain the case balance of any Qualifying Term Loan Facilitysuch Net Cash Proceeds; provided that, in an amount equal so long as no Default or Event of Default shall have occurred and be continuing, the Parent may, on or prior to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness date of the definitive documentation in respect thereof; providedrequired prepayment, subject to the following sentence, deliver to each Administrative Agent a certificate of a Responsible Officer of the Parent certifying that any the Parent intends to cause such Net Cash Proceeds with respect (or a portion thereof specified in such certificate) to any Asset Sale be reinvested in long-term assets that are used or useful in the business of the Parent and its Restricted Subsidiaries on or prior to the date that is 180 days after the receipt of such Net Cash Proceeds, and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the Borrowers shall not be required to be applied make such prepayment to the extent such Net Cash Proceeds are reinvested in, or applied to of the replacement or repair of assets amount intended to be used in, the business of so reinvested as set forth in such certificate; provided further any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at by the end of such period shall be applied to prepay the 364-Term Loans and provide cash collateral for the Revolving Letter of Credit Obligations by funding the LC Facilities Cash Collateral Account as provided above promptly upon the expiration of such period. With respect to any Specified Asset Sale other than pursuant to clause (j) of Section 8.4, the Borrowers may reinvest not more than $10,000,000 of Net Cash Proceeds in the aggregate. (b) Not later than the first Business Day Tranche Loans. The Borrower following the date of receipt by the Parent or any Restricted Subsidiary, or by any Agent as loss payee, of any Net Cash Proceeds in respect of any Insurance/Condemnation Event, the Parent shall promptly (and in any event within two (2) Business Days of receipt) notify the each Administrative Agent of such receipt. On the third Business Day following the receipt by the Borrower Parent or any Restricted Subsidiary, or by any Agent as loss payee, of any Net Cash Proceeds in respect of any Insurance/Condemnation Event, the Borrowers shall first prepay, without premium or penalty, the Term Loans then outstanding and provide cash collateral by depositing cash into the LC Facilities Cash Collateral Account to secure the Revolving Letter of Credit Obligations on a pro rata basis (based upon the outstanding principal amount of the Term Loans and the Revolving Commitments in effect at such Subsidiary time) in an aggregate amount equal to such Net Cash Proceeds; second, if the Final Facility Effective Date has not yet occurred, reduce the Final New Money Term Commitment and provide cash collateral by depositing cash into the LC Facilities Cash Collateral Account to secure the Revolving Letter of Credit Obligations on a pro rata basis (based upon the principal amount of the Final New Money Term Commitment and the Revolving Commitments as set forth on Part B of Schedule I) in an aggregate amount equal to the balance of such Net Cash Proceeds; and third, retain the balance of such Net Cash Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Parent may, on or prior to the date of the required prepayment, deliver to each Administrative Agent a certificate of a Responsible Officer of the Parent certifying that the Parent intends to cause such Net Cash Proceeds (or a portion thereof specified in such certificate) to be reinvested in long-term assets that are used or useful in the business of the Parent and its Restricted Subsidiaries (including through the repair, restoration or replacement of the damaged, destroyed or condemned assets) on or prior to the date that is 180 days after the receipt of such Net Cash Proceeds, and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the Borrowers shall not be required to make such prepayment to the extent of the amount intended to be so reinvested as set forth in such certificate; provided further any such Net Cash Proceeds and/or that are not so reinvested by the effectiveness end of such definitive documentationperiod shall be applied to prepay the Term Loans and by providing cash collateral for the Revolving Letter of Credit Obligations by funding the LC Facilities Cash Collateral Account as provided above promptly upon the expiration of such period. (c) Not later than the same Business Day of receipt by the Parent or any Subsidiary of any Net Cash Proceeds in respect of the Technology Business Sale or any other Asset Sale of all or any portion of the Technology Business (whether or not permitted under this Agreement, provided that this Section 2.12(c) shall not be construed to permit any Asset Sale that is not otherwise permitted under this Agreement or waive any Event of Default that would result therefrom), the Parent shall notify each Administrative Agent of such receipt and shall immediately deposit such Net Cash Proceeds into a special-purpose blocked account (the “Tech Sale Proceeds Account”) in the name of and under the sole dominion and control of the Collateral Agent, acting for this purpose at the direction of all of the Lenders. The agreement governing the Tech Sale Proceeds Account shall provide that amounts therein may only be released on the earlier of (i) Plan Effective Date, for application in accordance with the Plan of Reorganization or (ii) the occurrence of the Term Maturity Date or Revolving Termination Date (including any acceleration of the Obligations pursuant to Section 9.2) for application solely in accordance with Section 2.16(f). (d) [Reserved]. (e) If, at any time, the aggregate principal amount of Revolving Letter of Credit Obligations exceeds the aggregate Revolving Commitments at such time, the Borrowers shall immediately provide cash collateral in respect of the Revolving Letter of Credit Obligations in the manner set forth in Section 9.3 in an amount equal to 105% of such excess. (f) [Reserved]. (g) Prior to or concurrently with any mandatory prepayment, cash collateralization or reduction pursuant to this Section 2.12, the Borrowers (i) shall notify each Administrative Agent of such prepayment, cash collateralization or reduction and (ii) shall deliver to each Administrative Agent a certificate of a Responsible Officer of the Parent setting forth the calculation of the amount of the applicable prepayment, cash collateralization or reduction. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan or Applicable Reimbursement Obligation or portion thereof to be prepaid or cash collateralized (with such specification to be in accordance with this Section 2.12), or the effective date and the amount of any such reduction, as applicable, and shall be given in writing. Promptly following receipt of any such notice, the Term Loan Administrative Agent will promptly notify shall advise the Lenders of the details thereof. Each mandatory prepayment of any Loans and each Lender of its receipt of each Commitment reduction shall be allocated among the Lenders under such noticeFacility in accordance with their applicable Ratable Portions. All Mandatory prepayments of Borrowings Term Loans hereunder shall be applied ratably to the tranche of Term Loans consisting of the Refinanced Term Loans and the Refinanced Make-Whole Term Loans and to the tranche of Term Loans consisting of the New Money Term Loans. (h) Each holder of Term Loans may decline all or any portion of any prepayment allocable to it pursuant to clauses (a) or (b) of this Section 2.12. (i) No amount of any cash collateral deposited into the LC Facilities Cash Collateral Account pursuant to Section 2.11 or Section 2.12 shall be transferred to the Cash Secured ▇▇ ▇▇▇▇ Collateral Account at any time. (j) Amounts required to be deposited in the LC Facilities Cash Collateral Account under this Section 2.12 are in addition to any other requirement hereunder to deposit cash into the LC Facilities Cash Collateral account, and no such other obligation shall be subject satisfied by deposits made pursuant to this Section 2.17, 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 payment2.12.

Mandatory Prepayments. (a) In the event that of a Determination of Taxability, the Borrower or any shall, on a date selected by the Borrower not more than 180 days following the date of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuancewritten notice to the Trustee of a Determination of Taxability, Equity Issuance or Asset Sale consummated on or after prepay the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilityentire unpaid principal balance of the Note in full, then plus accrued interest to such date. Immediately upon the occurrence of a Determination of Taxability, the Borrower shall notify the Issuer, the Trustee and the Paying Agent of the date selected for payment pursuant to this Section 10.2. (b) If any Credit Facility is not renewed and an Alternate Credit Facility has not been provided in accordance with Section 603 of the Indenture, the Borrower shall on or before the Interest Payment Date occurring closest but not less than 15 days prior to the expiration date of the then current Credit Facility, prepay the outstanding 364-Day Tranche Loans (entire unpaid principal balance of the Note in full. During the Fixed Rate Period, the Borrower shall on or before the Interest Payment Date occurring closest to but not less than 15 days prior to the extent thereof)expiration date of the then current Credit Facility, prepay the entire unpaid principal balance of the Note in full unless (i1) the then current Credit Facility is renewed or (2) an Alternate Credit Facility has been provided in accordance with Article VI hereof. If payment of the case Note is required pursuant to this paragraph, the Borrower shall promptly notify the Issuer, the Trustee and the Paying Agent of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% the date selected for such payment. (c) In the event of such Net Cash Proceeds not later than two Business Days following a Cessation of Operation of the receipt Project by the Borrower (or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facilityan assignee, in an amount equal lessee or buyer pursuant to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used inSection 8.1 hereof), the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; providedshall, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt on a date selected by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 within 90 days after the date of paymentthe Cessation of Operation, pay to or for the account of the then Bondholders the entire unpaid principal balance of the Note, if any, outstanding at the date of payment hereunder, plus accrued interest thereon to the date of such payment plus all other amounts otherwise due under the Note and the Bonds.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (ia) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the The Borrower shall repay or prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 50% of Net Cash Proceeds described in clauses (i) and (v) of the definition thereof, and 100% of such all other Net Cash Proceeds, within 15 Business Days after the receipt of Net Cash Proceeds; provided, that amounts not included in Net Cash Proceeds pursuant to: (x) clause (i) of the definition thereof which have not later than two Business Days following been used or committed to be used within 180 days from the receipt by sale of the equipment to be replaced shall be paid on such 180th day; or (y) clause (v)(D) of the definition thereof which have not been used or committed to be used within 180 days from the casualty or condemnation of such Property to restore or replace the relevant Property shall be paid on such 180th day. (b) Within 90 days after the end of the first Fiscal Quarter of each Fiscal Year, commencing with the Fiscal Quarter ending March 31, 2003, the Borrower shall repay or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, prepay Loans in an amount equal to the commitments greater of (i) 50% of EBIDTA in respect excess of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation projected EBITDA (as set forth in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied Exhibit E to the extent such Net disclosure statement relating the Reorganization Plan) for the prior Fiscal Year and (ii) 50% of Cash Proceeds are reinvested in, or applied to the replacement or repair Balances in excess of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately $15 million at the end of the first Fiscal Quarter of such period to Fiscal Year, provided that (1) in computing Cash Balances for purposes of the 364-Day Tranche Loans. The Borrower foregoing, there shall promptly (be no deduction for any prepayments outside the ordinary course of business of any obligations due and in any event within two payable after the end of such first Fiscal Quarter of such Fiscal Year, and (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary shall first deduct from any amounts required to be paid pursuant to this Section 2.08(b) amounts sufficient to reduce the outstanding principal amount of any such Net Cash Proceeds and/or revolving credit facility to $20 million (the effectiveness "Mandatory Prepayment Threshold"). Notwithstanding the foregoing, if for any reason there is a permanent reduction in the commitment amount of such definitive documentationany revolving credit facility, as applicable, and the Administrative Agent will promptly notify each Lender Mandatory Prepayment Threshold shall be adjusted downward on a dollar-for-dollar basis for purposes of its receipt determining the amount of each such notice. All prepayments of Borrowings under any prepayment or repayment required to be made pursuant to this Section 2.12 shall be subject to Section 2.17, 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 payment2.08(b).

Mandatory Prepayments. (a) In the event that of any termination of all the U.S. Revolving Commitments, Canadian Revolving Commitments or Australian Revolving Commitments, each Applicable Borrower shall, on the date of such termination, repay or prepay all its outstanding U.S. Revolving Credit Loans, Canadian Revolving Credit Loans or Australian Revolving Credit Loans, as applicable, and replace all outstanding U.S. Letters of Credit, Canadian Letters of Credit or Australian Letters of Credit, as applicable, and/or deposit an amount equal to (b) If on any date the Parent Borrower or any of its Subsidiaries (i) receives any shall receive Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated and the aggregate amount of all such Net Cash Proceeds received since the later of the Closing Date and the date on which the last prepayment under this Section 2.12(b) was made exceeds C$5,000,000, the Canadian Term Loans shall be prepaid on or after before the Effective Date or date which is not more than five (ii5) enters into definitive documentation for any Qualifying Term Loan Facility, then Business Days following the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case date of any Debt Issuance, Equity Issuance or Asset Sale, in receipt of such Net Cash Proceeds by an amount equal to 100% of the amount of such Net Cash Proceeds; provided that no prepayment shall be required under this Section 2.12(b) to the extent that, if no Event of Default has occurred and is then continuing, the Parent Borrower delivers a certificate to the Administrative Agent prior to the date of any such required prepayment stating that the Parent Borrower or such Subsidiary intends to reinvest such Net Cash Proceeds not later than two Business Days following in assets used or useful in the business of the Parent Borrower and its Subsidiaries within twelve months after receipt by the Borrower or such Subsidiary of such Net Cash Proceeds by the Parent Borrower or such Subsidiary; provided, further, however, that any Net Cash Proceeds not so reinvested within such twelve month period shall be immediately applied to the prepayment of the Canadian Term Loans as set forth in this Section 2.12(b). (c) If on any date the Parent Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for borrowed money (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 6.01 (other than Section 6.01(e) excluding any Permitted Refinancing Indebtedness in respect of previously incurred Indebtedness pursuant to Section 6.01(e)), the Canadian Term Loans shall be prepaid, substantially simultaneously with (and in any event not later than the third Business Day next following) the date of receipt of such Net Cash Proceeds by an amount equal to 100% of the amount of such Net Cash Proceeds. (iid) If, (i) at any time there are any Canadian Revolving Credit Loans or U.S. Revolving Credit Loans then outstanding, Excess Cash on deposit in Canada and the case United States exceeds $15,000,000 for a period of any Qualifying Term Loan Facilitymore than five consecutive Business Days, the Borrowers shall make mandatory prepayments of Canadian Revolving Credit Loans and U.S. Revolving Credit Loans (or, in respect of Bankers’ Acceptances, defease such Bankers’ Acceptances in accordance with the procedures set forth in Section 2.11(a)) in an amount equal to the commitments lesser of (A) an amount sufficient to reduce the aggregate amount of Excess Cash on deposit in Canada and the United States after such prepayment to below $15,000,000 or (B) an amount sufficient to repay all Canadian Revolving Credit Loans and U.S. Revolving Credit Loans outstanding hereunder, in each case, such prepayment shall be made within five Business Days or (ii) at any time there are Australian Revolving Credit Loans then outstanding, Excess Cash on deposit in Australia exceeds AUS$15,000,000 for a period of more than five consecutive Business Days, the Australian Borrower shall make mandatory prepayments of Australian Revolving Credit Loans (or, in respect of BBSY Rate Loans, defease such Qualifying Term Loan Facility immediately upon effectiveness of BBSY Rate Loans in accordance with the definitive documentation procedures set forth in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied Section 2.11(a)) in an amount equal to the extent lesser of (A) an amount sufficient to reduce the aggregate amount of Excess Cash on deposit in Australia after such Net Cash Proceeds are reinvested inprepayment to below $15,000,000 or (B) an amount sufficient to repay all Australian Revolving Credit Loans outstanding hereunder, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day periodin each case, such unused portion prepayment shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event made within two (2) five Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentDays.

Mandatory Prepayments. In (a) Unless the event that Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrower Company or any of its Restricted Subsidiaries (excluding any Indebtedness permitted under Section 7.02), then not later than the next Business Day following such incurrence, the Loans shall be prepaid by an amount equal to the amount of the Net Cash Proceeds of such incurrence. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Company or any of its Restricted Subsidiaries receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, not later than the fifth Business Day following the receipt by the Company or such Restricted Subsidiary of such Net Cash Proceeds, on such date, the Loans shall be prepaid by an amount equal to the amount of such Net Cash Proceeds; provided that (i) receives notwithstanding the foregoing, on each Reinvestment Prepayment Date, the Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount (or, in the case of a Reinvestment Prepayment Date described in clause (b) of the definition thereof with respect to only a portion of the relevant Reinvestment Deferred Amount, an amount equal to such portion) with respect to the relevant Reinvestment Event and (ii) any such prepayment shall only be required with the aggregate amount of Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated or Recovery Event received in any fiscal year of the Company in excess of $10,000,000. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.05. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Company commencing with the fiscal year ending January 31, 2019, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Loans shall be prepaid by an amount equal to (x) the ECF Percentage of such Excess Cash Flow minus (y) voluntary payments of Term Loans or after Revolving Credit Loans (accompanied by an equal permanent reduction of the Effective Date Revolving Credit Commitments) under Section 2.09 during such fiscal year but only to the extent that such prepayments do not (i) occur pursuant to a refinancing of all or any portion of such Term Loans or Revolving Credit Loans or (ii) enters into definitive documentation utilize the Available Amount. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of the date on which the financial statements of the Company referred to in Section 6.01(a), for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (fiscal year with respect to the extent thereof)which such prepayment is made, (i) in are required to be delivered to the case Lenders and (ii) are actually delivered. (d) In the event of any Debt Issuancetermination of all the Revolving Credit Commitments, Equity Issuance each Borrower shall, on the date of such termination, repay or Asset Saleprepay all its outstanding Revolving Credit Loans and replace or cause to be canceled (or Cash Collateralize or make other arrangements reasonably satisfactory to the Administrative Agent and each applicable Issuing Lender with respect to) all outstanding Letters of Credit issued by such Issuing Lender. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitment, then the Borrowers shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Loans and, after the Revolving Credit Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Lender with respect to) Letters of Credit issued by such Issuing Lender in an amount equal sufficient to 100% eliminate such excess. (e) Notwithstanding any other provisions of this Section 2.10, (i) to the extent that any or all of the Net Cash Proceeds of any Asset Sale or Recovery Event by a Foreign Subsidiary or Excess Cash Flow estimated in good faith by the Company to be attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary duties of directors and managers of Foreign Subsidiaries) from being repatriated to the United States or passed on to or used for the benefit of the Company, the portion of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Excess Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.10 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as applicable local law delays or will not permit repatriation thereof to the United States (the Company hereby agreeing to cause the applicable Foreign Subsidiary to use commercially reasonable efforts in compliance with applicable law to effect such repatriation), and once such repatriation to the United States of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under applicable local law, such repatriation to the United States will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days, or such later date as is acceptable to the Administrative Agent, after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans to the extent otherwise required under this Section 2.10, (ii) to the extent that the Company has determined in good faith that repatriation to the United States of any of or all the Net Cash Proceeds of any Disposition by a Foreign Subsidiary or Excess Cash Flow estimated in good faith by the Company to be attributable to Foreign Subsidiaries or passing on to or use thereof for the benefit of the Company could reasonably be expected to cause significant adverse tax consequences to the Company or any of its Restricted Subsidiaries, such Net Cash Proceeds are reinvested inor 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 180 days from the date on which any such Net Cash Proceeds so retained would otherwise have been required to be applied to prepayments to the replacement extent otherwise required under Section 2.10(b) or repair of assets any such Excess Cash Flow would have been required to be used inapplied to prepayments pursuant to Section 2.10(c), the business Company applies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by or was attributable to the Company rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated to the United States (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary) and (iii) to the extent that any or all of the Net Cash Proceeds of any Asset Sale or Recovery Event or Excess Cash Flow estimated in good faith by the Company to be attributable to non-Wholly Owned Restricted Subsidiaries are prohibited or delayed by organizational document restrictions to the extent not created in contemplation of such prepayments from being passed on to or used for the benefit of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; providedCompany, further, that if any the portion of such Net Cash Proceeds that are subject or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.10 but may be retained by the applicable non-Wholly Owned Restricted Subsidiary so long, but only so long, as the organizational documents of such non-Wholly Owned Restricted Subsidiary delays or will not permit funding such prepayment (the Company hereby agreeing to cause the applicable non-Wholly Owned Restricted Subsidiary to use commercially reasonable efforts in compliance with its organizational documents to effect such prepayment), and once such prepayment of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the non-Wholly Owned Restricted Subsidiaries organizational documents, such prepayment of the Loans to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall extent otherwise required under this Section 2.10 will be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly effected (and in any event within not later than two (2) Business Days of receipt) notify Days, or such later date as is acceptable to the Administrative Agent Agent, after such organizational restrictions are removed). For the avoidance of doubt, but without limiting the Company’s obligations under this Section 2.10, in no circumstance shall this Section 2.10 require any Foreign Subsidiary to make any dividend of or otherwise repatriate for the benefit of the receipt by the Borrower or such Subsidiary Company any portion of any such Net Cash Proceeds and/or the effectiveness of received by such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each Foreign Subsidiary or Excess Cash Flow attributable to any such notice. Foreign Subsidiary. (f) All prepayments of Borrowings under made pursuant to this Section 2.12 2.10 shall be subject to Section 2.172.19, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid repaid to but excluding the date of payment. (g) Each prepayment of Loans pursuant to this Section 2.10 shall be applied first, pro rata to the installments of Term Loans which are scheduled to mature in the 24-month period immediately following such prepayment, second, to remaining installments of Term Loans pro rata according to the outstanding principal amounts thereof, third, if no Term Loans are outstanding, to prepay outstanding Revolving Credit Loans to the full extent thereof, and fourth, if no Term Loans or Revolving Credit Loans are outstanding, to Cash Collateralize any outstanding Letters of Credit (up to an aggregate amount equal to the aggregate undrawn face amount of all such Letters of Credit) (it being understood that any such repayment or Cash Collateralization shall not permanently reduce Revolving Credit Commitments). Notwithstanding anything in this Section 2.10(g), any Term Loan Lender may elect not to accept its pro rata portion of any amount prepaid under this Section 2.10 pursuant to procedures reasonably satisfactory to the Administrative Agent (each such Term Loan Lender, a “Declining Lender”), and the Company or applicable Subsidiary Borrower shall retain for its own account such amount (the “Declined Amount”) declined by a Declining Lender. (h) The Company shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.10, (1) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment and (2) at least one Business Day prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid.

Mandatory Prepayments. In (a) Upon receipt by the event that the Company, any Borrower or any of its their respective Subsidiaries (i) receives any of Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or from an Asset Sale, the Borrowers shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt (except for Net Cash Proceeds that, together with all other Net Cash Proceeds arising from Asset Sales received by the Company, any Borrower or such Subsidiary any of their respective Subsidiaries since the Effective Date, do not exceed $2,000,000 in the aggregate) and (ii) from a Property Loss Event, the Borrowers shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 100% of such Net Cash Proceeds and (iiiii) from an Equity Issuance or Debt Issuance, the Borrowers shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 100% of such Net Cash Proceeds; provided, however, that, in the case of any Qualifying Term Loan FacilityNet Cash Proceeds arising from a Reinvestment Event, the Borrowers shall prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to the commitments in respect of Reinvestment Prepayment Amount applicable to such Qualifying Term Loan Facility immediately upon effectiveness of Reinvestment Event, if any, on the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds Reinvestment Prepayment Date with respect to such Reinvestment Event and, pending application of such proceeds as specified in the Reinvestment Notice, shall pay the same to the Administrative Agent to be held in a Cash Collateral Account. Any such mandatory prepayment shall be applied in accordance with clause (b) below. (b) Any prepayments made by any Asset Sale shall not be Borrower required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion in accordance with this clause (b) shall be applied immediately at as follows: first, to repay the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent outstanding principal balance of the receipt Swing Loans until such Swing Loans shall have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been paid in full; and then, to provide cash collateral for any Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein. (c) If at any time, (x) the aggregate Revolving Credit Outstandings owing by the Borrowers exceed the Maximum Credit at such time or (y) the aggregate Revolving Credit Outstandings owing by any Borrower exceeds such Borrower's Borrowing Base, the Borrowers or such Subsidiary Borrower, as the case may be, shall forthwith prepay the Swing Loans first and then the Revolving Loans of any the Borrowers or such Net Cash Proceeds and/or the effectiveness of such definitive documentationBorrower, as applicable, then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and Revolving Loans of the Borrowers or such Borrower (as the case may be), the Borrowers or such Borrower, as applicable, shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) to the extent required to eliminate such excess. (d) The Borrowers hereby irrevocably waive the right to direct the application of all funds in the Cash Collateral Account (other than an amount equal to any proceeds arising from a Reinvestment Event that are held in the Cash Collateral Account pending application of such proceeds as specified in a Reinvestment Notice) and agree that the Administrative Agent will promptly notify each Lender may, and, upon the written direction of its receipt the Requisite Lenders or Supermajority Lenders, shall, except as provided in Section 2.13(f) (Payments and Computations), apply all payments in respect of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject any Obligations and all available funds in the Cash Collateral Account on a daily basis as follows: first, to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on repay the outstanding principal amount of the Swing Loans until such Swing Loans have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION until such Revolving Loans shall have been repaid in full; and then to any other Obligation then due and payable. The Administrative Agent agrees so to apply such funds and the Borrowers consent to such application. If, following such application, there are no Loans outstanding and no other Obligations that are then due and payable (and cash collateral has been provided in the amount of 105% of all outstanding Letter of Credit Obligations), then the Administrative Agent shall cause any remaining funds in the Cash Collateral Account to be prepaid to but excluding paid at the date written direction of paymentthe Company.

Mandatory Prepayments. In Within ten (10) Business Days of the event that the Borrower or receipt by any Obligor of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case occurrence of any Debt Issuance, Equity Issuance Casualty Event or Asset Sale, in the Borrower shall apply an amount equal to one hundred percent (100% %) of such the Net Cash Proceeds not later than two Business Days following received with respect to such Casualty Event or Asset Sale, as the receipt by case may be, to (i) the Borrower or such Subsidiary prepayment of such Net Cash Proceeds and outstanding Loans, (ii) in the case payment of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount of the Loans being prepaid and (iii) the payment of the Early Prepayment Fee. Such Net Cash Proceeds shall be allocated to such prepayment and payments such that the full amount of principal, interest and the Early Prepayment Fee, if applicable, payable hereunder shall be paid in full with such Net Cash Proceeds. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing or shall immediately result therefrom, if, within thirty (30) days following the earlier of (i) the occurrence of any such Casualty Event or Asset Sale and (ii) the receipt of Net Cash Proceeds as a result of any such Casualty Event or Asset Sale, a Responsible Officer of the Borrower delivers to the Administrative Agent a notice to the effect that the Borrower intends to apply (or cause to be applied) the Net Cash Proceeds from such Casualty Event or Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Asset Sale or to the cost of purchase or constructing other assets useful in the business of the Borrower or another Obligor, then such Net Cash Proceeds of such Casualty Event or Asset Sale may be applied for such purpose in lieu of such mandatory prepayment otherwise required pursuant to this clause (b) to the extent such Net Cash Proceeds of such Casualty Event or Asset Sale are actually applied for such purpose; provided that, in the event that Net Cash Proceeds have not been so applied within one hundred and eighty (180) days following such Obligor’s receipt of such Net Cash Proceeds, the Borrower shall make a mandatory prepayment of the Loans to be made in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds with respect to such Casualty Event or Asset Sale, as the case may be, together with payment of accrued and unpaid interest on the principal amount of the Loans being so prepaid and the applicable Early Prepayment Fee, if applicable, with such amount of Net Cash Proceeds being allocated to but excluding the date prepayment of paymentprincipal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the payment of the Early Prepayment Fee, if applicable, such that the full amount payable with respect to such mandatory prepayment is paid with such unused balance of Net Cash Proceeds.

Mandatory Prepayments. (a) In the event that of any Liquidation Event, Borrower shall cause the Borrower related Net Liquidation Proceeds After Debt Service to be deposited with Lender. On the next occurring Monthly Payment Date following the date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service on account of a Casualty or Condemnation, such Net Liquidation Proceeds After Debt Service shall be applied to the outstanding principal balance of the Notes without the payment of any Prepayment Fee or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance other penalty or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, premium in an amount equal to one hundred percent (100% %) of such Net Cash Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through and excluding the next Monthly Payment Date. In the event Lender receives a distribution of such Net Liquidation Proceeds After Debt Service on a date other than a Monthly Payment Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender pursuant to the immediately preceding sentence on the next Monthly Payment Date. (b) Borrower shall notify Lender of any Liquidation Event not later than two one Business Days Day following the receipt by the first date on which Borrower or such Subsidiary has knowledge of such Net Cash Proceeds event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness a refinancing of the definitive documentation in respect thereof; providedProperty, that any on the date on which a commitment for such Net Cash Proceeds with respect to any Asset Sale refinancing has been entered into. The provisions of this Section 2.4.4 shall not be required construed to be applied contravene in any manner the restrictions and other provisions regarding refinancing of the Senior Loan or Transfer of the Property set forth in this Agreement and the other Loan Documents. (c) In the event Owner is entitled to prepay the extent Senior Loan in accordance with Section 2.4.4(b) of the Senior Loan Agreement, concurrently with such Net Cash Proceeds are reinvested inprepayment in accordance with Section 2.4.4(b) of the Senior Loan Agreement Borrower may prepay the principal balance of the Notes and any other amounts outstanding under the Notes, this Agreement, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days other Loan Documents, without payment of receipt thereof; providedthe Prepayment Fee, furtherLiquidated Damages Amount or any other prepayment premium, that if any portion of penalty or fee. If such Net Cash Proceeds that are subject to the immediately preceding proviso are prepayment is not so reinvested within such 180 calendar day periodmade on a Monthly Payment Date, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by also pay interest that would have accrued and unpaid interest on the principal amount to be prepaid to balance of the Notes to, but excluding not including, the date of paymentnext Monthly Payment Date notwithstanding that such Monthly Payment Date extends beyond the Repayment Date.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (ia) receives any Net Cash Proceeds arising from any Debt IssuanceAsset Dispositions, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loansetc. The Borrower shall promptly (and in any event will, within two (2) Business ----------------------- Days after any Loan Party receives any Net Proceeds of receiptany Asset Disposition, proceeds of any Insurance Recovery or proceeds of condemnation awards aggregating in excess of $1,000,000 during any calendar year (the amount of such Net Proceeds or proceeds exceeding $1,000,000 received during any such period are herein called the "Excess Proceeds Amount"), pay to the Administrative Agent, as a prepayment of the Loans, an aggregate amount equal to the Excess Proceeds Amount; provided, however, that no such prepayment will be required (i) notify with respect to the net profits (if any) received from any tower sales permitted pursuant to clause (b) of Section 9.8 or (ii) if and to the extent that the ----------- Excess Proceeds Amount is fully re-invested in productive assets used in the ordinary course of such Loan Party's business within 90 days of the receipt of such Excess Proceeds Amount or, if and to the extent that such Excess Proceeds Amount has been, prior to the expiration of such 90 day period, deposited into a cash collateral account held by the Administrative Agent pursuant to an agreement in form and substance satisfactory to the Administrative Agent, within 180 days of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentationExcess Proceeds Amount; provided, as applicablefurther, and however, that the Excess Proceeds Amount (or portion thereof) not so re-invested within 90 days of the receipt thereof shall be deposited into a cash collateral account held by the Administrative Agent will promptly notify each Lender pursuant to an agreement in form and substance satisfactory to the Administrative Agent until such time as such amount is either re-invested within 180 days of its the receipt of each such notice. All prepayments of Borrowings under thereof or applied to the Loans or other Obligations as provided in this Section 2.12 shall be subject 2.7. ----------- (b) Excess Cash Flow. On or prior to Section 2.17April 30, but shall otherwise be without premium or penalty2004, and shall be accompanied by accrued and unpaid interest on or prior to ---------------- each April 30 thereafter during the principal amount term of this Agreement, the Borrower will pay (or cause to be prepaid paid) to but excluding the date Administrative Agent, as a prepayment of paymentthe Loans and other Obligations then outstanding, an aggregate amount equal to 50% of Excess Cash Flow for the fiscal year then most recently ended.

Mandatory Prepayments. In (a) Promptly (but in any event within five (5) Business Days) upon receipt by the Issuer or any of its Subsidiaries of Net Cash Proceeds in excess of $1,000,000 in the aggregate during any Fiscal Year from any Prepayment Event, in each case, which Net Cash Proceeds are received (x) at any time after the First Lien Priority Termination Date but prior to the Second Lien Priority Termination Date or (y) after the Discharge of First Lien Obligations (each capitalized term in the preceding clauses (x) and (y), as defined in the First Lien/Second Lien Intercreditor Agreement), or which Net Cash Proceeds were not applied to prepay the First Lien Obligations as a result of the waiver of the obligation to prepay the First Lien Obligations with such Net Cash Proceeds by the First Lien Purchasers, the Issuer shall prepay the Obligations in an amount equal to such excess Net Cash Proceeds; provided that no prepayment under this Section 2.9(a) shall be required with respect to Net Cash Proceeds from any Prepayment Event so long as no Default or Event of Default is in existence at the time of receipt of such Net Cash Proceeds and, at the election of the Issuer, to the extent that such proceeds are reinvested in the business of the Issuer or any of its Subsidiaries within 365 days (or 366 days in a leap year) following receipt thereof or committed to be reinvested pursuant to a binding contract prior to the expiration of such 365 day (or 366 day in a leap year) period and actually reinvested within 180 days after the date of such binding contract. Any such prepayment shall be applied in accordance with clause (d) of this Section and shall be subject to the payment of the Prepayment Premium pursuant to clause (e) of this Section. (b) Promptly (but in any event that within five (5) Business Days) upon receipt by the Borrower Issuer or any of its Subsidiaries of Net Cash Proceeds from any issuance of Indebtedness by the Issuer or any of its Subsidiaries (i) receives other than any Indebtedness that is not prohibited to be issued or incurred hereunder), in each case, which Net Cash Proceeds arising from are received (x) at any Debt Issuance, Equity Issuance or Asset Sale consummated on or time after the Effective First Lien Priority Termination Date but prior to the Second Lien Priority Termination Date or (iiy) enters into definitive documentation for any Qualifying Term Loan Facilityafter the Discharge of First Lien Obligations (each capitalized term in the preceding clauses (x) and (y), then as defined in the Borrower First Lien/Second Lien Intercreditor Agreement), or which Net Cash Proceeds were not applied to prepay the First Lien Obligations as a result of the waiver of the obligation to prepay the First Lien Obligations with such Net Cash Proceeds by the First Lien Purchasers, the Issuer shall prepay the outstanding 364-Day Tranche Loans Obligations in an amount equal to all such Net Cash Proceeds. Any such prepayment shall be applied in accordance with clause (d) of this Section and shall be subject to the extent thereofpayment of the Prepayment Premium pursuant to clause (e) of this Section. (c) Commencing with the Fiscal Year ending December 31, 2017, no later than ten (10) days after the date on which the Issuer’s annual audited financial statements for such Fiscal Year are required to be delivered pursuant to Section 5.1(a), (i) in to the case extent that the Consolidated Total Net Leverage Ratio as of any Debt Issuancethe last day of such Fiscal Year is greater than or equal to 3.50:1.00, Equity Issuance or Asset Sale, the Issuer shall prepay the Obligations in an amount equal to 100(x) 50% of Excess Cash Flow for such Net Cash Proceeds not later than two Business Days following Fiscal Year minus (y) the receipt by aggregate amount of all voluntary prepayments of the Borrower or Notes and the First Lien Notes made during such Subsidiary of such Net Cash Proceeds Fiscal Year, and (ii) in to the case extent that the Consolidated Total Net Leverage Ratio as of any Qualifying Term Loan Facilitythe last day of such Fiscal Year is less than 3.50:1.00, the Issuer shall prepay the Obligations in an amount equal to the commitments in respect 0% of Excess Cash Flow for such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereofFiscal Year; provided, provided that any such Net no Excess Cash Proceeds with respect to any Asset Sale Flow prepayment shall not be required to be applied hereunder other than, (x) at any time after the First Lien Priority Termination Date but prior to the extent Second Lien Priority Termination Date or (y) after the Discharge of First Lien Obligations (each capitalized term in the preceding clauses (x) and (y), as defined in the First Lien/Second Lien Intercreditor Agreement). Any such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion prepayment shall be applied immediately at the end in accordance with clause (d) of this Section. Any such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and prepayment shall be accompanied by accrued a certificate signed by a Responsible Officer of the Issuer, certifying in reasonable detail the manner in which Excess Cash Flow and unpaid interest the resulting prepayment were calculated, which certificate shall be in form and substance reasonably satisfactory to the Required Purchasers. (d) Any prepayments made by the Issuer pursuant to clause (a), (b) or (c) of this Section or pursuant to Section 2.8(a) shall be applied as follows: to the outstanding principal balance of the Notes, until the same shall have been paid in full, pro rata to the Purchasers based on their Pro Rata Shares of the Notes. (e) In connection with any prepayment made by the Issuer pursuant to clause (a) or (b) of this Section, the Issuer shall pay the applicable Prepayment Premium with respect to the principal amount so prepaid. In connection with any prepayment made by the Issuer pursuant to be prepaid clause (a), (b) or (c) of this Section, the Issuer shall pay any amounts due under Section 2.16 with respect to but excluding the date of paymentprincipal amount so prepaid.

Mandatory Prepayments. In (a) Not later than the event that first Business Day following the Borrower date of receipt by the Parent or any Restricted Subsidiary of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case respect of any Debt Issuance, Equity Issuance or Specified Asset Sale, in an amount equal to 100% the Parent shall notify each Administrative Agent of such Net Cash Proceeds not later than two receipt. On the third Business Days Day following the receipt by the Borrower Parent or such any Restricted Subsidiary of any Net Cash Proceeds in respect of any Specified Asset Sale, the Borrowers shall (i) first, prepay the Term Loans in an aggregate amount equal to the lesser of (x) such Net Cash Proceeds and (y) $750,000,000 in the aggregate under this clause (a)(i) since the Effective Date, (ii) second, prepay the Term Loans and the Revolving Loans then outstanding on a pro rata basis (calculated using the Specified Asset Sale Adjusted Term Loan Amount in lieu of the amount of Term Loans then outstanding and determined without giving effect to any declined prepayment by any holder of Term Loans) with such Net Cash Proceeds remaining after application in accordance with clause (a)(i), and (iii) third, to cash collateralize outstanding Revolving Letters of Credit and LC Facility Letters of Credit, on a pro rata basis, in the case manner set forth in Section 9.3; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Parent may, with respect to any Qualifying Term Loan FacilitySpecified Asset Sale the Net Cash Proceeds of which do not exceed $500,000,000.00, on or prior to the date of the required prepayment, deliver to the Administrative Agents a certificate of a Responsible Officer of the Parent certifying that the Parent intends to cause such Net Cash Proceeds (or a portion thereof specified in such certificate) to be reinvested in long-term assets that are used or useful in the business of the Parent and its Restricted Subsidiaries within 365 days after the receipt of such Net Cash Proceeds (or, if the Parent or such Restricted Subsidiary has entered into a binding commitment with respect to any such reinvestment within such 365-day period, the date, if later, that is 180 days after the date of such commitment) and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in an amount equal which case no prepayment of the Loans shall be required under this clause (a) with respect to the commitments amount intended to be so reinvested as set forth in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereofcertificate; provided, provided further that any such Net Cash Proceeds that are not so reinvested by the end of such period shall be applied to prepay the Loans promptly upon the expiration of such period in accordance with this clause (a). (b) Not later than the first Business Day following the date of receipt by the Parent or any Restricted Subsidiary, or by any Agent as loss payee, of any Net Cash Proceeds in respect of any Insurance/Condemnation Event, the Parent shall notify each Administrative Agent of such receipt. On the third Business Day following the receipt by the Parent or any Restricted Subsidiary, or by any Agent as loss payee, of any Net Cash Proceeds in respect of any Insurance/Condemnation Event, the Borrowers shall prepay the Term Loans and thereafter cash collateralize outstanding Revolving Letters of Credit and LC Facility Letters of Credit in an aggregate amount equal to such Net Cash Proceeds in accordance with Section 2.12(h); provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Parent may, on or prior to the date of the required prepayment, deliver to each Administrative Agent a certificate of a Responsible Officer of the Parent certifying that the Parent intends to cause such Net Cash Proceeds (or a portion thereof specified in such certificate) to be reinvested in long-term assets that are used or useful in the business of the Parent and its Restricted Subsidiaries (including through the repair, restoration or replacement of the damaged, destroyed or condemned assets) on or prior to the date that is 365 days after the receipt of such Net Cash Proceeds (or, if the Parent or such Restricted Subsidiary has entered into a binding commitment with respect to any Asset Sale such reinvestment within such 365-day period, the date, if later, that is 180 days after the date of such commitment), and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the Borrowers shall not be required to be applied make such prepayment to the extent of the amount intended to be so reinvested as set forth in such certificate; provided further any such Net Cash Proceeds that are not so reinvested in, or by the end of such period shall be applied to prepay the replacement Term Loans promptly upon the expiration of such period. (c) Not later than the first Business Day following the date of receipt by the Parent or repair any Restricted Subsidiary of assets any Net Cash Proceeds from the incurrence of any Indebtedness (including Permitted Term Refinancing Debt, but excluding any other Indebtedness permitted to be used inincurred pursuant to Section 8.1), the business Parent shall notify each Administrative Agent of such receipt and the Borrowers shall prepay the Term Loans and thereafter cash collateralize outstanding Revolving Letters of Credit and LC Facility Letters of Credit in an aggregate amount equal to such Net Cash Proceeds in accordance with Section 2.12(h). (d) In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending December 31, 2018), the Borrowers shall, not later than March 31 of the Borrower following Fiscal Year, prepay the Term Loans and its Subsidiaries within 180 calendar days thereafter cash collateralize outstanding Revolving Letters of receipt thereofCredit and LC Facility Letters of Credit in accordance with Section 2.12(h) in an aggregate principal amount equal to (i) 75% (or (A) 50% if the Secured Leverage Ratio as of the end of such Fiscal Year shall have been equal to or less than 0.75:1.00 but greater than 0.50:1.00 or (B) 25% if the Secured Leverage Ratio as of the end of such Fiscal Year shall have been equal to or less than 0.50:1.00) of such Consolidated Excess Cash Flow; provided that at the option of the Parent, any voluntary prepayments of Term Loans (including prepayments at a discount to par offered to all Lenders under the Term Facility or under any Incremental Term Loan Facility, with credit given for the actual amount of the cash payment) made during such Fiscal Year or on or prior to March 31 of the following Fiscal Year (and without duplication in the next Fiscal Year) other than prepayments funded with the proceeds of incurrences of Long-Term Indebtedness, shall be credited against Consolidated Excess Cash Flow prepayment obligations on a dollar-for-dollar basis for such fiscal year (with the Secured Leverage Ratio for purposes of determining the applicable Consolidated Excess Cash Flow percentage above recalculated to give pro forma effect to any such cash pay down or reduction made during such time period); provided, further, that at the option of the Parent, any Capital Expenditures made during such Fiscal Year or on or prior to March 31 of the following Fiscal Year (and without duplication in the next Fiscal Year) shall reduce the calculation of Consolidated Excess Cash Flow for such Fiscal Year; provided, further, that any such Consolidated Excess Cash Flow prepayments shall be required only if the amount of prepayment exceeds $20,000,000.00. (e) (i) If, at any portion time, the aggregate principal amount of LC Facility Outstandings exceeds the aggregate LC Facility Commitments at such time, the Borrowers shall within one Business Day provide cash collateral in respect of the LC Facility Letter of Credit Obligations in the manner set forth in Section 9.3 in an amount equal to 105% of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentexcess.

Mandatory Prepayments. In (a) Promptly (but in any event within five (5) Business Days) upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds in excess of $1,000,000 in the aggregate during any Fiscal Year from any Prepayment Event, the Borrower shall prepay the Obligations in an amount equal to such excess Net Cash Proceeds; provided, that, no prepayment under this Section 2.12(a) shall be required with respect to (i) Non-Core Assets that are sold in accordance with Section 7.6(e) and (ii) Net Cash Proceeds from any other Prepayment Event so long as (with respect to this clause (ii) only) no Event of Default is in existence at the time of receipt of such Net Cash Proceeds, at the election of the Borrower, to the extent that such proceeds are reinvested in the business of the Borrower or any of its Subsidiaries within 365 days (or 366 days in a leap year) following receipt thereof or committed to be reinvested pursuant to a binding contract prior to the expiration of such 365 day (or 366 day in a leap year) period and actually reinvested within 180 days after the date of such binding contract. Any such prepayment shall be applied in accordance with subsection (d) of this Section. (b) Promptly (but in any event that within five (5) Business Days) upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds from any issuance of Indebtedness by the Borrower or any of its Subsidiaries (i) receives other than any Net Cash Proceeds arising from any Debt IssuanceIndebtedness that is not prohibited to be issued or incurred hereunder), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans Obligations in an amount equal to all such Net Cash Proceeds. Any such prepayment shall be applied in accordance with subsection (d) of this Section. (c) Commencing with the Fiscal Year ending December 31, 2014, no later than ten (10) days after the date on which the Borrower’s annual audited financial statements for such Fiscal Year are required to the extent thereofbe delivered pursuant to Section 5.1(a), (i) in to the case extent that the Consolidated Total Net Leverage Ratio as of any Debt Issuancethe last day of such Fiscal Year is greater than or equal to 3.50:1.00, Equity Issuance or Asset Sale, the Borrower shall prepay the Obligations in an amount equal to 100(x) 50% of Excess Cash Flow for such Net Cash Proceeds not later Fiscal Year minus (y) the aggregate amount of all voluntary prepayments of the Term B Loans, the Revolving Loans (other than two Business Days following the receipt by voluntary prepayment of Revolving Loans on the Borrower or Sixth Amendment Effective Date) and the Priming Revolving Loans made during such Subsidiary Fiscal Year (excluding payments in respect of such Net Cash Proceeds the Revolving Loans and the Priming Revolving Loans unless there is an equivalent permanent reduction in commitments thereunder), and (ii) in to the case extent that the Consolidated Total Net Leverage Ratio as of any Qualifying Term Loan Facilitythe last day of such Fiscal Year is less than 3.50:1.00, the Borrower shall prepay the Obligations in an amount equal to the commitments in respect 0% of Excess Cash Flow for such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any Fiscal Year. Any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion prepayment shall be applied immediately at the end in accordance with subsection (d) of this Section. Any such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and prepayment shall be accompanied by a certificate signed by a Responsible Officer of the Borrower, certifying in reasonable detail the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance reasonably satisfactory to the Administrative Agent. (d) Any prepayments made by the Borrower pursuant to subsection (a), (b) or (c) of this Section or pursuant to Section 2.11(a) shall be applied as follows: first, to the outstanding principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; second, to the outstanding principal balance of the Term B Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term B Loans, and applied first to the immediately succeeding eight (8) scheduled installments of the Term B Loans on a pro rata basis and thereafter to the remaining scheduled installments of the Term B Loans on a pro rata basis (including, without limitation, the final payment due on the Maturity Date); and third, to the outstanding principal balance of the Priming Revolving Loans, until the same shall have been paid in full, to the Priming Lenders. The Revolving Commitments of the Lenders shall be permanently reduced by the amount of any prepayments made pursuant to clause first above. (e) If at any time the aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.8 or otherwise, the Borrower shall repay as immediately as practicably possible the Swingline Loans and the Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each prepayment shall be applied as follows: first, to the principal amount Swingline Loans to be prepaid the full extent thereof; second, to but excluding the date of paymentBase Rate Loans to the full extent thereof; and third, to the Eurodollar Loans to the full extent thereof.

Mandatory Prepayments. In the event that (i) If the Borrower or any of its Subsidiaries Guarantor Transfers Oil and Gas Properties (ior any Equity Interests in any Guarantor owning such Oil and Gas Properties) receives or Liquidates any Net Cash Proceeds arising from any Debt IssuanceSwap Agreement (in each case, Equity Issuance other than Transfers permitted under Section 9.12(a), Section 9.12(c), Section 9.12(e), Section 9.12(f) or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan FacilitySection 9.12(h)), then the Borrower shall either prepay the outstanding 364-Day Tranche Loans (to together with interest on the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Saleamount so prepaid, in an amount equal to 100% of the Net Cash Proceeds of all such Transfers and Liquidations of Swap Agreements or notify the Administrative Agent that it intends to reinvest such Net Cash Proceeds, each within three (3) Business Days after such Transfer or Liquidation; provided that if no Default or Event of Default exists and the Borrower notifies the Administrative Agent that it plans to reinvest such Net Cash Proceeds in the acquisition or development of Oil and Gas Properties constituting Proved Reserves, then it shall do so within ninety (90) days after the date of such Transfer or Liquidation (provided that the execution of a binding AFE during such period shall be deemed to be a reinvestment so long as the amounts owed under such AFE are funded within 180 days after the date such AFE is executed); provided further, that (A) if the Borrower fails to make such reinvestment in such period, it shall prepay the Loans together with interest on the amount so prepaid, in amount equal to 100% of such Net Cash Proceeds not later than two within three (3) Business Days after the expiration of such 90-day period (or, as applicable, after the expiration of the 180-day period following the receipt by execution of a binding AFE) and (B) in no event shall the aggregate amount of Net Cash Proceeds permitted to be reinvested exceed $50,000,000 during the term of this Agreement. (ii) If the Borrower or any Guarantor issues any Debt for borrowed money not permitted hereunder then the Borrower shall prepay the Loans in amount equal to 100% of the Net Cash Proceeds of such Subsidiary issuance within three (3) Business Days after such issuance. (iii) If the Borrower issues any Equity Interests (other than in connection with customary stock option plans or other benefit plans entered into in the ordinary course of business for management or employees of the Borrower and its Subsidiaries), the Borrower shall either prepay the Loans together with interest on the amount so prepaid, in amount equal to 100% of the Net Cash Proceeds of such issuance or notify the Administrative Agent that it intends to reinvest such Net Cash Proceeds, each within three (3) Business Days after such issuance; provided that: (A) the Borrower shall not be required to make such prepayment if: (1) such issuance is in connection with a cashless exchange of the Existing Notes for Equity Interests in the Borrower; or (2) no Default or Event of Default exists, and such proceeds are used within 90 days after such issuance to reinvest such Net Cash Proceeds in the acquisition or development of Oil and Gas Properties constituting Proved Reserves; provided that the execution of a binding AFE during such period shall be deemed to be a reinvestment so long as the amounts owed under such AFE are funded within 180 days after the date such AFE is executed; (B) if the Borrower fails to make such reinvestment within the 90-day period set forth in Section 3.04(b)(iii)(A)(2) (or, as applicable, after the expiration of the 180-day period following the execution of a binding AFE), it shall prepay the Loans together with interest on the amount so prepaid, in amount equal to 100% of such Net Cash Proceeds within three (3) Business Days after the expiration of such applicable period. (iv) If the Borrower or any Guarantor receives any insurance proceeds (other than proceeds of business interruption insurance) or other recoveries for a Casualty Event, in each case, in excess of $5,000,000 per event and (ii) $10,000,000 in the case of any Qualifying Term Loan Facilityaggregate for all events since the Effective Date (collectively, the “Recoveries”), then the Borrower shall either prepay the Loans together with interest on the amount so prepaid, in an amount equal to the commitments in respect 100% of such Qualifying Term Loan Facility immediately upon effectiveness excess recoveries or notify the Administrative Agent that it intends to reinvest such Recoveries, each within three (3) Business Days after such receipt of such Recoveries; provided that: (A) if the Borrower notifies the Administrative Agent it intends to reinvest such Recoveries, it may reinvest such Recoveries in the acquisition or development of Oil and Gas Properties constituting Proved Reserves within 90 days after its receipt of such Recoveries; provided that the execution of a binding AFE during such period shall be deemed to be a reinvestment so long as the amounts owed under such AFE are funded within 180 days after the date such AFE is executed; (B) if the Borrower fails to make such reinvestment within the 90-day period set forth in Section 3.04(b)(iv)(A) (or, as applicable, after the expiration of the definitive documentation 180-day period following the execution of a binding AFE), it shall prepay the Loans together with interest on the amount so prepaid, in respect thereof; provided, that any amount equal to 100% of such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to Recoveries within three (3) Business Days after the extent expiration of such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of applicable period. (v) If the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; providedor any Guarantor receives any Extraordinary Receipts, furtherthen the Borrower shall prepay the Loans together with interest on the amount so prepaid, that if any portion in amount equal to 100% of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested Extraordinary Receipts within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly three (and in any event within two (23) Business Days of receiptreceipt of such Extraordinary Receipts. (vi) notify the Administrative Agent of the receipt by the Borrower All mandatory payments made pursuant to this Section 3.04(b), or such Subsidiary any refinancing, substitution or replacement of any Loans (including pursuant to any amendment or waiver of this Agreement) that effectuates a mandatory payment pursuant to this Section 3.04(b), shall be accompanied by accrued interest on the Loans at such Net Cash Proceeds and/or time and, to the extent applicable, the Yield Maintenance Amount and the Call Protection Amount, all of which amounts shall be due and payable on the date of the effectiveness of such definitive documentationpayment, refinancing, substitution or replacement. For the avoidance of doubt, the terms of this Section 3.04(b) shall apply to any payments made prior to the Maturity Date, irrespective of whether the Loans have been accelerated pursuant to Section 10.02(a) prior to the date of such payment. (vii) Each notice of prepayment or reinvestment as described above shall specify the prepayment date, the principal amount of each Loan (or portion thereof) to be prepaid or the amount to be reinvested, as applicable, and the Administrative Agent will promptly notify each Lender Section, subsection or clause of its receipt of each this Agreement pursuant to which such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17prepayment or reinvestment, but shall otherwise be without premium or penaltyas applicable, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentis being made.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives If at any Net Cash Proceeds arising time the sum of the outstanding Revolver Usage, plus the outstanding principal amount of the Term Loan A, plus the outstanding principal amount of the Term Loan B is greater than an amount equal to (a) 85% times the Enterprise Value of Borrower and ACC Canada on the date of determination or (b) the trailing 12 month EBITDA on the date of determination times (1) 3.25 if such date of determination occurs between July 1 and January 1 of any year, except 5.9 if such date of determination occurs during the month of November 2002, or (2) 3.0 if such date of determination occurs between January 2 and June 30 of any year, except no test shall apply if such date of determination occurs during the month of March 2003, Borrower shall immediately pay to Agent an amount equal to such excess, to be applied first to the Advances, then to the Term Loan A and then to the Term Loan B. Lenders shall have the right to have the Enterprise Value redetermined from any Debt Issuancetime to time by a qualified appraisal company selected by the Lenders. So long as no Event of Default has occurred and is continuing, Equity Issuance or Asset Sale consummated on or after such redetermination shall be conducted at Borrower's expense no more frequently than one time each calendar year. Upon the Effective Date or occurrence and during the continuance of an Event of Default, the Lenders shall have the right to have the Enterprise Value redetermined, at Borrower's expense, as frequently as Lenders shall determine. (ii) enters into definitive documentation for If, at any Qualifying time, the outstanding principal of the Term Loan FacilityB shall be less than $5,000,000, then Borrower shall immediately pay to Agent the entire outstanding principal of the Term Loan B, provided that no such payment shall be due and owing if (a) an Event of Default shall have occurred and be continuing on the date of such prepayment or an Event of Default shall result therefrom, (b) the balance of the Term Loan B becomes less than $5,000,000 solely as a result of either (x) the application of a prepayment of Term Loan B from insurance or condemnation proceeds pursuant to Section 2.4(b)(vi) or (y) the application of a mandatory prepayment of Term Loan B pursuant to Section 2.4(c)(iii). (iii) On January 15th of each year through the Maturity Date (or if any January 15th is not a Business Day, on the next Business Day thereafter) (the "Excess Cash Flow Payment Date"), commencing with January 15, 2004 (or if January 15th is not a Business Day, on the next Business Day thereafter), Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case principal amount of any Debt Issuance, Equity Issuance or Asset Sale, Term Loan B in an amount equal to 10050% of such Net Excess Cash Proceeds not later than two Business Days following Flow of Borrower and its Subsidiaries for the receipt by immediately prior fiscal year (the Borrower or such Subsidiary "Excess Cash Flow Prepayment Amount"); provided that no Event of such Net Cash Proceeds Default shall have occurred and (ii) in be continuing on the case date of any Qualifying prepayment, or that no Event of Default shall result therefrom, and that after giving effect to such prepayment, Borrower shall have the Minimum Availability determined as of the Excess Cash Flow Payment Date. Notwithstanding the foregoing, if after giving effect to such prepayment, Borrower would not have the Minimum Availability (a "Minimum Availability Event"), Borrower shall be required to make a prepayment of the Term Loan Facility, in an amount equal B on the Excess Cash Flow Payment Date to the commitments in respect of extent that, after giving effect to such Qualifying Term Loan Facility immediately upon effectiveness of payment, the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds Minimum Availability would exist. If a Minimum Availability Event occurs with respect to any Asset Sale Excess Cash Flow Payment Date, then from time to time after the Excess Cash Flow Payment Date, Borrower shall not be required prepay the Term Loan B in the aggregate amount that would have otherwise been payable in respect of the Term Loan B pursuant to be applied this paragraph 2.4(c)(iii), to the extent that, after giving effect to such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used inpayment, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentMinimum Availability would exist.

Mandatory Prepayments. a. In the event that any Mandatory Exchange occurs with respect to the Convertible Notes pursuant to paragraph 6.3 of the Loan Agreement, then the Borrower shall make an immediate mandatory prepayment with respect to the Loans, in cash, of all outstanding principal and interest. b. In the event that any Default occurs under, and as defined in, the Loan Agreement, then, unless such Default is cured by the Issuer pursuant to the terms of the Loan Agreement, the Borrower shall make a mandatory prepayment with respect to the Loans, in cash, of all outstanding principal and interest within 90 calendar days after the date on which such Default occurs. c. In the event that the Borrower or any ceases to serve as a director of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan FacilityIssuer, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (make a mandatory prepayment with respect to the extent thereof)Loans, in cash, of all outstanding principal and interest within 180 calendar days after the date of such cessation. d. In the event that any Fundamental Change (i) as defined in the case of any Debt IssuanceLoan Agreement) occurs, Equity Issuance or Asset Salethen the Borrower shall make a mandatory prepayment with respect to the Loans, in an amount equal to 100% cash, of all outstanding principal and interest within 32 Trading Days (as defined in the Loan Agreement) after the date of such Net Cash Proceeds not later than two Business Days following Fundamental Change. e. In the receipt by event that the Borrower or such Subsidiary gives written notice to the Issuer that he desires to exchange any portion of such Net Cash Proceeds and the Convertible Notes for shares of Common Stock (ii) as defined in the case Loan Agreement) pursuant to paragraph 6.1 or 6.2 of any Qualifying Term the Loan FacilityAgreement, then the Borrower shall make a mandatory prepayment with respect to the Loans, in an amount equal to cash, of all outstanding principal and interest within one business day after the commitments Borrower receives (or Lender receives on Borrower’s behalf) settlement in respect of such Qualifying Term Loan Facility immediately upon effectiveness of exchange from the definitive documentation in respect thereofIssuer; provided, that any however, that, so long as no Event of Default (as defined in Section 11) has occurred and is continuing, if the Borrower gives such Net Cash Proceeds written notice with respect to any Asset Sale the exchange in full of the Tranche One Note, the Tranche Two Note or the Additional Note no more than ninety days prior to the applicable Maturity Date (as defined in the Loan Agreement) of such Convertible Note, the Borrower shall be required to make a mandatory prepayment (in cash) of all outstanding principal and interest solely with respect to, respectively, the Tranche One Loan, the Tranche Two Loan or the Tranche Three Loan, and shall not be required to be applied make a mandatory prepayment with respect to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche other Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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.

Mandatory Prepayments. In the event that (a) If the Borrower or any of and its Subsidiaries (i) receives have Excess Cash Flow for any Net Cash Proceeds arising from any Debt IssuanceFlow Period starting with the Fiscal Year ending December 31, Equity Issuance or Asset Sale consummated on or 2018, then within 90 days after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilityend of such Fiscal Year, then the Borrower shall prepay make a prepayment of the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 10050% of Excess Cash Flow for such Net Cash Proceeds not later Flow Period; provided that if the Total First Lien Leverage Ratio as of the end of any Fiscal Year is greater than two Business Days following or equal to 3.75 to 1.00, the amount of such prepayment shall be increased to 75% of Excess Cash Flow for such Cash Flow Period. Voluntary prepayments made during any Cash Flow Period pursuant to Section 6.2.1 shall be credited on a dollar-for-dollar basis against the amount of mandatory prepayments required to be paid under this clause (a) with respect to such Cash Flow Period. (b) Upon receipt by the Borrower or such any Subsidiary of any Asset Sale Proceeds or Recovery Event Proceeds (including receipt thereof by the Collateral Agent if the Collateral Agent receives any such Net Cash Proceeds and (iiproceeds pursuant to any Collateral Document) in excess of $20,000,000 per event or series of related events, the case Borrower shall, no later than the fifth Business Day following receipt of any Qualifying Term Loan Facility, such proceeds make a prepayment of the outstanding Loans in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale Proceeds or Recovery Event Proceeds; provided that, so long as no Event of Default or Unmatured Event of Default exists, no such prepayment shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify notifies the Administrative Agent prior to or concurrently with receipt of the receipt such Asset Sale Proceeds or Recovery Event Proceeds that such proceeds will be used (and such proceeds are in fact used by the Borrower or the applicable Subsidiary within 12 months after the date of receipt of such proceeds or, if the Borrower or the applicable Subsidiary enters into a contractually binding commitment to use such proceeds, within 18 months after the date of receipt of such proceeds) for the financing of the replacement, substitution or restoration of the assets subject to the applicable Asset Sale or Casualty Event or the acquisition or construction of other capital assets otherwise not prohibited under this Agreement (it being understood that if at any time the Borrower or the applicable Subsidiary determines that any such Net Cash Proceeds and/or the effectiveness of proceeds will not be so used within such definitive documentation12 month period or 18 month period, as applicable, and the Administrative Agent will such proceeds shall promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under be applied as provided above in this Section 2.12 shall be subject to Section 2.17, 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 paymentclause (b)).

Mandatory Prepayments. In Borrowers shall be required to make each of the following payments which shall be applied as a permanent reduction in the outstanding principal amount of the Loans: (A) On the earlier of (i) 60 days after the fourth and final Monthly Purchase and (ii) January 16, 2026 (which is the thirdfourth (3rd4th) Business Day after the termination of the Exar Facility uponsatisfaction of the Collections Milestone (as defined thereinin the Exar Facility as in effect prior to the Second Amendment Effective Date) being achieved following the fourth Monthly Purchase, the Borrowers shall make a prepayment of the Loans in an amount equal to $1,250,000. (B) On the fifth (5th) Business Day of the seventh (7th) calendar month following the Effective Date and on the fifth (5th) Business Day of each calendar month thereafter until the Loans have been repaid in full, the Borrowers shall make a prepayment of the Loans in an amount equal to $1,000,000 (or, if less, the remaining outstanding principal balance of the Loans). (C) Promptly upon, and in any event that within three (3) Business Days of, receipt of any net cash proceeds (as defined below) by any Credit Party or any of its Subsidiaries, directly or indirectly, from the Borrower ​ ​ incurrence, sale or issuance of any Specified Debt or Specified Equity, or any Equity Issuance by any Credit Party or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuanceeach such event, Equity Issuance or Asset Sale consummated on or after a “Specified Mandatory Prepayment Event”), following the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilitydate of the final Monthly Purchase scheduled to occur pursuant to Section 5.18 of the Exar RPA and subject to the satisfaction of the Prepayment Conditions, then the Borrower Borrowers shall prepay the outstanding 364-Day Tranche principal amount of the Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% twenty percent (20%) of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect net cash proceeds thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower Borrowers shall promptly (and in any event within two event, no later than three (23) Business Days prior to any Specified Mandatory Prepayment Event) determine whether the Prepayment Conditions will be satisfied on the date of receiptsuch Specified Mandatory Prepayment Event and, if the Borrowers determine that, as of the date of the Specified Mandatory Prepayment Event, the Prepayment Conditions will be satisfied, the Borrowers shall deliver to the Agent a certificate (in form and substance satisfactory to the Agent) signed by an officer of the Borrowers attaching supporting calculations in respect of the Prepayment Conditions and determining the aggregate principal amount of Loans the Borrowers can prepay in satisfaction of the Prepayment Conditions on a pro forma basis, and such amount shall be prepaid upon such Specified Mandatory Prepayment Event. If the Borrowers determine that, as of the date of any Specified Mandatory Prepayment Event, the Prepayment Condition will not be satisfied, the Borrowers shall deliver to the Agent a certificate (in form and substance satisfactory to the Agent) signed by an officer of the Borrowers attaching supporting calculations in respect of the Prepayment Conditions and determining the aggregate principal amount of Loans the Borrowers can prepay in satisfaction of the Prepayment Conditions on a pro forma basis, and such amount shall be prepaid upon such Specified Mandatory Prepayment Event. The provisions of this sub-clause (C) shall not be deemed to be implied consent to any such Specified Mandatory Prepayment Event otherwise prohibited by the terms and conditions of this Agreement. As used herein, “net cash proceeds” means cash proceeds net of underwriting discounts or commissions, and documented legal, accounting and other expenses directly related to such issuance, sale incurrence or offering. Anything contained in this sub-clause (C) to the contrary notwithstanding, in the event that the Borrowers are required to make a mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans pursuant to this sub-clause (C), not less than three (3) Business Days by 11:00 a.m. prior to the date on which the Borrowers are required to make such Waivable Mandatory Prepayment (such date, the “Required Prepayment Date”), the Borrower Representative shall notify the Administrative Agent in writing of the receipt by date on which the Borrower or Borrowers are required to make such Subsidiary of any such Net Cash Proceeds and/or mandatory prepayment, the effectiveness amount of such definitive documentation, as applicablemandatory prepayment (including a reasonably detailed calculation thereof, and the Administrative basis for such mandatory prepayment). The Agent will promptly thereafter notify each Lender of the amount of such ▇▇▇▇▇▇’s Pro Rata Share of such Waivable ​ Mandatory Prepayment and such ▇▇▇▇▇▇’s option to refuse such amount. Each such Lender may exercise such option to refuse by giving written notice to the Borrower Representative and the Agent of its election to refuse its portion of such mandatory prepayment on or before 12:00 p.m. (New York City time) one (1) Business Day prior to the Required Prepayment Date (it being understood that any Lender that does not notify the Borrower Representative and the Agent of its election to waive receipt of each its portion of such notice. All prepayments of Borrowings under this Section 2.12 mandatory prepayment on or before 12:00 p.m (New York City time) one (1) Business Day prior to the Required Prepayment Date shall be subject deemed to Section 2.17have elected, but as of such date, to receive its portion of such mandatory prepayment). On the Required Prepayment Date, the Borrowers shall otherwise be without premium or penaltypay to the Agent the amount of the mandatory prepayment required hereunder, and which amount shall be accompanied by accrued and unpaid interest on applied (x) in an amount equal to that portion of the mandatory prepayment payable to those Lenders that have elected not to waive their rights to receive its portion thereof as set forth herein, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with this Agreement) and (y) to be prepaid the extent of any excess, to but excluding return to the date of paymentBorrowers for working capital and general corporate purposes. (D) On the Termination Date.

Mandatory Prepayments. In (a) Unless the event that Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by SuperHoldings, Holdings, the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuancetheir respective Subsidiaries, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d), provided, however, that the foregoing requirements of this paragraph (a)(ii) shall not apply to any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event (or, in the event of damage by casualty, the date the repair or restoration of the relevant Property is completed) then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds not later than two Business Days following shall be applied on such date toward the receipt by prepayment of the Borrower or such Subsidiary of such Term Loans as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $1,000,000 in any fiscal year of the Borrower, or $2,000,000 in any fiscal year of the Borrower immediately succeeding a fiscal year of the Borrower as of the last day of which the Consolidated Leverage Ratio is less than or equal to 4.0 to 1.0, and (ii) in the case of any Qualifying Term Loan Facilityon each Reinvestment Prepayment Date, in an amount equal to the commitments in Reinvestment Prepayment Amount with respect of such Qualifying Term Loan Facility immediately upon effectiveness to the relevant Reinvestment Event shall be applied toward the prepayment of the definitive documentation Term Loans as set forth in respect thereofSection 2.12(d); providedand provided further, that any notwithstanding the foregoing, such Net Cash Proceeds with respect which are not subject to any Asset Sale a Reinvestment Notice shall not be required to be applied to toward the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any prepayment of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion Term Loans until the date upon which the aggregate amount of such Net Cash Proceeds that received by SuperHoldings, Holdings, the Borrower and their respective Subsidiaries and not previously applied toward the prepayment of the Term Loans shall exceed $1,000,000. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending March 31, 2005, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an "Excess Cash Flow Application Date") no later than three months after the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are subject required to be delivered to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion Lenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied immediately at the end of such period to the 364-Day Tranche prepayment of the Term Loans. The Borrower application of any prepayment pursuant to this Section 2.12 shall promptly (be made first to Base Rate Loans and in any event within two (2) Business Days of receipt) notify the Administrative Agent second to Eurodollar Loans. Each prepayment of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings Loans under this Section 2.12 shall be subject to Section 2.17, 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 paymentsuch prepayment on the amount prepaid. Partial prepayments of the Term Loans pursuant to this Section 2.12 shall be applied in the order set forth in Section 2.18 (e) If, at any time the Total Revolving Extensions of Credit exceeds the lesser of (A) the Borrowing Base in effect on such date and (B) the Total Revolving Credit Commitments, the Borrower shall repay the Revolving Credit Loans to the extent of such excess, provided that if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. (f) If, at any time the Total Incremental Revolving Extensions of Credit exceeds the Total Incremental Revolving Credit Commitments, the Borrower shall repay the Incremental Revolving Credit Loans to the extent of such excess. (g) The Borrower agrees that during each calendar year there shall be a period of at least 30 consecutive days during which there are no Revolving Extensions of Credit outstanding.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives If any Stock (including Stock issued pursuant to a Subject Securities Issuance or a Permitted IPO, but excluding Net Cash Proceeds arising from of any issuance of Stock in connection with employee and director stock option plans granted in the ordinary course of business) or Debt Issuance, Equity Issuance shall be issued or Asset Sale consummated on or after the Effective Date or incurred by any Company (iiother than Permitted Debt (other than Debt permitted under 21 29 CLAUSES (h) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), and (i) in of the case of any Debt Issuancedefinition thereof)), Equity Issuance or Asset Sale, in an amount equal to 100% of such the Net Cash Proceeds not later than two thereof shall be applied within five (5) Business Days following of the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and toward the prepayment of the Term Loans. (ii) in the case of If on any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that date any Company shall receive Net Cash Proceeds from any Asset Sale then such Net Cash Proceeds with respect to any Asset Sale shall not be applied within five (5) Business Days of the receipt of such Net Cash Proceeds toward the prepayment of the Term Loans, provided that (A) no such prepayment shall be required until the aggregate Net Cash Proceeds of all such Asset Sales subsequent to be applied the Closing Date exceed $10,000,000 and then only to the extent such aggregate Net Cash Proceeds exceed $10,000,000 and (B) to the extent such Net Cash Proceeds are reinvested in, Net Cash Proceeds of a casualty or applied to the replacement or repair of assets to be used incondemnation event, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of relevant Company shall be permitted to reinvest such Net Cash Proceeds that are to replace or repair the assets which were the subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any casualty or condemnation event within two 270 days after the occurrence thereof (2) Business Days of receipt) notify such Company shall deliver a notice to the Administrative Agent prior to the required prepayment date of the receipt by the Borrower or such Subsidiary of any its intent to so reinvest such Net Cash Proceeds and/or and, to the effectiveness extent not so reinvested during such period, the portion of the Net Cash Proceeds which have not been so reinvested shall be applied to prepay the Term Loans on the last day of such definitive documentationperiod). (iii) For purposes of this Section, as applicable, and the Administrative Agent will promptly notify each Lender Net Cash Proceeds of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 an Accounts Receivable Financing shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied treated as Net Cash Proceeds of the incurrence of Debt by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymenta Company.

Mandatory Prepayments. In Not later than the event that first Business Day following the Borrower date of receipt by the Parent or any Restricted Subsidiary of its Subsidiaries (i) receives any Net Cash Proceeds arising from in respect of any Debt IssuanceSpecified Asset Sale, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364Term Loans in an aggregate amount equal to such Net Cash Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Term Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent to the effect that the Parent intends to cause such Net Cash Proceeds (or a portion thereof specified in such certificate) to be reinvested in long-Day Tranche Loans (term assets that are used or useful in the business of the Parent and its Restricted Subsidiaries within 365 days after the receipt of such Net Cash Proceeds, and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the Term Borrower shall not be required to make such prepayment to the extent thereofof the amount set forth in such certificate; provided further that any such Net Cash Proceeds that are not so reinvested by the end of such period shall be applied to prepay the Term Loans promptly upon the expiration of such period (and, after the Term Loans shall have been repaid in full, the Letter of Credit Facility Commitments shall be reduced by the amount of any remaining Net Cash Proceeds). Not later than the first Business Day following the date of receipt by the Parent or any Restricted Subsidiary, or by the Administrative Agent as loss payee, of any Net Cash Proceeds in respect of any Insurance/Condemnation Event, the Term Borrower shall prepay the Term Loans in an aggregate amount equal to such Net Cash Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Term Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent to the effect that the Parent intends to cause such Net Cash Proceeds (or a portion thereof specified in such certificate) to be reinvested in long-term assets that are used or useful in the business of the Parent and its Restricted Subsidiaries (including through the repair, restoration or replacement of the damaged, destroyed or condemned assets) on or prior to the date that is 365 days after the receipt of such Net Cash Proceeds (or, if the Parent or such Restricted Subsidiary has entered into a binding commitment with respect to any such reinvestment within such 365-day period, the date, if later, that is 180 days after the date of such commitment), and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the Term Borrower shall not be required to make such prepayment to the extent of the amount set forth in such certificate; provided further that any such Net Cash Proceeds that are not so reinvested by the end of such period shall be applied to prepay the Term Loans promptly upon the expiration of such period (i) and, after the Term Loans shall have been repaid in full, the case Letter of Credit Facility Commitments shall be reduced by the amount of any Debt Issuanceremaining Net Cash Proceeds). Not later than the first Business Day following the date of receipt by the Parent or any Restricted Subsidiary of any Net Cash Proceeds from the incurrence of any Indebtedness (other than any Indebtedness permitted to be incurred pursuant to Section 8.1), Equity Issuance or Asset Sale, the Term Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of such Net Cash Proceeds (and, after the Term Loans shall have been repaid in full, the Letter of Credit Facility Commitments shall be reduced by the amount of any remaining Net Cash Proceeds). In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending December 31, 2014), the Term Borrower shall, not later than two Business Days following 90 days after the receipt by the Borrower or such Subsidiary end of such Net Fiscal Year, prepay the Term Loans in an aggregate principal amount equal to (i) 50% (or (A) 25% if the Secured Leverage Ratio as of the end of such Fiscal Year shall have been equal to or less than 3.00:1.00 but greater than 2.00:1.00 or (B) 0% if the Secured Leverage Ratio as of the end of such Fiscal Year shall have been equal to or less than 2.00:1.00) of such Consolidated Excess Cash Proceeds and Flow minus (ii) the aggregate principal amount of the Term Loans voluntarily prepaid by the Term Borrower pursuant to Section 2.8 during such Fiscal Year, to the extent such prepayments have been made with Internally Generated Cash. If, at any time, the aggregate principal amount of Letter of Credit Obligations exceeds the Letter of Credit Facility Commitments at such time, the LC Borrower shall provide cash collateral for the Letter of Credit Obligations in the case of any Qualifying Term Loan Facility, manner set forth in Section 9.3 in an amount equal to the commitments in respect 105% of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; providedexcess. If, that at any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used intime, the business aggregate outstanding amount of any all Financial Letters of Credit exceeds the Financial Letter of Credit Sublimit, the LC Borrower and its Subsidiaries within 180 calendar days shall provide cash collateral for the Letter of receipt thereof; provided, further, that if any portion Credit Obligations in the manner set forth in Section 9.3 in an amount equal to 105% of such Net Cash Proceeds that are subject excess. Prior to or concurrently with any mandatory prepayment or reduction pursuant to this Section 2.9, the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion Term Borrower (i) shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of such prepayment or reduction and (ii) shall deliver to the receipt by Administrative Agent a certificate of a Responsible Officer of the Borrower Parent setting forth the calculation of the amount of the applicable prepayment or reduction. Each such Subsidiary notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan or portion thereof to be prepaid (with such specification to be in accordance with Section 2.9(g)), or the effective date and the amount of any such Net Cash Proceeds and/or the effectiveness of such definitive documentationreduction, as applicable, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Promptly following receipt of any such notice, the Administrative Agent will promptly notify each Lender shall advise the Term Lenders of its receipt the details thereof. Each mandatory prepayment of each any Term Loans shall be allocated among the Term Lenders holding such noticeTerm Loans in accordance with their applicable Ratable Portions. All prepayments Any mandatory prepayment of Borrowings under Term Loans pursuant to this Section 2.12 2.9 shall be subject applied to reduce the subsequent Installments to be made pursuant to Section 2.172.6 with respect to the Term Loans on a pro rata basis as directed by the Term Borrower (or, but shall otherwise be without premium or penaltyif the Term Borrower does not provide any directions, and shall be accompanied by accrued and unpaid interest on in accordance with the principal amount to be prepaid to but excluding the date amounts of paymentsuch Installments).

Mandatory Prepayments. In (a) If at any time (the event that "Collateral Deficiency Date"), the Collateral Coverage Ratio is less than 2.0 to 1.0, the Borrower or any of its Subsidiaries shall either: (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after Give notice to the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then Administrative Agent that it elects to reduce the Borrowing Base and prepay the Revolving Loans to the extent necessary to comply with the Collateral Coverage Ratio at such time whereupon the Borrowing Base shall be so reduced with immediate effect and the Borrower shall prepay make such prepayment on or before the outstanding 364-Day Tranche Loans (to date that is 30 days after the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds related Collateral Deficiency Date and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested inprepayment of the aggregate principal amount of Revolving Loans then outstanding is insufficient to result in compliance with the Collateral Coverage Ratio, or applied the Borrower shall, to the replacement extent of such insufficiency, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent; or (ii) certify to the Administrative Agent that the Borrower has good and defensible title, free of any Liens, to Proved Developed Properties in an amount which, if subject to one or repair more Mortgages, would result in the Borrower being in compliance with such Collateral Coverage Ratio, and provide to each Lender the same information regarding such Proved Developed Properties as would be required for an evaluation of assets to be used inthe Collateral Value attributable thereto by the Required Lenders under Section 2.13. Within 10 days after such certification, the business of any of Required Lenders shall either (x) determine that such properties, if subject to a Mortgage, would result in the Borrower and its Subsidiaries being in compliance with such Collateral Coverage Ratio, in which case, the Borrower shall within 180 calendar 20 days of receipt thereof; providedsuch certification, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event event, no later than within two 30 days of the Collateral Deficiency Date, deliver a Mortgage (2or a satisfactory amendment to an Existing Mortgage) Business Days of receipt) notify to the Administrative Agent with respect to each such Proved Developed Property, executed and delivered by a duly authorized officer of the receipt each party thereto and accompanied by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, other documentation as applicable, and the Administrative Agent will promptly notify each Lender shall reasonably request (including, without limitation, legal opinions in form and substance satisfactory to the Administrative Agent relating thereto) or (y) determine that such properties, if subject to a Mortgage, would not result in the Borrower being in compliance with such Collateral Coverage Ratio, in which case, the Borrower shall make the prepayments specified in subsection (i) of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject 3.2(a) within 30 days of the Collateral Deficiency Date. (b) If at any time (A) the sum of (x) the Total Revolving Extensions of Credit and (y) with respect to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest the period commencing on the principal amount Extension Date and ending on the date on which the Outstanding 7-7/8% Note Amount is equal to be prepaid or less than $10,000,000, the Outstanding 7-7/8% Note Amount, exceeds (B) the Borrowing Base at such time (such excess, the "Borrowing Base Deficiency") the Administrative Agent shall give notice thereof to but excluding the Borrower (a "Borrowing Base Deficiency Notice") and within 30 days after the date of payment.such Borrowing Base Deficiency Notice, the Borrower shall either: (i) Give notice to the Administrative Agent that it elects to prepay the Revolving Loans in an amount at least equal to the Borrowing Base Deficiency whereupon the Borrower shall make such prepayment on or before the date that is 60 days after the date of the Borrowing Base Deficiency and, to the extent such prepayment of the aggregate principal amount of Revolving Loans then outstanding is less than such Borrowing Base Deficiency, the Borrower shall, to the extent of such shortfall, replace outstanding Letters

Mandatory Prepayments. In the event that (a) If any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Closing Date or (iiother than any permitted Indebtedness incurred in accordance with Section 7.2 (except for Credit Agreement Refinancing Indebtedness which shall be applied in accordance with clause (iii) enters into definitive documentation for any Qualifying Term Loan Facility, then of the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent definition thereof)), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such the Net Cash Proceeds not later than two Business Days following thereof shall be applied on the receipt by date of such issuance or incurrence toward the Borrower prepayment of the Term Loans as set forth in Section 2.11(d). (b) If on any date the Company or such Subsidiary any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, the Applicable Asset Sale Prepayment Percentage of such Net Cash Proceeds and (ii) shall be applied by the Borrower on the fifth Business Day following such receipt thereof toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, at the option of the Company, the Company may reinvest the Net Cash Proceeds in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness business of the definitive documentation in respect thereof; provided, that Company or any of its Subsidiaries within (x) 12 months following the receipt of such Net Cash Proceeds with respect to or (y) 18 months following the receipt of such Net Cash Proceeds, in the event that the Company or any Asset Sale of its Subsidiaries shall not be required to be applied to have entered into a binding commitment within 12 months following the extent receipt of such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, reinvest such Net Cash Proceeds in the business of the Company or any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, (it being understood that if any portion of such Net Cash Proceeds that are subject no longer intended to the immediately preceding proviso be reinvested or are not so reinvested within such 180 calendar day 18-month period, the Applicable Asset Sale Prepayment Percentage of such unused portion Net Cash Proceeds shall be applied immediately by the Borrower on the fifth Business Day after the Company reasonably determines that such Net Cash Proceeds are no longer intended to be or are not reinvested within such 18-month period toward prepayment of the Term Loans as set forth in Section 2.11(d)); provided that if at the time that any such prepayment would be required, the Company or any of its Subsidiaries is required to prepay or offer to repurchase with the Net Cash Proceeds of such Asset Sale or Recovery Event any Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness, Ratio Debt, Incurred Acquisition Debt or any other Indebtedness outstanding at such time, in each case that is secured by a Lien on the Collateral that is pari passu (but without regard to the control of remedies) with the Liens securing the Obligations pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be offered to be so repurchased, “Other Applicable Asset Sale Indebtedness”), then the Company may apply the Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Asset Sale Indebtedness at such time) to the prepayment of such Other Applicable Asset Sale Indebtedness; it being understood that the portion of the Net Cash Proceeds allocated to the Other Applicable Asset Sale Indebtedness shall not exceed the amount of the Net Cash Proceeds required to be allocated to the Other Applicable Asset Sale Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b) shall be reduced accordingly. (c) No later than the fifth Business Day after the date on which the financial statements with respect to each fiscal year of the Borrower are required to be delivered pursuant to Section 6.1(a), commencing with the fiscal year ending December 31, 2022, the Borrower shall prepay Term Loans in accordance with Section 2.11(d) in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Applicable ECF Prepayment Percentage of Excess Cash Flow of the Company and its Subsidiaries for the Excess Cash Flow Period then most recently ended (this clause (A), the “Base ECF Prepayment Amount”) minus (B) at the option of the Borrower, to the extent occurring during such Excess Cash Flow Period (or occurring after such Excess Cash Flow Period and prior to the date of the applicable Excess Cash Flow payment), and without duplication (including duplication of any amounts deducted in any prior Excess Cash Flow Period or deducted in the calculation of Excess Cash Flow pursuant to the definition thereof), the following (collectively, the “ECF Deductions”): (i) the aggregate principal amount of any Term Loans prepaid pursuant to Section 2.10; (ii) the aggregate principal amount of any Incremental Equivalent Debt and/or any other Indebtedness permitted to be incurred pursuant to Section 7.2 to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Facilities (without regard to the control of remedies), voluntarily prepaid, repurchased, redeemed or otherwise retired; (iii) the amount of any reduction in the outstanding amount of any Term Loans, Incremental Equivalent Debt and/or any other Indebtedness permitted to be incurred pursuant to Section 7.2 to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Facilities (without regard to the control of remedies), resulting from any purchase or assignment made in accordance with Section 10.6(k) (with respect to Term Loans) and any equivalent provisions with respect to any Incremental Equivalent Debt and/or such other Indebtedness; (iv) all Cash payments in respect of Capital Expenditures and all Cash payments made to acquire IP Rights; (v) Cash payments by the Company and its Subsidiaries made in respect of long-term liabilities (including for purposes of clarity, the current portion of such long-term liabilities) of the Company and its Subsidiaries other than Indebtedness, except to the extent such Cash payments were deducted in the calculation of Consolidated Net Income or Consolidated EBITDA for such period; (vi) Cash payments made from internally generated Cash in respect of any Investment (including acquisitions) permitted by Section 7.7 or otherwise consented to by the Required Lenders (other than Investments (x) in Cash or Cash Equivalents or (y) in the Borrower or any Loan Party) and/or any Restricted Payment permitted by Section 7.7 or otherwise consented to by the Required Lenders; (vii) the aggregate consideration (A) required to be paid in Cash by the Borrower or its Subsidiaries pursuant to binding contracts entered into prior to or during such period relating to Capital Expenditures, acquisitions or other Investments permitted by Section 7.7 or otherwise consented to by the Required Lenders and/or Restricted Payments described in clause (vi) above and/or (B) otherwise committed or budgeted to be made in connection with Capital Expenditures, acquisitions or other Investments and/or Restricted Payments described in clause (vi) above (clauses (A) and (B) of this clause (vii), the “Scheduled Consideration”) (other than Investments in (x) Cash and Cash Equivalents or (y) the Borrower or any Loan Party) to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such Excess Cash Flow Period; provided that to the extent the aggregate amount actually utilized to finance such Capital Expenditures, acquisitions, Investments or Restricted Payments during such subsequent period of four consecutive fiscal quarters is less than the Scheduled Consideration, the amount of the resulting shortfall shall be added to the calculation of the ECF Prepayment Amount at the end of such subsequent period of four consecutive fiscal quarters; (viii) Cash expenditures in respect of any Hedge Agreement to the 364extent not otherwise deducted in the calculation of Consolidated Net Income or Consolidated EBITDA; and (ix) the aggregate amount of expenditures actually made by the Borrower and/or any Subsidiary in Cash (including any expenditure for the payment of fees or other Charges (or any amortization thereof for such period) in connection with any Disposition, incurrence or repayment of Indebtedness, issuance of Capital Stock, refinancing transaction, amendment or modification of any debt instrument, including this Agreement, and including, in each case, any such transaction consummated prior to, on or after the Closing Date, and Charges incurred in connection therewith, whether or not such transaction was successful), in each case to the extent that such expenditures were not expensed; in the case of each of clauses (i)-(ix), (I) excluding any such payments, prepayments and expenditures made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(c) in any prior Fiscal Year, (II) in the case of any prepayment of revolving Indebtedness, to the extent accompanied by a permanent reduction in the relevant commitment, (III) to the extent that such payments, prepayments and expenditures were not financed with the proceeds of other Long-Day Tranche Loans. The Term Indebtedness of the Borrower or its Subsidiaries and (IV) in each case under clause (3) above, based upon the actual amount of cash paid in connection with any relevant purchase or assignment; provided that no prepayment under this Section 2.11(c) shall be required unless the principal amount of Term Loans required to be prepaid exceeds $10,000,000 (and, in such case, only such amount in excess of such amount shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower or any of its Subsidiaries is required to prepay or offer to repurchase with any portion of the ECF Prepayment Amount Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness, Ratio Debt, Incurred Acquisition Debt or any other Indebtedness outstanding at such time, in each case that is secured on a pari passu basis (without regard to the control of remedies) with the Obligations pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the relevant Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(c) shall be reduced accordingly; it being understood that (1) the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the portion of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within two (2) ten Business Days after the date of receiptsuch rejection) notify be applied to prepay the Term Loans in accordance with the terms hereof. (d) The application of any prepayment pursuant to Section 2.11(a), 2.11(b) or 2.11(c) shall be made ratably to the Term Loans based on the outstanding respective principal amounts thereof. Partial prepayments of the Term Loans pursuant to this Section 2.11 shall be applied to the remaining installments thereof, as directed by the Borrower (and absent any direction in the direct order of maturity). The application of any prepayment of Term Loans pursuant to this Section 2.13 shall be made, first, to ABR Loans and second, to LIBO Rate Loans. Each prepayment of the Loans under this Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Each Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to Section 2.11(b) or (c) to decline all (but not a portion) of its prepayment (such declined amounts, the “Declined Proceeds”), which Declined Proceeds may be retained by the Borrower and used for any purpose permitted (or not prohibited) hereunder, including to increase the Available Amount; provided that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(a) above to the extent that such prepayment is made with the proceeds of any Credit Agreement Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans. If any Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its ratable percentage of any mandatory prepayment within the receipt time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such Lender’s ratable percentage of the total amount of such mandatory prepayment of the Term Loans. (f) Notwithstanding any other provisions of Section 2.11, to the extent any or all of the Net Cash Proceeds from any Asset Sale or Recovery Event received by the Company or a Foreign Subsidiary are prohibited or delayed by any applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of the Company or such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or any applicable Domestic Subsidiary (the Company hereby agreeing to promptly take, and to cause the applicable Foreign Subsidiary to promptly take, all actions reasonably required by the applicable local law to permit such repatriation as long as such repatriation does not create a material adverse tax consequence) or if the Company has determined in good faith that repatriation of any such amount to the Borrower or any applicable Subsidiary would have material adverse tax consequences with respect to such amount, the portion of such Net Cash Proceeds so affected will not be required to be applied to prepay Term Loans at the times provided in this Section 2.11 but may be retained by the Company or the applicable Subsidiary for so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Company believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law or the Company determines in good faith that such repatriation would no longer would have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the applicable Term Loans as otherwise required pursuant to this Section 2.11; provided that, notwithstanding the foregoing, the Borrower and the applicable Domestic Subsidiary shall have no obligation to repatriate any such Net Cash Proceeds and/or (or take any further action with respect thereto) from and after the effectiveness date that is twelve months after the receipt of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentNet Cash Proceeds.

Mandatory Prepayments. In addition, in the event that the Borrower Company or any of its Subsidiaries (i) receives shall receive any Net Cash Proceeds arising from as a result of any Debt IssuancePrepayment Event, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower Company shall prepay the outstanding 364-Day Tranche Loans (to Term Loans, on the extent thereof)date upon which the Company or such Subsidiary, (i) in as the case of any Debt Issuancemay be, Equity Issuance or Asset Sale, in an amount equal to 100% of shall have received such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan FacilityProceeds, in an amount equal to the commitments Prepayment Percentage applicable to such Net Cash Proceeds; provided that (i) if the Prepayment Percentage of the Net Cash Proceeds in respect of any Prepayment Event results in an amount of less than $1,000,000, such Qualifying Term Loan Facility immediately upon effectiveness prepayment shall be required to be made on the date on which the Company or any of the definitive documentation in respect thereof; provided, that any such its Subsidiaries shall receive Net Cash Proceeds which, together with respect all other Net Cash Proceeds from Prepayment Events not previously applied, are equal to at least $1,000,000, (ii) such prepayment shall be made on or before the fifth (5th) Domestic Business Day following the consummation of any Asset Sale constituting a Prepayment Event, (iii) no prepayment shall be required under this Section 2.05(c) unless and until the aggregate amount of Net Cash Proceeds received by the Company and its Subsidiaries in respect of Prepayment Events which have occurred after the Effective Date exceeds $75,000,000, (iv) no prepayments shall be required under this Section 2.05(c) on any date if and to the extent the aggregate principal amount of Term Loans outstanding on such date does not exceed $25,000,000 and (v) at the election of the Borrowers, if the amount of any such prepayment to be made exceeds the amount of Term Loans then outstanding having an Interest Period ending on the date of such prepayment, such excess amount shall be deposited in the Collateral Account under the Company Security Agreement, and such excess shall not be required to be applied to prepaid until the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any last day of the Borrower Interest Periods relating to such outstanding Term Loans in an aggregate principal amount equal to or greater than such excess amount, unless an Event of Default has occurred and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to is continuing or the immediately preceding proviso are not Required Banks otherwise determine in their sole discretion and so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at notify the end of such period to the 364-Day Tranche LoansCompany. The Borrower Borrowers shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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.give the

Mandatory Prepayments. In On the event that next occurring Payment Date following the Borrower or any of its Subsidiaries (i) date on which Lender actually receives any Net Cash Proceeds, if Lender is not obligated to make such Net Proceeds arising from available to Borrower for the Restoration of any Debt IssuanceIndividual Property or otherwise remit such Net Proceeds to Borrower pursuant to Section 6.4 hereof, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay or authorize Lender to apply such Net Proceeds as a prepayment of all or a portion of the outstanding 364-Day Tranche Loans (to principal balance of the extent thereof), (i) in the case of Loan together with accrued interest and any Debt Issuance, Equity Issuance or Asset Sale, other sums due hereunder in an amount equal to one hundred percent (100% %) of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary Proceeds; provided, however, if an Event of Default has occurred and is continuing, Lender may apply such Net Cash Proceeds and to the Debt (iiuntil paid in full) in any order or priority in its sole discretion. Other than following an Event of Default, no Spread Maintenance Payment or Prepayment Premium shall be due in connection with any prepayment made pursuant to this Section 2.4.2. The Release Amount with respect to the case of any Qualifying Term Loan Facility, affected Individual Property shall be reduced in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any principal portion of such Net Cash Proceeds that are subject to prepayment. Upon such a prepayment, the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion amount of principal due each month shall be applied immediately at recomputed based upon a level payment of principal and interest based upon the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent aggregate outstanding principal balances of the receipt by Loan, the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, Mezzanine Loan and the Administrative Agent will promptly notify each Lender Junior Mezzanine Loan remaining following such prepayment, a debt service constant equal to seven and one-quarter percent (7.25%) and an amortization schedule of its receipt three hundred (300) months less the number of each such notice. All prepayments months from the first (1st) day of Borrowings under this Section 2.12 shall be subject the calendar month following the Closing Date to Section 2.17, 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 paymentsuch prepayment. Amortization shall be calculated based on a thirty (30) day month and a three hundred sixty (360) day year accrual period.

Mandatory Prepayments. In (a) Unless the event that Required Lenders shall otherwise agree, if any Indebtedness shall be issued or incurred by the Borrower or any of its Subsidiaries (i) excluding any Indebtedness incurred in accordance with Section 7.2), then no later than 5 Business Days after Borrower receives any the Net Cash Proceeds arising from any Debt Issuancetherefrom, Equity Issuance or Asset Sale consummated on or after of such incurrence, the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower Loans shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in be prepaid by an amount equal to 100% of such the amount of the Net Cash Proceeds from such issuance or incurrence as set forth in Section 2.18(b)(iii). The provisions of this Section 2.12(a) do not later than two constitute a consent to the incurrence by the Borrower or any of its Subsidiaries of any Indebtedness not permitted by Section 7.2. (b) Unless the Required Lenders shall otherwise agree, if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, in each case in excess of $1,500,000 (the Net Cash Proceeds in excess of such threshold, the “Excess Net Cash Proceeds”), then, unless a Reinvestment Notice shall be delivered in respect thereof, within five Business Days following of the date of receipt by the Borrower or such Subsidiary any of its Subsidiaries of such Excess Net Cash Proceeds and (ii) in Proceeds, the case of any Qualifying Term Loan Facility, in Loans shall be prepaid by an amount equal to the commitments amount of such Excess Net Cash Proceeds, as set forth in Section 2.18(b)(iii); provided that, on each Reinvestment Prepayment Date, the Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event as set forth in Section 2.18(b)(iii). The provisions of this Section 2.12(b) do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5. (c) If for any Excess Cash Flow Period there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Loans shall be prepaid by an amount equal to the ECF Application Amount as set forth in Section 2.18(b)(iii). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the date on which the financial statements of the Borrower referred to in Section 6.1(a) for the period ending on the last day of the Excess Cash Flow Period in respect of which such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect prepayment is to any Asset Sale shall not be made are required to be applied delivered to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentLenders.

Mandatory Prepayments. In (a) Upon the event that consummation of any Asset Disposition or upon the receipt by any Loan Party of any Liquidating Distribution after the Closing Date, in each case within 270 days after the Borrower or any of its Subsidiaries (i) receives any Net Cash Sale Proceeds, the Borrower shall prepay the outstanding Loans in an amount equal to 100% of the amount of such Net Sale Proceeds, in accordance with the provisions of Section 2.13; PROVIDED, HOWEVER, that such Net Sale Proceeds arising from which the Borrower or such Subsidiary shall, within 270 days after receipt thereof, use to reinvest in the business of the Borrower of its Subsidiaries, shall not be included in determining the aggregate Net Sale Proceeds for such period; PROVIDED, FURTHER that, if an Event of Default shall have occurred and be continuing on the date such Net Sale Proceeds are received by the Borrower or any Debt Issuance, Equity Issuance of its Subsidiaries or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for at any Qualifying Term Loan Facilitytime during such 270 day period, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Sale Proceeds (or, if any portion of such proceeds shall have been reinvested prior to the occurrence of such Event of Default, 100% of such remaining amount of Net Sale Proceeds not so reinvested), in accordance with the provisions of Section 2.13, on the later than two Business Days following of the receipt date such Net Sale Proceeds are received by the Borrower or any of its Subsidiaries or the date of the occurrence of such Subsidiary Event of Default. (b) On each date on which the Borrower or any of its Subsidiaries receives any Net Equity Proceeds, the Borrower shall prepay the outstanding Loans in an amount equal to (i) 50% of such Net Cash Equity Proceeds if no Default or Event of Default has occurred or is continuing as a result of the Borrower's failure to deliver any financial statement or Compliance CKE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT Certificate as and when required pursuant to Section 6.1(a), 6.1(b) or 6.1(e), as applicable and (ii) 75% of such Net Equity Proceeds if any Default or Event of Default has occurred and is continuing as a result of the Borrower's failure to deliver any financial statement or Compliance Certificate as and when required pursuant to Sections 6.1(a), 6.1(b) or 6.1(e), as applicable, in each case in accordance with the provisions of Section 2.13. (c) On each date on which the Borrower or any of its Subsidiaries receives any Net Debt Proceeds or becomes or remains liable with respect to Indebtedness with respect to Capitalized Leases in excess of $100,000,000 in the case aggregate at any one time outstanding for the Borrower and its Subsidiaries, the Borrower shall prepay the outstanding Loans in an amount equal to 100% of such Net Debt Proceeds or 100% of the amount by which the aggregate amount of Indebtedness of the Borrower and its Subsidiaries with respect to Capitalized Leases exceeds $100,000,000 on such date, respectively, in accordance with the provisions of Section 2.13. (d) On each day on which the Total Revolving Loan Commitment is reduced pursuant to Section 2.10 the Borrower shall prepay the Revolving Loans to the extent, if any, that the outstanding principal amount of the Revolving Loans exceeds such reduced Total Revolving Loan Commitment. (e) If at any Qualifying Term time and for any reason the aggregate principal amount of Revolving Loans plus the L/C Obligations then outstanding are greater than the Total Revolving Loan FacilityCommitment, the Borrower shall immediately prepay the Revolving Loans in an amount equal to such excess. In addition, to the extent at any time and for any reason, the Total Revolving Loan Commitment minus the aggregate principal amount of Revolving Loans then outstanding, is less than the amount of L/C Obligations outstanding at such time, the Borrower shall Cash Collateralize the L/C Obligations in an amount equal to the commitments in respect of amount by which such Qualifying Term Loan Facility immediately upon effectiveness of L/C Obligations exceed the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied amount equal to the extent difference between the Total Revolving Loan Commitment and such Net Cash Proceeds are reinvested in, or applied to the replacement or repair aggregate principal amount of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Revolving Loans. . (f) The Borrower shall promptly make each Term Loan Paydown in accordance with Section 2.1. (and g) Nothing in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject construed to Section 2.17constitute the Lenders' consent to any transactions referred to in Sections 2.12(a), but shall otherwise be without premium 2.12(b) or penalty, and 2.12(c) above which transaction is not expressly permitted by the terms of this Agreement. (h) In the event that there shall be accompanied by accrued and unpaid interest on Consolidated Excess Cash Flow for any fiscal year of the principal Borrower (commencing with fiscal year 2008), the Borrower shall, no later than 90 days after the end of such fiscal year, prepay the Loans in an aggregate amount equal to be prepaid to but excluding the date of payment.CKE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

Mandatory Prepayments. In the event that the Borrower or (a) Subject to clause (b) below, upon receipt by any Warnaco Entity of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt IssuanceProceeds, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall within one Business Day after such receipt prepay the outstanding 364-Day Tranche Loans (to the extent thereof), or provide cash collateral in respect of Letters of Credit as set forth in clause (ic) in the case of any Debt Issuance, Equity Issuance or Asset Sale, below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (c) below. (b) Notwithstanding clause (a) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Warnaco Entity, the Borrower shall not later than two Business Days following be required to so apply Net Cash Proceeds arising from: (i) a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds by a Warnaco Entity and, pending application of such proceeds, the Borrower has either (A) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held in a Cash Collateral Account designated by the Administrative Agent or (B) has applied an amount equal to such Net Cash Proceeds in repayment of the Loans and the Administrative Agent has established an Availability Reserve in the amount of such repayment which reserve shall ▇▇▇▇▇ on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a first priority perfected Lien in favor of the Administrative Agent for the benefit of the Secured Parties (ii) but only, in the case of any Qualifying Term Loan Facilitya Permitted Acquisition, to the extent required by clause (e) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (i) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, have the right to apply all amounts in the Cash Collateral Account referred to above to the Obligations and to terminate the Availability Reserve referred to above, and to effect an immediate reduction of the Commitments of the Lenders (in accordance with their respective Ratable Portions) in an amount equal to the commitments in respect amount of such Qualifying Term Loan Facility immediately upon effectiveness Cash Collateral plus the amount of such Availability Reserve; (ii) an issuance of Take-Out Securities to the definitive documentation extent the Net Cash Proceeds thereof are applied to permanently repay or repurchase the Second Lien Notes (plus any interest owed under the Second Lien Notes and any cash costs associated with the issuance of any Take-Out Securities (including underwriting fees, attorneys' fees, advisors' fees, investment bank fees and taxes)) in respect thereof; provided, that any an amount equal to the Dollar Equivalent of such Net Cash Proceeds with respect Proceeds. (c) Subject to Section 2.13(h), any Asset Sale shall not be prepayments made by the Borrower required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion in accordance with this clause (c) shall be applied immediately as follows: first, to repay the outstanding principal balance of the Swing Loans until such Swing Loans shall have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been repaid in full; and then, to provide cash collateral for any Letter of Credit Obligations in the manner set forth in Section 9.3 until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein. (d) If at any time, the end aggregate principal amount of Outstandings exceed the Maximum Credit at such period to time, the 364-Day Tranche Loans. The Borrower shall promptly (and shall, as soon as possible, but in any event within two one Business Day, prepay the Swing Loans first and then the Revolving Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the Revolving Loans, the Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 9.3 to the extent required to eliminate such excess. (2e) Business Days Except in the case where Section 2.13(h) shall be applicable, all available funds in each Cash Collateral Account (other than an amount equal to any proceeds arising from a Reinvestment Event that are held in the Cash Collateral Account pending application of receiptsuch proceeds as specified in a Reinvestment Notice) notify shall be applied on a daily basis: first to repay the outstanding principal amount of the Swing Loans until such Swing Loans have been repaid in full; second, to repay the outstanding principal amount of the Revolving Loans until such Revolving Loans have been repaid in full; and then to any other Obligation then due and payable. The Administrative Agent agrees so to apply such funds and the Borrower consents to such application. If, following such application, there is no Event of Default that is continuing and there are no Loans outstanding and no other Obligations are then due and payable (and all outstanding Letter of Credit Obligations have been cash collateralized in the manner set forth in Section 9.3), then the Administrative Agent shall cause any remaining funds in the Cash Collateral Account to be paid at the written direction of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentBorrower.

Mandatory Prepayments. In (a) If at any time the event sum of the aggregate principal amount of all Revolving Credit Loans outstanding, plus the aggregate principal amount of all Swingline Loans plus the then current L/C Exposure shall exceed the Total Revolving Credit Commitment, the Borrower will immediately prepay such Revolving Credit Loans to the extent necessary to eliminate such excess. (b) On or before January 15 in each year (commencing on January 15, 2005), the Borrower shall prepay Loans in an amount equal to 75% of the Excess Cash Flow for the immediately preceding fiscal year; provided, however, that if the Total Leverage Ratio is less than 2.75:1.00, then such prepayment shall be in an amount equal to 50% of such Excess Cash Flow. Concurrently with the making of each such prepayment, the Borrower shall deliver to the Administrative Agent, a certificate in such form as may be reasonably satisfactory to the Administrative Agent, signed by the chief financial officer of the Borrower, setting forth in reasonable detail the calculation of Excess Cash Flow for the immediately preceding fiscal year. (c) Within two (2) Business Days of the receipt of any Net Cash Proceeds by the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt IssuanceCredit Party, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of the Net Cash Proceeds received by such Credit Party; provided, that no prepayment shall be required to the extent such Net Cash Proceeds not later than are reinvested in assets to be used in the business of the Credit Parties within 365 days of the receipt of such Net Cash Proceeds. (d) Within two (2) Business Days following the receipt by the Borrower or such Subsidiary any other Credit Party (or by the Administrative Agent as loss payee) of such Net Cash Proceeds and any payment of proceeds of (i) any insurance relating to any Collateral (other than business interruption insurance) required to be maintained pursuant to this Credit Agreement or any other Fundamental Document on account of each separate loss, damage or injury in excess of $5,000,000 to any tangible real or personal property of the Borrower or any of its Subsidiaries other than Excluded Assets, or (ii) in any condemnation proceeding affecting any Real Property Asset (provided, that, so long as no Default or Event of Default shall have occurred and then be continuing, such insurance or condemnation proceeds (or any portion thereof) may be expended or irrevocably committed by the case Borrower or any of its Subsidiaries to repair or replace such property within 180 days of such loss, damage, injury or condemnation and the Borrower shall furnish to the Administrative Agent evidence satisfactory to the Administrative Agent of such expenditure or commitment and shall have certified to the Administrative Agent that such proceeds (or such proceeds together with other funds available to the Borrower) are sufficient to repair or replace such property), the Borrower shall prepay or, to the extent the Administrative Agent is loss payee under any Qualifying Term Loan Facilityinsurance policy, in irrevocably direct the Administrative Agent to apply as a prepayment of the Loans, an amount equal to the commitments in respect 100% (or such lesser percentage which represents that portion of such Qualifying Term Loan Facility proceeds not expended or committed pursuant to the immediately upon effectiveness preceding parenthetical phrase) of the definitive documentation in respect thereofsuch insurance or condemnation proceeds; provided, that any such Net Cash Proceeds with respect to any Asset Sale if an Event of Default shall not have occurred and be continuing, the Administrative Agent may require all proceeds of insurance required to be applied maintained pursuant to this Credit Agreement or any other Fundamental Document which would otherwise be payable to the extent such Net Cash Proceeds are reinvested in, or applied Borrower to be paid to the replacement Administrative Agent and applied pursuant to Section 12.2(b). (e) At any time the Total Leverage Ratio is equal to or repair of assets to be used ingreater than 2.75:1.00, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt of any Net Offering Proceeds from any sale of Capital Stock by the Borrower or such Subsidiary any other Credit Party, the Borrower shall prepay Loans in an amount equal to 50% of any such Net Cash Offering Proceeds and/or received. (f) At any time the effectiveness Borrower or any other Credit Party receives Net Offering Proceeds from the issuance of Subordinated Debt, then within two (2) Business Days of the receipt of such definitive documentationNet Offering Proceeds, the Borrower shall prepay the Loans in an amount equal to 100% of the Net Offering Proceeds. (g) So long as applicableno Default or Event of Default has occurred and is then continuing, any prepayments required under Section 2.11(b), (c), (d), (e) or (f) shall be applied: (i) first to the outstanding principal balance (in inverse order of maturity) of the B Term Loans held by each Lender which does not elect to opt-out of such prepayment pursuant to Section 2.11(h) ratably in accordance with each Lender's proportionate share of the B Term Loans, (ii) second to the outstanding principal balance of the Swingline Loans, (iii) third to the outstanding principal balance of the Revolving Credit Loans ratably in accordance with each Lender's proportionate share of Revolving Credit Loans and (iv) fourth the remainder, if any, may, at the Borrower's request, be applied as a voluntary prepayment in accordance with Section 2.10 hereof and to the extent not so applied may be retained by the Borrower. (h) The Administrative Agent shall make the prepayments of B Term Loans to each Term Loan B Lender to the extent required by 2.11(g)(i) unless not later than 11:30 a.m. Eastern time two (2) Business Days prior to the making of such prepayment, the Administrative Agent will promptly notify shall have received notice from a Term Loan B Lender electing not to receive such prepayment (each Lender such Lender, an "Opt-Out Lender"). (i) If a Default or an Event of its receipt Default has occurred and is then continuing, at any time a prepayment is required under Section 2.11(b), (c), (d), (e) or (f), then such prepayment shall be applied to the outstanding principal balance (in inverse order of maturity in the case of B Term Loans) of B Term Loans and Revolving Credit Loans ratably to each Tranche of Loans in accordance with each Lender's proportionate share of each Tranche of such notice. Loans. (j) All prepayments of Borrowings Loans under this Section 2.12 shall 2.11 shall, as regards Interest Rate Type, be applied first to Base Rate Loans, and subject to Section 2.172.11(l) hereof, but shall otherwise then to Eurodollar Loans in the order of the scheduled expiry of Interest Periods with respect thereto (i.e. those Eurodollar Loans with Interest Periods which end sooner would be without premium or penalty, and paid before those with Interest Periods which end later). (k) All prepayments under this Section 2.11 shall be accompanied by accrued and but unpaid interest on the principal amount being prepaid to (but not including) the date of prepayment. (l) If on any day on which Loans would otherwise be required to be prepaid pursuant to this Section 2.11, but excluding for the date operation of paymentthis Section 2.11(l) (each a "Prepayment Date"), the amount of such required prepayment exceeds the then outstanding aggregate principal amount of Base Rate Loans which are of the Tranche required to be prepaid, and no Default or Event of Default exists or is continuing, then on such Prepayment Date, (i) the Borrower shall deposit Dollars into the Cash Collateral Account in an amount equal to such excess, and only the outstanding Base Rate Loans which are of the Tranche required to be prepaid shall be required to be prepaid on such Prepayment Date and (ii) on the last day of each Interest Period after such Prepayment Date in effect with respect to a Eurodollar Loan which is of the Tranche required to be prepaid, the Administrative Agent is irrevocably authorized and directed to apply funds from the Cash Collateral Account (and liquidate investments held in the Cash Collateral Account as necessary) to prepay such Eurodollar Loans for which the Interest Period is then ending to the extent funds are available in the Cash Collateral Account.

Mandatory Prepayments. (a) In the event any Working Capital Loan Borrowing Base Certificate submitted pursuant to Section 7.02 reflects that the Working Capital Exposure exceeds the Working Capital Loan Borrowing Base, the Borrower shall promptly make a prepayment in an aggregate principal amount equal to such excess. (b) Within 15 days after the delivery of annual financial statements of the Borrower and its Subsidiaries for the fiscal year ending December 31, 2008, and each fiscal year thereafter, as contemplated by Section 7.02(a), the Borrower shall repay the Equipment Loan, without premium or penalty, in an amount equal to 50% of Excess Cash Flow for such fiscal year. (c) On each Debenture Payment Date, the Borrower shall prepay the Equipment Loan in an aggregate amount equal to the principal payment being made on such date under the Convertible Senior Notes. (d) On each date the Borrower or any of its Subsidiaries issues debt (i) receives any Net Cash Proceeds arising from any Debt Issuanceother than under the Convertible Senior Notes and regardless of whether such debt is permitted hereunder), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans Equipment Loan in an amount equal to 100% of the net proceeds of such debt issuance. (e) If the Borrower or any Subsidiary of the Borrower completes an asset sale (regardless of whether such sale is permitted under the terms hereof) and the proceeds thereof are not reinvested within 90 days after the completion of such asset sale in assets which would become collateral for the Obligations to the extent thereof)the sold assets were collateral for the Obligations, (i) in then upon the case expiration of any Debt Issuance, Equity Issuance or Asset Sale, such 90 day period the Borrower shall prepay the Equipment Loan in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such asset sale which have not been so reinvested; provided that, (i) this clause (e) shall not apply to Net Cash Proceeds from any individual asset sale (whether completed as a single transaction or a series of transaction) which are less than $500,000 so long as the aggregate amount of Net Proceeds which are not applied to this clause (e) does not exceed $2,000,000, and (ii) this clause (e) shall not apply to the sale of inventory in the case ordinary course of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentbusiness.

Mandatory Prepayments. (a) [Reserved]. (b) Not later than the tenth Business Day following receipt of Net Cash Proceeds from (A) the completion of any Holdings Asset Sale, or (B) the occurrence of any Holdings Recovery Event, the Borrower shall offer to prepay outstanding Term Loans in an amount equal to the Required Prepayment Percentage multiplied by the amount of such Net Cash Proceeds that is received, such prepayment to be made in accordance with Section 2.13(e). Notwithstanding the foregoing, if the amount of Net Cash Proceeds from the completion of any such Holdings Asset Sale or the occurrence of any such Holdings Recovery Event required to be used to offer to prepay outstanding Term Loans pursuant to this clause (b) is less than $10,000,000, such application of such Net Cash Proceeds may be deferred until such time as the amount of such Net Cash Proceeds plus the aggregate amount of all Net Cash Proceeds received thereafter from the completion of any such Holdings Asset Sale or the occurrence of any such Holdings Recovery Event required to be so applied under this clause (b) aggregates at least $10,000,000, at which time the Borrower shall apply the aggregate amount of all such deferred Net Cash Proceeds to prepay outstanding Term Loans, such offer to prepay to be made in accordance with Section 2.13(e). (c) In the event that the Borrower shall receive Net Cash Proceeds from the issuance or other incurrence of Indebtedness of the Borrower (other than Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the tenth Business Day next following) the receipt of its Subsidiaries such Net Cash Proceeds by the Borrower, apply an amount equal to the Required Prepayment Percentage of such Net Cash Proceeds to offer to prepay outstanding Term Loans, such offer to prepay to be made in accordance with Section 2.13(e). (d) No later than ten days following the earlier of (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or 90 days after the Effective Date or end of each fiscal year, commencing with the fiscal year ending on December 31, 2008, and (ii) enters into definitive documentation for any Qualifying Term Loan Facilitythe date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a) (commencing with the fiscal year ending on December 31, then 2008), the Borrower shall offer to prepay (and prepay) outstanding Term Loans, such offer to prepay (and prepayment) to be made in accordance with Section 2.13(e), in an aggregate principal amount equal to (x) the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended (the “Base Annual ECF Sweep Amount”) minus (y) the aggregate amount of any voluntary prepayments of Term Loans (under and as defined in the Opco Credit Agreement) made pursuant to Section 2.12 of the Opco Credit Agreement during such fiscal year. Notwithstanding the foregoing, the Borrower shall have the option to calculate Excess Cash Flow for one or more fiscal quarters of any fiscal year (with respect to such fiscal quarter or any other immediately preceding fiscal quarter or fiscal quarters during such fiscal year for which Excess Cash Flow had not previously been so calculated and the prepayment offer in accordance with Section 2.13(d) and Section 2.13(e) below had not previously been made); provided that in the event that the Borrower shall exercise such option, (i) no later than ten days following the earlier of (A) 45 days after the end of the applicable fiscal quarter and (B) the date on which financial statements with respect to such applicable fiscal quarter are delivered pursuant Section 5.04(b), the Borrower shall offer to prepay outstanding 364-Day Tranche Term Loans, such offer of prepayment to be made in accordance with Section 2.13(e), in an aggregate principal amount equal to (x) the Required Prepayment Percentage of Excess Cash Flow for the applicable fiscal period then ended minus (y) the aggregate amount of any voluntary prepayments of Term Loans (under and as defined in the Opco Credit Agreement) made pursuant to Section 2.12 of the Opco Credit Agreement during such applicable fiscal period and (ii) the Borrower shall continue to be required to make the offer to prepay (and prepayment) described in the first sentence of this paragraph (d) following the end of the applicable fiscal year in accordance with the provisions described above (provided that the amount of Term Loans that the Borrower shall be required to prepay and offer to prepay with respect to the Excess Cash Flow in respect of such fiscal year shall be governed by the proviso in the first sentence of Section 2.13(e)). The Borrower shall provide the Administrative Agent with written notice of any election described in the immediately preceding sentence to calculate Excess Cash Flow (and make the required prepayment and prepayment offer) as of the end of any fiscal quarter of any fiscal year no later than the earlier of (i) 45 days after the end of the applicable fiscal quarter and (ii) the date on which financial statements with respect to such applicable fiscal period are delivered pursuant to Section 5.04(b). For purposes of this Section 2.13(d), the term “fiscal period” shall mean a period of one or more consecutive fiscal quarters. (e) Notwithstanding any provision in this Agreement to the contrary, but subject to the right of each Term Lender to elect to decline all or any portion of any prepayment pursuant to Section 2.13(b), 2.13(c) or Section 2.13(d) as described below, the amount to be prepaid on any date pursuant to Section 2.13(b), 2.13(c) or 2.13(d) shall be applied to the prepayment (to the extent thereof)required to be so applied) of all Term Loans outstanding on such date; provided that, (i) notwithstanding anything in this Agreement to the contrary, in the case of any Debt Issuanceprepayment pursuant to Section 2.13(d) in respect of a fiscal year (as opposed to any other fiscal period), Equity Issuance or Asset Saleon the date of any prepayment offer that is required to be made pursuant to such Section in respect of a fiscal year ended, (a) the Company shall be required to prepay outstanding Term Loans (under and as defined in the Opco Credit Agreement) by an amount equal to 100to, if positive, (i)(A) 50% of the Base Annual ECF Sweep Amount for such Net Cash Proceeds not later than two Business Days following fiscal year minus (B) the receipt aggregate amount of any voluntary prepayment of Term Loans (under and as defined in the Opco Credit Agreement) made pursuant to Section 2.12 of the Opco Credit Agreement during such applicable fiscal year (“Mandatory ECF Payment”) minus (ii) any amount that had been offered to, accepted by and prepaid to the Borrower or Term Lenders (under and as defined in the Opco Credit Agreement) at any time during such Subsidiary fiscal year pursuant to clause (i) of the second sentence of Section 2.13(d) of the Opco Credit Agreement (such Net Cash Proceeds and amount set forth in the preceding clause (ii) in respect of such fiscal year, the “Early Paid Amount”), and the Term Lenders (under and as defined in the Opco Credit Agreement) shall have no right to decline all or any portion of such required prepayment amount determined by such subtraction and (b) the Borrower shall be required to offer to the Term Lenders, and the Term Lenders shall have the right to decline all or any portion of such offered amount, an amount equal to, (x) (A) if the outstanding principal amount of Term Loans is greater than or equal to $500,000,000 as of the end of such fiscal year, the Pro Rata ECF Percentage of the Base Annual ECF Sweep Amount for such fiscal year and (B) if the outstanding principal amount of Term Loans is less than $500,000,000, 0% of the Base Annual ECF Sweep Amount for such fiscal year minus in each case (y) if the Early Paid Amount for such fiscal year was more than the Mandatory ECF Payment for such fiscal year, the amount by which such Early Paid Amount exceeded the Mandatory ECF Payment. No later than 5:00 p.m., New York City time, within the earlier of three Business Days (A) prior to the applicable prepayment date or (B) after the Borrower has offered prepayment of the Term Loans hereunder, each Term Lender may provide written notice to the Administrative Agent either (i) setting forth the maximum amount of the aggregate amount of its Term Loans that it wishes to have prepaid on such date pursuant to this Section (the “Requested Prepayment Amount”) or (ii) declining in its entirety any prepayment on such date pursuant to this Section. In the event that any Term Lender shall fail to provide such written notice to the Administrative Agent within the time period specified above, such Term Lender shall be deemed to have elected a Requested Prepayment Amount equal to its ratable share of such mandatory prepayment (determined based on the percentage of the aggregate amount of all Term Loans represented by such Term Lender’s Term Loans as determined immediately prior to such prepayment and without taking into account any Requested Prepayment Amount of any Qualifying other Lender). In the event that the amount of any mandatory prepayment to be made pursuant to this Section shall be equal to or exceed the aggregate amount of all Requested Prepayment Amounts of all Term Loan FacilityLenders electing (or deemed to be electing) such a prepayment, each Term Lender electing (or deemed to be electing) such a prepayment shall have an amount of its Term Loans prepaid that is equal to such Term Lender’s Requested Prepayment Amount. In the event that the amount of any mandatory prepayment to be made pursuant to this Section shall be less than the aggregate amount of all Requested Prepayment Amounts of all Term Lenders electing (or deemed to be electing) such a prepayment, each Term Lender electing (or deemed to be electing) such a prepayment shall have its Term Loans prepaid in an amount equal to the commitments product of (A) the amount of such mandatory prepayment and (B) the percentage of the aggregate Requested Prepayment Amounts of all Term Lenders electing (or deemed to be electing) such a prepayment represented by such Term Lender’s Requested Prepayment Amount. Any residual amounts after any mandatory prepayments are made pursuant to this Section 2.13(e) shall be retained by the Borrower. Mandatory prepayments of outstanding Term Loans under this Agreement shall be applied against the remaining scheduled installments due in respect of such Qualifying the Term Loan Facility immediately upon effectiveness Loans under Section 2.11 as directed by the Borrower. (f) [Reserved]. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the definitive documentation Borrower setting forth in respect thereof; provided, that any reasonable detail the calculation of the amount of such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied prepayment and (ii) to the extent such Net Cash Proceeds are reinvested inpracticable, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar at least ten days of receipt thereof; provided, further, that if any portion prior written notice of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day periodprepayment, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will shall promptly notify provide the same to each Lender Lender. Each notice of its receipt prepayment shall specify the prepayment date, the Type of each such noticeTerm Loan being prepaid and the principal amount of each Term Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under pursuant to this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and 2.13 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid paid to but excluding the date of paymentpayment and shall be subject to Section 2.16, but shall otherwise be without premium or penalty.

Mandatory Prepayments. In Within ten (10) Business Days of the event that the Borrower or receipt by any Obligor of its Subsidiaries (i) receives any Net Cash Proceeds arising from the occurrence of any Debt Issuance, Equity Issuance Casualty Event or Asset Sale consummated on or after (other than Asset Sales permitted pursuant to Section 9.09 (other than Section 9.09(h))), which, when taken together with all other Casualty Events and Asset Sales occurring since the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan FacilityClosing Date, then results in Net Cash Proceeds in excess of $1,000,000 in the aggregate, the Borrower shall prepay apply an amount equal to one hundred percent (100%) of the outstanding 364-Day Tranche Loans (Net Cash Proceeds received with respect to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance such Casualty Event or Asset Sale, in an amount equal as the case may be, to 100% (i) the prepayment of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and outstanding Loans, (ii) in the case payment of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount of the Loans being prepaid and (iii) the payment of the Prepayment Premium. Such Net Cash Proceeds shall be allocated to such prepayment and payments such that the full amount of principal, interest and the Prepayment Premium, if applicable, payable hereunder shall be paid in full with such Net Cash Proceeds. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing or shall immediately result therefrom, if, within five (5) Business Days following the occurrence of any such Casualty Event or Asset Sale, a Responsible Officer of the Borrower delivers to the Administrative Agent a notice to the effect that the Borrower intends to apply (or cause to be applied) the Net Cash Proceeds from such Casualty Event or Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Asset Sale or to the cost of purchase or constructing other assets useful in the business of the Borrower or another Obligor or business operating expenses (in the case of Net Cash Proceeds of business interruption insurance), then such Net Cash Proceeds of such Casualty Event or Asset Sale may be applied for such purpose in lieu of such mandatory prepayment otherwise required pursuant to this clause (b) to the extent such Net Cash Proceeds of such Casualty Event or Asset Sale are actually applied for such purpose; provided that, in the event that Net Cash Proceeds have not been so applied within one hundred and eighty (180) days following the occurrence of such Casualty Event or Asset Sale, the Borrower shall make a mandatory prepayment of the Loans to be made in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds with respect to such Casualty Event or Asset Sale, as the case may be, together with payment of accrued and unpaid interest on the principal amount of the Loans being so prepaid and the applicable Prepayment Premium, if applicable, with such amount of Net Cash Proceeds being allocated to but excluding the date prepayment of paymentprincipal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the payment of the Prepayment Premium, if applicable, such that the full amount payable with respect to such mandatory prepayment is paid with such unused balance of Net Cash Proceeds.

Mandatory Prepayments. (a) Promptly following the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent: (i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization; (ii) a description of the new corporate structure; and (iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control. (b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event that the Borrower Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised. (c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuancetheir respective Subsidiaries, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay repay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in by an amount equal to 100% of such Net Cash Proceeds Proceeds; provided that this mandatory prepayment obligation shall not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds apply with respect to any Asset Sale Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not be required to be applied to increase the extent such Net Cash Proceeds are reinvested inprincipal amount outstanding thereunder, or applied to (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the replacement or repair Amended and Restated Credit Agreement dated as of assets to be used inOctober 28, the business 2005 among Gerdau Ameristeel Corporation and certain of any its subsidiaries, various financial institutions named therein, as lenders, Bank of the Borrower America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Subsidiaries within 180 calendar days of receipt thereofCanada branch), as Canadian administrative agent; and provided, further, that if any portion of Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Cash Proceeds that are subject in escrow in a manner satisfactory to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or until such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentrepayment.

Mandatory Prepayments. Borrower shall make Mandatory Prepayments of the Loans and, where applicable, LC Loans as follows: (i) Borrower shall prepay the Loans and LC Loans to the extent that amounts are received as Net Disposition Proceeds, excluding Net Disposition Proceeds received from any disposition permitted by Section 6.3. (ii) Borrower shall prepay the Loans and LC Loans from any amounts on deposit in the Distribution Reserve Account in accordance with the Depositary Agreement. (iii) Borrower shall prepay the Loans and LC Loans with Loss Proceeds in accordance with the Depositary Agreement. (iv) Borrower shall prepay Tranche B Construction Loans with the Cash Grant Proceeds in accordance with the Depositary Agreement. (v) Borrower shall prepay the Loans and LC Loans with the proceeds in excess of $250,000 of Guaranteed Performance Commitment Liquidated Damages. (vi) In the event that (A) there occurs an Upwind Array Event and (B) the Borrower or any certificate delivered pursuant to Section 5.21 demonstrates that the Projected Debt Service Coverage Ratio, calculated as of its Subsidiaries (i) receives any Net Cash Proceeds arising from any each remaining Repayment Date, fails to demonstrate at least the Minimum Projected Debt Issuance, Equity Issuance or Asset Sale consummated on or after Service Coverage Ratio according to the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan FacilityP50 Production Scenario and the P99 Production Scenario as set forth in the Base Case Projections, then the Borrower shall prepay the outstanding 364-Day Term Loans, Tranche C Loans and LC Loans in accordance with clause sixth of Section 4.2(c) of the Depositary Agreement not later than the next Repayment Date after the Adjustment Date (or, if such Upwind Array Event occurs prior to the extent thereofTerm Conversion Date, within ten (10) Banking Days of the Adjustment Date), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount and applied to principal installments as selected by Borrower sufficient to achieve a Projected Debt Service Coverage Ratio equal to 100% or greater than the Minimum Projected Debt Service Coverage Ratio according to both production scenarios as set forth in the Base Case Projections and the Loan Amortization Schedule shall be deemed amended and revised to take into account the amount of such Net Cash Proceeds not later than two Business Days following prepayment. (vii) If a WTG Location Variance Event has occurred, and Administrative Agent has determined that a WTG Overleverage Amount is payable by Borrower, Borrower shall prepay, through a Borrowing of Tranche B Construction Loans on the receipt by Term Conversion Date, the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, Tranche A Construction Loans in an amount equal to the commitments lesser of (A) the WTG Overleverage Amount and (B) the difference of (1) the amount of any Available Tranche B Construction Loan Commitments on such date less (2) the amount of Tranche B Construction Loans that would otherwise be needed to pay or reserve for Project Costs necessary to be funded in respect of such Qualifying order for the Term Conversion Date to occur, and the Term Loan Facility immediately upon effectiveness Commitments shall be automatically reduced in an aggregate amount equal to the amount of Tranche A Construction Loans prepaid by Borrower pursuant to this Section 2.8(c)(vii). (viii) Borrower shall prepay the Term Loans, Tranche C Loans and LC Loans in accordance with clause sixth of Section 4.2(c) of the definitive documentation Depositary Agreement in respect thereof; providedan amount equal to the WTG Overleverage Term Loan Amount. (ix) Borrower shall prepay the LC Loans in accordance with clause fifth of Section 4.2(c) of the Depositary Agreement, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair remaining installments of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion principal of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end LC Loans in inverse order of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentmaturity.

Mandatory Prepayments. (i) Not later than five (5) Business Days following the receipt of any Net Cash Proceeds of any Asset Sale of Parras Cone Machinery and Equipment, Parras Cone Land and Buildings or Equity Interests of any Subsidiary Guarantor, Borrower shall apply an amount equal to the applicable NFLV – Parras Cone Machinery and Equipment, FMV – Parras Cone Land and Buildings or Net Cash Proceeds with respect thereto to prepay the Term Loans. (ii) In the event that the Borrower insurance proceeds are payable in respect of any Casualty Event or any series of related Casualty Events, Borrower may elect to restore or replace the property affected by such Casualty Event so long as no Event of Default shall have occurred and be continuing and provided that Borrower provides notice to the Agent within fifteen (15) days of the occurrence of the Casualty Event of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuanceelection to restore or replace the affected property; provided that, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facilityif Borrower does not deliver such notice within such 15-day period, then the Borrower shall prepay the outstanding 364-Day Tranche Term Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following proceeds. If Borrower so elects, it shall deliver to the receipt by Agent, within forty-five (45) days from the Borrower delivery of the notice referenced above, a restoration or such Subsidiary replacement plan, for the application of such Net Cash Proceeds insurance proceeds and (ii) in any other funds available to Borrower to restore or replace the case of any Qualifying property; provided that, if Borrower does not deliver such restoration or replacement plan within such 45-day period, Borrower shall prepay the Term Loan Facility, Loans in an amount equal to the commitments in respect 100% of such Qualifying Term Loan Facility immediately upon effectiveness proceeds. All restoration or replacement of property must be completed within two hundred seventy (270) days of the definitive documentation Casualty Event. Borrower shall prepay the Term Loans in respect thereof; provided, that any such Net Cash Proceeds with respect an amount equal to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion 100% of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event proceeds within two (2) Business Days following the expiration of receiptsuch two hundred seventy (270) notify the Administrative Agent day period. (iii) Immediately upon receipt by ITG, or any Holding Company of ITG or BST, of the Net Issuance Proceeds of any issuance of Stock (as defined in the Revolving Loan Agreement) or Stock Equivalents (as defined in the Revolving Loan Agreement) (including any capital contribution but excluding any Net Issuance Proceeds from Excluded Equity Issuances), Borrower shall prepay, or cause to be prepaid, the Term Loans in an amount equal to the Relative Commitment Factor as of such date multiplied by such Net Issuance Proceeds. (iv) Immediately upon receipt by the Borrower or such any of the Subsidiary Guarantors of the Net Cash Proceeds of any Equity Issuance, Borrower shall prepay the Term Loans in an amount equal to all such Net Cash Proceeds. (v) Immediately upon receipt by ITG, or any Holding Company of ITG or BST, of the Net Issuance Proceeds and/or of Holdco Debt, Borrower shall prepay, or cause to be prepaid, the effectiveness Term Loans in an amount equal to the Relative Commitment Factor as of such definitive documentationdate multiplied by such Net Issuance Proceeds. (vi) Immediately upon receipt by Borrower or any of the Subsidiary Guarantors of the Net Cash Proceeds of any Debt Issuance, as applicable, and Borrower shall prepay the Administrative Agent will promptly notify each Lender of its receipt of each Term Loans in an amount equal to all such noticeNet Cash Proceeds. All mandatory prepayments of Borrowings under this made pursuant to Section 2.12 2.6(b) shall be applied as set forth in Section 2.10, shall not be subject to payment of break funding losses (if any) as set forth in Section 2.17, but shall otherwise be without premium or penalty2.11, and shall be accompanied by accrued and unpaid payment of interest on the principal amount of such prepayment accrued to be prepaid to but excluding the date of paymentsuch prepayment. Any portion of the Term Loans prepaid pursuant to this Section 2.6 may not be reborrowed.

Mandatory Prepayments. In (a) Within three Business Days after each date following the event that the Borrower Initial Borrowing Date upon which any Credit Party or any of its Subsidiaries (i) receives shall receive any Net Cash Proceeds arising cash proceeds from any Debt Issuance or Equity Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay outstanding principal of the outstanding 364-Day Tranche Bridge Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of its Pro Rata Share of the Net Debt Proceeds of such Debt Issuance or of the Net Cash Equity Proceeds not later than two of such Equity Issuance, as the case may be. (b) In addition to any other mandatory prepayment pursuant to this Section 3.3, within three Business Days after each date following the receipt by Initial Borrowing Date upon which any Credit Party or any of its Subsidiaries shall receive any cash proceeds from any Disposition, the Borrower or such Subsidiary shall prepay outstanding principal of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, Bridge Loans in an amount equal to 100% of its Pro Rata Share of the commitments in respect Net Disposition Proceeds of such Qualifying Term Loan Facility immediately Disposition. (c) In addition to any other mandatory prepayment pursuant to this Section 3.3, within 5 days following each date on and after the Initial Borrowing Date upon effectiveness which any Credit Party or any of its Subsidiaries shall receive any cash proceeds from any Recovery Event, the Borrower shall prepay outstanding principal of the definitive documentation Bridge Loans in respect thereofan amount equal to 100% of the Borrower's Pro Rata Share of the Net Insurance Proceeds of such Recovery Event; provided, however, that any so long as no Default or Event of Default shall then exist, such Net Cash Proceeds with respect to any Asset Sale proceeds shall not be required to be so applied on such date to the extent that the Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such Net Cash Insurance Proceeds are reinvested in, or applied to were paid no later than 180 days following the replacement or repair date of assets the receipt of such proceeds (which certificate shall set forth the estimates of the proceeds to be used in, the business of any of the Borrower so expended); and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if all or any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are proceeds shall not be so reinvested applied within such 180 calendar 180-day period, such unused portion shall be applied immediately at on the end last day of such period as a mandatory prepayment of principal of outstanding Bridge Loans as provided in this Section 3.3(c). (d) In addition to any other mandatory prepayment pursuant to this Section 3.3, on each Excess Cash Payment Date, the Borrower shall prepay outstanding principal of the Bridge Loans in an amount equal to 100% of Excess Cash Flow for the relevant Excess Cash Payment Period. (e) Each prepayment of Bridge Loans made pursuant to this Section 3.3 shall be applied pro rata among the respective Bridge Loans of the Lenders. (f) Notwithstanding the previous provisions of this Section 3.3, the Borrower shall not be required to repay outstanding principal of the Bridge Loans pursuant to this Section 3.3 to the 364-Day Tranche Loans. The Borrower shall promptly (and in extent that any event within two (2) Business Days of receipt) notify the Administrative Agent of legal or material contractual restriction prevents the receipt by the Borrower, in the form of a Dividend or other distribution or transfer, of the cash proceeds from any Debt Issuance, Equity Issuance, Disposition or Recovery Event, provided that (i) any such contractual restriction was entered into in writing prior to the Effective Date, (ii) the Borrower has used commercially reasonable efforts to remove or mitigate any such legal or contractual restriction, (iii) this clause (f), as applied to any material contractual restriction, shall not relieve the obligation of the Borrower to repay the principal of the Bridge Loans with the proceeds of the Argentine Disposition and (iv) any such cash proceeds that, but for this clause (f) would have been applied to repay Bridge Loans pursuant to this Section 3.3, shall be invested and maintained by the Borrower or such a Subsidiary of the Borrower in one or more Cash Equivalents and not for any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentother purpose.

Mandatory Prepayments. In The Borrower shall make prepayments of the event that outstanding amount of the Term Loan (in addition to the scheduled principal installments) upon not less than one Business Day's prior notice to the Agent, in amounts equal to either or both of the following: (i) 75% of Excess Cash Flow of the Borrower for any fiscal year ending December 31, 2001 or thereafter, minus the aggregate principal amount of all voluntary prepayments of the Term Loan made during such fiscal year; (ii) 100% of the Net Sales Proceeds received by the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising Subsidiary from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date Sales permitted by this Agreement or (iiif not permitted by this Agreement) enters into definitive documentation for any Qualifying Term Loan Facility, then consented to by the Borrower shall prepay Agent and the outstanding 364-Day Tranche Loans Required Lenders; and (iii) to the extent thereof), (i) in the case of any Debt Issuanceoutstanding principal on Term Loan Two, Equity Issuance or Asset Sale, in an amount equal to 100% of such the Net Cash Equity Proceeds not later than two Business Days following the receipt received by the Borrower or any Subsidiary from Equity Issuances. In the case of clause (i), the prepayment shall be made within 10 days after the Agent's receipt of the annual audited financial statements of the Borrower, but in no event later than 130 days after the end of each fiscal year of the Borrower; provided that no such Subsidiary prepayment based on the Excess Cash Flow of the Borrower for any fiscal year shall be required if the Leverage Ratio as of the end of such Net Cash Proceeds and fiscal year is less than 2.75 to 1.00. In the case of clause (ii) in and clause (iii), the case prepayment shall be made not later than 30 days after the consummation of any Qualifying the Asset Sale or Equity Issuance, as applicable. Once Term Loan FacilityTwo is repaid in full, in an amount equal to clause (iii) shall no longer apply. If such prepayment constitutes a repayment of a Eurodollar Advance on a date which is not the commitments in respect last day of such Qualifying Term Loan Facility immediately upon effectiveness of a Eurodollar Interest Period, the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale Borrower shall not be required to pay any amounts that would otherwise be applied due under this Agreement (including without limitation, Section 3.4) for the repayment of a Eurodollar Rate Advance prior to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any last day of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of Eurodollar Interest Period. Any such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion mandatory prepayment shall be applied immediately at the end of such period first to the 364-Day Tranche Loans. The Borrower shall promptly principal installments payable on Term Loan Two (and until Term Loan Two is repaid in any event within two (2full) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentationand, as if applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject then to Section 2.17, 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 installments payable on Term Loan One, in each case in the date inverse order of paymentmaturity.

Mandatory Prepayments. In (i) [Reserved]. (ii) From and after the Amendment No. 2 Effective Date and solely during a Secured Covenant Period, if the Lead Borrower or any Restricted Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $15.0 million in a single transaction or in a series of related transactions or $25.0 million in the aggregate for all such Dispositions or Events of Loss during such fiscal year, then promptly and in any event that within five (5) Business Days of receipt by the Borrower or any the Restricted Subsidiary of its Subsidiaries (i) receives any the Net Cash Proceeds arising from any Debt Issuanceof such Disposition or such Event of Loss, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Lead Borrower shall prepay the outstanding 364-Day Tranche Loans (Term Loans, in an aggregate amount equal to 100.00% of the extent thereof)amount of all such Net Cash Proceeds in excess of the amount specified above; provided that, (i) in the case of any Debt Issuanceeach Disposition and Event of Loss, Equity Issuance if the Lead Borrower or Asset Salethe applicable Restricted Subsidiary intends to invest or reinvest, as applicable, within twelve (12) months of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in an amount equal assets used or useful in the operations of the Lead Borrower or its Subsidiaries, then the Lead Borrower shall not be required to 100% make a mandatory prepayment under this Section in respect of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are actually invested or reinvested inwithin such twelve-month period, or applied the Lead Borrower or a Restricted Subsidiary has committed to so invest or reinvest such Net Cash Proceeds during such twelve-month period and such Net Cash Proceeds are so reinvested within 180 days after the expiration of such twelve-month period; provided, however, that if any Net Cash Proceeds have not been so invested or reinvested prior to the replacement or repair expiration of assets to be used inthe applicable period, the business Borrower shall promptly prepay the Term Loans in the amount of any such Net Cash Proceeds in excess of the Borrower and its Subsidiaries within 180 calendar days of receipt thereofamount specified above not so invested or reinvested; provided, further, that if, at the time that any such prepayment would be required hereunder, the Lead Borrower is required to prepay or offer to repurchase any other Indebtedness secured on a pari passu basis (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis) with the Obligations pursuant to the terms of the documentation governing such Indebtedness with such Net Cash Proceeds (such Indebtedness (or Refinancing Indebtedness in respect thereof) required to be prepaid or offered to be so repurchased, the “Other Applicable Indebtedness”), then the Lead Borrower may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repurchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness (or accreted amount if any such Other Applicable Indebtedness is issued with original issue discount) at such time; provided that the portion of such Net Cash Proceeds that are subject allocated to the immediately preceding proviso are Other Applicable Indebtedness shall not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at exceed the end amount of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or required to be allocated to the effectiveness of such definitive documentation, as applicableOther Applicable Indebtedness pursuant to the terms thereof, and the Administrative Agent will remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(c)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly notify each Lender of its receipt be applied to prepay the Term Loans in accordance with the terms hereof. The amount of each such noticeprepayment shall be applied to the outstanding Term Loans of each Class pro rata, until paid in full. (iii) [Reserved]. (iv) [Reserved]. (v) The Borrowers shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 2.10, prepay the Revolving Loans and, if necessary after such Revolving Loans have been repaid in full, replace or cause to be cancelled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the L/C Issuers) outstanding Letters of Credit by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitments have been so reduced. All prepayments Each prefunding of Borrowings L/C Obligations that the Borrowers choose to make to the Administrative Agent as a result of the application of this clause (v) by the deposit of cash or Cash Equivalents with the Administrative Agent shall be made in accordance with Section 7.4. (vi) Notwithstanding any provision under this Section 2.12 2.8(c) to the contrary, (A) any amounts that would otherwise be required to be paid by the Lead Borrower pursuant to Section 2.8(c)(ii) above shall not be required to be so prepaid to the extent any such Disposition is consummated by a Foreign Subsidiary, such Net Cash Proceeds in respect of any Event of Loss are received by a Foreign Subsidiary or such Indebtedness is incurred by a Foreign Subsidiary, for so long as the repatriation to the United States of any such amounts would be prohibited under any Applicable Laws (including any such laws with respect to financial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance and similar legal principles, restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries) and (B) if the Lead Borrower determines in good faith that the repatriating of any amounts required to mandatorily prepay the Loans pursuant to Section 2.8(c)(ii) above would result in a tax liability that is material to the amount of funds otherwise required to be repatriated (including any withholding tax) (such amount in clauses (A) and (B), a “Restricted Asset Sale Amount”), the amount the Lead Borrower shall be subject required to mandatorily prepay pursuant to Section 2.17, but shall otherwise be without premium or penalty, and 2.8(c)(ii) shall be accompanied reduced by accrued the Restricted Asset Sale Amount until such time as it may repatriate such Restricted Asset Sale Amount without incurring such tax liability. (vii) Notwithstanding the foregoing, each Term A-2 Lender and unpaid interest on Term A-3 Lender shall have the right to reject its applicable Term Loan Percentage of any mandatory prepayment of the Term Loans pursuant to Section 2.8(c)(ii) above (each such Lender, a “Rejecting Lender”); provided that any amount rejected by a Rejecting Lender may be retained by the Borrower (the aggregate amount of such proceeds so rejected as of any date of determination, the “Declined Proceeds”). (viii) Unless the applicable Borrower otherwise directs, prepayments of Revolving Loans under this Section 2.8(c) shall be applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Term Benchmark Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.8(c) shall be made by the payment of the principal amount to be prepaid together with any amounts due the Lenders under Section 8.1. Except as otherwise provided in Section 2.8(c)(ii), mandatory prepayments of the Term Loans shall be applied to but excluding each Class of Term Loans on a pro rata basis and applied to the installments thereof as directed by the Lead Borrower, or if not so specified before the date of required payment, in the direct order of maturity other than with respect to that portion of any installment held by a Rejecting Lender.

Mandatory Prepayments. In the event that the Borrower Unless any amount described in clauses (a) or (b) below, solely with respect to ABL Priority Collateral, or any amount described in clauses (d) or (e) below, is required to reduce the ABL Obligations in accordance with the terms of its Subsidiaries the ABL Credit Agreement prior to the Discharge of ABL Obligations, and is actually applied to reduce the ABL Obligations in accordance with the terms of the ABL Credit Agreement (iand otherwise subject to the terms of the Intercreditor Agreement): (a) If any Loan Party receives Net Proceeds as a result of a Disposition of any Net Cash Proceeds arising from property of any Debt IssuanceLoan Party or Subsidiary thereof as set forth in clause (a) of the definition of Prepayment Event, Equity Issuance or Asset Sale consummated on or then within three (3) Business Days after the Effective Date or (ii) enters into definitive documentation for receipt by any Qualifying Loan Party of such Net Proceeds, the Borrowers shall make a prepayment of the Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds. (b) If any Loan Party receives Net Proceeds not later than two as a result one or more recovery events in respect of property as set forth in clause (b) of the definition of Prepayment Event, then within three (3) Business Days following the date of receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Net Proceeds, the Borrowers shall make a prepayment of the Term Loan Facility, in an amount equal to 100% of the commitments Net Proceeds then received from such Prepayment Event. (c) [Reserved]. (d) Upon the occurrence of an event set forth in respect clause (d) of Prepayment Event, then within three (3) Business Days following the date of receipt of any Net Proceeds, the Borrowers shall make a prepayment of the Term Loan in an amount equal to 100% of the Net Proceeds then received from such Prepayment Event. (e) If an event set forth in clause (e) of Prepayment Event has occurred, then within three (3) Business Days Business Days following the date of receipt of any Net Proceeds, the Borrowers shall make a prepayment of the Term Loan in an amount equal to 100% of the Net Proceeds then received from such Prepayment Event. (f) If for any reason the Combined Total Outstandings at any time exceed the sum of the ABL Aggregate Borrowing Base and the Aggregate Borrowing Base as then in effect, then (a) until the Discharge of ABL Obligations, the Borrowers shall immediately prepay first, the ABL Obligations and, then, the Term Loan and (b) thereafter, the Borrowers shall immediately prepay the Term Loan, in each case of clauses (a) and (b), in an aggregate amount to eliminate such excess. (g) Each prepayment of the Term Loan made pursuant to this Section 2.06 shall be applied to scheduled installments thereof in inverse order of maturity and accompanied by the payment of (i) accrued interest to the date of such Qualifying payment on the amount prepaid and (ii) whether before or after an Event of Default or acceleration, the Early Termination Fee, if any, payable pursuant to Section 2.04 in connection with any prepayment of the Term Loan. (h) No later than three (3) Business Days in advance of the making of any mandatory prepayment pursuant to this Section 2.06 (other than Section 2.06(f) above), Borrowers shall deliver, or cause to be delivered, to the Administrative Agent for distribution to the Lenders written notice of the amount and date of such mandatory prepayment. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of the Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied made pursuant to the extent such Net Cash Proceeds are reinvested inclauses (a), or applied (b), (c), (d), and (e) of this Section 2.06 by providing written notice (each, a “Rejection Notice”) to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of and the receipt by Lead Borrower no later than 5:00 P.M. (New York City time) one (1) Business Day prior to the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness scheduled date of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each prepayment. Each Rejection Notice from a Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on specify the principal amount of the mandatory prepayment to be prepaid rejected by such Lender. If a Lender fails to but excluding deliver a Rejection Notice to Administrative Agent within the date time frame specified above or such Rejection Notice fails to specify the principal amount of paymentthe prepayment to be rejected, any such failure will be deemed to be an acceptance of the total amount of such mandatory prepayment of the Term Loan. Any Declined Proceeds may be retained by the Borrowers.

Mandatory Prepayments. In (a) Not later than thirty (30) Business Days following receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds of any Disposition or Recovery Event, the Borrower shall prepay the Obligations in accordance with Section 2.12(c) in an amount equal to such Net Cash Proceeds; provided that such prepayment shall not be required (i) if the Borrower has notified the Administrative Agent prior to the expiration of such 30-Business Day period that such Net Cash Proceeds are to be used to repair or replace the property subject to such Disposition or Recovery Event or to acquire other property useful in the business of the Borrower or its Subsidiaries, and either such use or acquisition shall occur, or a binding commitment for such use or acquisition shall have been entered into, within one year of the date of such Disposition or Recovery Event, (ii) if the aggregate amount of such Net Cash Proceeds that arc not reinvested or committed for such reinvestment in accordance with the foregoing clause (i) hereof is less than or equal to (x) with respect to the Net Cash Proceeds of Dispositions, $10,000,000 in any Fiscal Year and (y) with respect to the Net Cash Proceeds of Recovery Events, $1,000,000 in any Fiscal Year and (iii) in the event such Disposition occurs outside of the United States, if the Borrower has reasonably determined that the repatriation of such Net Cash Proceeds, and the related prepayment required pursuant to this clause (a), would cause a material adverse tax consequence on the Borrower; provided further that if the Borrower shall fail to reinvest such Net Cash Proceeds within such one-year period but shall have notified the Administrative Agent prior to the expiration of such one-year period in writing of an Investment that the Borrower has committed to make with such Net Cash Proceeds, then such one-year reinvestment period shall be extended for an additional 180 days. (b) Promptly upon (but in any event no later than one (1) Business Day following) the receipt by the Borrower or any of its Subsidiaries (i) receives of any Net Cash Proceeds arising from any Debt IssuanceCure Amounts, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (iObligations in accordance with Section 2.12(c) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt Proceeds. (c) Any prepayments made by the Borrower pursuant to Sections 2.12(a) or such Subsidiary (b) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective Pro Rata Shares of such Net fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective Pro Rata Shares of such interest and fees; fourth, to the principal balance of the Term Loans, the Add-On Term Loans and the Incremental Term Loan A on a ratable basis, until all of the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of each respective Term Loan, the Add-On Term Loans and the Incremental Term Loan A and applied to the principal installments of the Term Loans, the Add-On Term Loans and the Incremental Term Loan A on a pro rata basis; fifth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender, sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments and seventh, to Cash Proceeds Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fifth through seventh above, unless a Default or an Event of Default has occurred and is continuing and Lenders (excluding any Defaulting Lender) holding more than 50% of the Revolving Commitments so request. (d) If at any time (i) the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, (ii) in the case Revolving Dollar Credit Exposure of any Qualifying Term Loan Facilityall Dollar Lenders exceeds the aggregate Dollar Commitments or (iii) the Revolving Multicurrency Credit Exposure of all Multicurrency Lenders exceeds the aggregate Multicurrency Commitments, as reduced pursuant to Section 2.8 or otherwise, the Borrower shall immediately, upon the earlier of demand from the Administrative Agent or knowledge of a Responsible Officer of the Borrower, repay Swingline Loans (if such excess is with respect to the Multicurrency Commitment) and applicable Revolving Loans in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; providedexcess, that any such Net Cash Proceeds together with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each prepayment shall be applied first to the principal Swingline Loans (if such excess is with respect to the Multicurrency Commitment) to the full extent thereof, second, within the affected Class, first to the Base Rate Loans to the full extent thereof, and then to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, (i) the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments or (ii) the Revolving Multicurrency Credit Exposure of all Lenders exceeds the aggregate Multicurrency Commitments, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to be prepaid to but excluding the date of paymentsuch excess plus any accrued and unpaid fees thereon.

Mandatory Prepayments. In the event that (a) Upon receipt by the Borrower or any of its Subsidiaries (i) receives any of Net Cash Proceeds arising from any Debt Issuance or Equity Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall promptly, but in any event within two Business Days of the receipt thereof, prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds Proceeds; provided, however, that the amount of any prepayment required by this Section 2.12(a) shall not later than two Business Days following exceed the amount of the Obligations outstanding at such time. (b) Upon receipt by the Borrower or such Subsidiary any of such its Subsidiaries of Net Cash Proceeds and (ii) arising from any Asset Sale, the Borrower shall promptly, but in any event within two Business Days of the case of any Qualifying Term Loan Facilityreceipt thereof, prepay the Loans in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness 50% of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion amount of such Net Cash Proceeds that are subject Proceeds, but only to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any extent that such Net Cash Proceeds, when aggregated with the Net Cash Proceeds and/or of all Asset Sales occurring after the effectiveness Effective Date, exceeds $50,000,000; provided, however, that the amount of any prepayment required by this Section 2.12(b) shall not exceed the amount of the Obligations outstanding at such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. time. (c) All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.172.15, if applicable, but shall otherwise be without premium or penalty, and . All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be being prepaid to but excluding the date of payment. (d) Notwithstanding any other provision of this Section 2.12, if a mandatory prepayment of LIBOR Loans is required pursuant to this Section 2.12 on a date that is not an Interest Payment Date, unless an Event of Default shall have occurred and be continuing, the Borrower may delay such mandatory prepayment until the earlier of (i) the next succeeding Interest Payment Date and (ii) a date that is 10 days after the receipt of the applicable Net Cash Proceeds.

Mandatory Prepayments. In (i) Immediately upon any voluntary or involuntary sale or disposition of property or assets of Parent (other than Stock owned by Parent that is not the event that the Stock of Borrower or any of its Borrower’s Subsidiaries), Borrower, or any of Borrower’s Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuanceincluding casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions), Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364principal balance of the Term Loan in accordance with Section 2.4(d) in an amount equal to 100% of the Net Cash Proceeds in excess of $250,000 per year received by all such Persons, in the aggregate, in connection with such sales or dispositions; provided that, so long as (A) no Event of Default shall have occurred and is continuing, (B) Borrower shall have given Agent prior written notice of Parent’s, Borrower, or Borrower’s Subsidiaries’ intention to apply such Net Cash Proceeds to the costs of replacement of the properties or assets which are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent and Borrower and its Subsidiaries, (C) such Net Cash Proceeds are held in a Deposit Account in which Agent has a perfected first-Day Tranche Loans priority security interest, and (D) Parent, Borrower, and Borrower’s Subsidiaries complete such replacement, repair, purchase or construction within 180 days after the initial receipt of such Net Cash Proceeds (or enter into a commitment for such replacement, repair, purchase or construction within 180 days after the initial receipt of such Net Cash Proceeds so long as such replacement, purchase, or construction is completed within 270 days after the initial receipt of such Net Cash Proceeds), Parent, Borrower and Borrower’s Subsidiaries shall have the option to apply such Net Cash Proceeds to the costs of replacement or repair of the property or assets which are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Parent, Borrower, and Borrower’s Subsidiaries unless and to the extent thereof)that (x) such applicable period shall have expired without such replacement, repair, purchase or construction being made or completed or (iy) any Event of Default occurs and is continuing (and in the case of either (x) or (y), any Debt Issuanceamounts remaining in the cash collateral account shall be paid to Agent and applied as set forth above). Nothing contained in this subclause (i) shall permit Parent, Equity Issuance Borrower, or Asset Saleany of Borrower’s Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 6.4. (ii) After the occurrence and during the continuation of an Event of Default, and immediately upon the receipt by Parent, Borrower, or any of Borrower’s Subsidiaries of any Extraordinary Receipts, Borrower shall prepay the outstanding principal balance of the Term Loan in accordance with clause (d) below in an amount equal to 100% of such Extraordinary Receipts, net of any fees, commissions, and expenses incurred (including taxes paid, payable, or estimated to be payable) in collecting or receiving such Extraordinary Receipts. (iii) Immediately upon the issuance or incurrence by Parent, Borrower or any of their respective Subsidiaries of any Indebtedness permitted under Section 6.1(k), to the extent that such Indebtedness is incurred on or after January 1, 2006, Borrower shall prepay the outstanding principal balance of the Term Loan in accordance with clause (d) below, in an amount equal to 100% of such the Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 paymentIndebtedness.

Mandatory Prepayments. In (a) Unless the event that Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrower Company or any of its Restricted Subsidiaries (excluding any Indebtedness permitted under Section 7.02), then not later than the next Business Day following such incurrence, the Loans shall be prepaid by an amount equal to the amount of the Net Cash Proceeds of such incurrence. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Company or any of its Restricted Subsidiaries receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, not later than the fifth Business Day following the receipt by the Company or such Restricted Subsidiary of such Net Cash Proceeds, on such date, the Loans shall be prepaid by an amount equal to the amount of such Net Cash Proceeds; provided that (i) receives notwithstanding the foregoing, on each Reinvestment Prepayment Date, the Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount (or, in the case of a Reinvestment Prepayment Date described in clause (b) of the definition thereof with respect to only a portion of the relevant Reinvestment Deferred Amount, an amount equal to such portion) with respect to the relevant Reinvestment Event and (ii) any such prepayment shall only be required with the aggregate amount of Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated or Recovery Event received in any fiscal year of the Company in excess of $10,000,000. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.05. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Company commencing with the fiscal year ending January 31, 2019, there shall be Excess Cash Flow (provided, however, that with respect to any fiscal year in which the Spin-Off occurs, Excess Cash Flow shall only be calculated in respect of the portion of such fiscal year subsequent to the Spin-Off), then, on the relevant Excess Cash Flow Application Date, the Loans shall be prepaid by an amount equal to (x) the ECF Percentage of such Excess Cash Flow minus (y) voluntary payments of Term Loans or after Revolving Credit Loans (accompanied by an equal permanent reduction of the Effective Date Revolving Credit Commitments) under Section 2.09 during such fiscal year but only to the extent that such prepayments do not (i) occur pursuant to a refinancing of all or any portion of such Term Loans or Revolving Credit Loans or (ii) enters into definitive documentation utilize the Available Amount. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of the date on which the financial statements of the Company referred to in Section 6.01(a), for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (fiscal year with respect to the extent thereof)which such prepayment is made, (i) in are required to be delivered to the case Lenders and (ii) are actually delivered. (d) In the event of any Debt Issuancetermination of all the Revolving Credit Commitments, Equity Issuance each Borrower shall, on the date of such termination, repay or Asset Saleprepay all its outstanding Revolving Credit Loans and replace or cause to be canceled (or Cash Collateralize or make other arrangements reasonably satisfactory to the Administrative Agent and each applicable Issuing Lender with respect to) all outstanding Letters of Credit issued by such Issuing Lender. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitment, then the Borrowers shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Loans and, after the Revolving Credit Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Lender with respect to) Letters of Credit issued by such Issuing Lender in an amount equal sufficient to 100% eliminate such excess. (e) Notwithstanding any other provisions of this Section 2.10, (i) to the extent that any or all of the Net Cash Proceeds of any Asset Sale or Recovery Event by a Foreign Subsidiary or Excess Cash Flow estimated in good faith by the Company to be attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary duties of directors and managers of Foreign Subsidiaries) from being repatriated to the United States or passed on to or used for the benefit of the Company, the portion of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Excess Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.10 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as applicable local law delays or will not permit repatriation thereof to the United States (the Company hereby agreeing to cause the applicable Foreign Subsidiary to use commercially reasonable efforts in compliance with applicable law to effect such repatriation), and once such repatriation to the United States of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under applicable local law, such repatriation to the United States will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days, or such later date as is acceptable to the Administrative Agent, after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans to the extent otherwise required under this Section 2.10, (ii) to the extent that the Company has determined in good faith that repatriation to the United States of any of or all the Net Cash Proceeds of any Disposition by a Foreign Subsidiary or Excess Cash Flow estimated in good faith by the Company to be attributable to Foreign Subsidiaries or passing on to or use thereof for the benefit of the Company could reasonably be expected to cause significant adverse tax consequences to the Company or any of its Restricted Subsidiaries, such Net Cash Proceeds are reinvested inor 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 180 days from the date on which any such Net Cash Proceeds so retained would otherwise have been required to be applied to prepayments to the replacement extent otherwise required under Section 2.10(b) or repair of assets any such Excess Cash Flow would have been required to be used inapplied to prepayments pursuant to Section 2.10(c), the business Company applies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by or was attributable to the Company rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated to the United States (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary) and (iii) to the extent that any or all of the Net Cash Proceeds of any Asset Sale or Recovery Event or Excess Cash Flow estimated in good faith by the Company to be attributable to non-Wholly Owned Restricted Subsidiaries are prohibited or delayed by organizational document restrictions to the extent not created in contemplation of such prepayments from being passed on to or used for the benefit of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; providedCompany, further, that if any the portion of such Net Cash Proceeds that are subject or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.10 but may be retained by the applicable non-Wholly Owned Restricted Subsidiary so long, but only so long, as the organizational documents of such non-Wholly Owned Restricted Subsidiary delays or will not permit funding such prepayment (the Company hereby agreeing to cause the applicable non-Wholly Owned Restricted Subsidiary to use commercially reasonable efforts in compliance with its organizational documents to effect such prepayment), and once such prepayment of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the non-Wholly Owned Restricted Subsidiaries organizational documents, such prepayment of the Loans to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall extent otherwise required under this Section 2.10 will be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly effected (and in any event within not later than two (2) Business Days of receipt) notify Days, or such later date as is acceptable to the Administrative Agent Agent, after such organizational restrictions are removed). For the avoidance of doubt, but without limiting the Company’s obligations under this Section 2.10, in no circumstance shall this Section 2.10 require any Foreign Subsidiary to make any dividend of or otherwise repatriate for the benefit of the receipt by the Borrower or such Subsidiary Company any portion of any such Net Cash Proceeds and/or the effectiveness of received by such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each Foreign Subsidiary or Excess Cash Flow attributable to any such notice. Foreign Subsidiary. (f) All prepayments of Borrowings under made pursuant to this Section 2.12 2.10 shall be subject to Section 2.172.19, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid repaid to but excluding the date of payment. (g) Each prepayment of Loans pursuant to this Section 2.10 shall be applied first, pro rata to the installments of Term Loans which are scheduled to mature in the 24-month period immediately following such prepayment, second, to remaining installments of Term Loans pro rata according to the outstanding principal amounts thereof, third, if no Term Loans are outstanding, to prepay outstanding Revolving Credit Loans to the full extent thereof, and fourth, if no Term Loans or Revolving Credit Loans are outstanding, to Cash Collateralize any outstanding Letters of Credit (up to an aggregate amount equal to the aggregate undrawn face amount of all such Letters of Credit) (it being understood that any such repayment or Cash Collateralization shall not permanently reduce Revolving Credit Commitments). Notwithstanding anything in this Section 2.10(g), any Term Loan Lender may elect not to accept its pro rata portion of any amount prepaid under this Section 2.10 pursuant to procedures reasonably satisfactory to the Administrative Agent (each such Term Loan Lender, a “Declining Lender”), and the Company or applicable Subsidiary Borrower shall retain for its own account such amount (the “Declined Amount”) declined by a Declining Lender. (h) The Company shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.10, (1) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment and (2) at least one Business Day prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid.

Mandatory Prepayments. In Subject to the event that terms of the Borrower Intercreditor Agreement, (a) Upon the occurrence of a Change of Control, the Borrowers shall make Full Payment of all Obligations. (b) When an Obligor or any of its Subsidiaries Subsidiary thereof (iother than a Foreign Subsidiary) receives makes any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or Disposition (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans other than a disposition described under clause (to the extent thereofa), (ib), (c), (d), (e), (f) in or (g) of the case definition of “Permitted Asset Disposition” hereof) or experiences any Debt IssuanceAsset Loss Event, Equity Issuance or Asset Sale, the Borrowers shall repay the Loans in an amount equal to 100% of the Net Cash Proceeds thereof, such repayments to be made promptly but in no event more than five (5) Business Days following receipt of such Net Cash Proceeds, and until the date of payment, such Net Cash Proceeds not later than two Business Days following shall be held in trust for Collateral Agent; provided. however, that the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale foregoing received since the Closing Date shall not be required to be applied to the prepayment of the Loans to the extent such proceeds are to be reinvested in or otherwise used to replace, repair or restore the properties or assets used in such Obligor’s or such Subsidiary’s, as applicable, business and so long as: (i) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (ii) Borrower Representative delivers a certificate to Collateral Agent within three (3) Business Days after such Asset Disposition or ten (10) Business Days after the occurrence of Asset Loss Event (as applicable), stating that such Net Cash Proceeds shall be used (or committed to be used) to reinvest in new assets useful in the business, or otherwise replace, repair or restore any such properties or assets to be used in such Obligor’s or such Subsidiaries’ business, as the case may be, within a period specified in such certificate not to exceed 270 days (or such longer period as Collateral Agent may agree, but not to exceed 360 days without the Required Lenders’ consent) after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended and shall set forth in reasonable detail any plans for such replacement, repair or restoration, which shall be acceptable to Collateral Agent in its Permitted Discretion) and (iii) such Net Cash Proceeds are reinvested in, or applied deposited in a non-interest bearing account subject to the replacement or repair dominion and control of assets to be used inCollateral Agent (or, so long as the Revolver Agreement is in effect, the business Revolving Credit Agent, acting as agent for Collateral Agent) which proceeds shall then be disbursed by Collateral Agent to such Obligor or such Subsidiary promptly upon Borrower Representative’s written request therefor setting forth in reasonable detail the use of any of such proceeds and certifying that such proceeds are being applied in the Borrower and its Subsidiaries within 180 calendar days of receipt thereofmanner set forth in the certificate delivered to Collateral Agent in accordance with clause (ii); provided, further, that (A) if all or any portion of such Net Cash Proceeds that are subject not so applied to the immediately preceding proviso prepayment of the Loans are not so reinvested used (or committed to be used) in accordance with the foregoing proviso within 270 days (or such 180 calendar day periodlonger period as Collateral Agent may agree, but not to exceed 360 days without the Required Lenders’ consent) of receipt of such Net Cash Proceeds, such unused portion amount shall be applied immediately at to the end Loans as otherwise set forth herein, on the last day of such period to the 364-Day Tranche Loans. The Borrower shall promptly specified period, (and in any event within two (2B) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower if such Obligor or such Subsidiary of any Subsidiary, as the case may be, is not permitted to reinvest or utilize such Net Cash Proceeds and/or in accordance with this Section 2.1.6(b) as a result of the effectiveness existence of a Default, Borrower Representative may request, and upon the written approval of Collateral Agent, such Net Cash Proceeds shall be deposited in a non-interest bearing account subject to the dominion and control of Collateral Agent (or, so long as the Revolver Agreement is in effect, the Revolving Credit Agent, acting as agent for Collateral Agent) until the earlier of (x) the date on which such Default is cured or waived in writing in accordance with the terms of this Agreement, in which case such amounts may be reinvested or utilized in accordance with the proviso above and (y) the date on which an Event of Default shall occur, in which case such Net Cash Proceeds shall be applied to the Loans in accordance with Section 5.4.1 on such date and (C) if such Obligor or such Subsidiary, as the case may be, is not permitted to reinvest or utilize such net cash proceeds as a result of a continuing Event of Default, such Net Cash Proceeds shall be applied in accordance with Section 5.4.1. The foregoing shall not be deemed to be implied consent to any Asset Disposition or other event otherwise prohibited by the terms and conditions hereof. (c) Upon the sale or issuance of any of the Equity Interests (other than Excluded Issuances) of Ultimate Parent or any of its Subsidiaries, Borrowers shall repay the Loans in an amount equal to 100% of the Net Cash Proceeds of such definitive documentationsale or issuance, as applicablesuch repayments to be made promptly but in no event more than five (5) Business Days following receipt of such Net Cash Proceeds, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, 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 until the date of payment, such Net Cash Proceeds shall be held in trust for Collateral Agent. (d) Upon the sale, issuance or incurrence of any Debt of any Obligor or any of its Subsidiaries (other than Debt permitted under Section 9.2.1), Borrowers shall repay the Loans in an amount equal to 100% of the Net Cash Proceeds of such sale, issuance or incurrence, such repayments to be made promptly but in no event more than five (5) Business Days following receipt of such Net Cash Proceeds, and until the date of payment, such proceeds shall be held in trust for Collateral Agent. The foregoing shall not be deemed to be implied consent to any such sale, issuance or incurrence otherwise prohibited by the terms and conditions hereof. (e) When any Obligor or any Subsidiary (other than a Foreign Subsidiary) thereof receives any Extraordinary Receipts, Borrowers shall repay the Loans in an amount equal to 100% of the Net Cash Proceeds thereof, such repayment to be made promptly but in no event more than five (5) Business Days following receipt of such Net Cash Proceeds. The foregoing shall not be deemed to be implied consent to any event or condition giving rise to any Extraordinary Receipts which would otherwise constitute a Default or Event of Default under this Agreement.

Mandatory Prepayments. In the event that the Borrower Unless any amount described in clauses (a) or (b) below, solely with respect to ABL Priority Collateral, or any amount described in clauses (d) or (e) below, is required to reduce the ABL Obligations in accordance with the terms of its Subsidiaries the ABL Credit Agreement prior to the Discharge of ABL Obligations, and is actually applied to reduce the ABL Obligations in accordance with the terms of the ABL Credit Agreement (iand otherwise subject to the terms of the Intercreditor Agreement): (a) If any Loan Party receives Net Proceeds as a result of a Disposition of any Net Cash Proceeds arising from property of any Debt IssuanceLoan Party or Subsidiary thereof as set forth in clause (a) of the definition of Prepayment Event, Equity Issuance or Asset Sale consummated on or then within three (3) Business Days after the Effective Date or (ii) enters into definitive documentation for receipt by any Qualifying Loan Party of such Net Proceeds, the Borrowers shall make a prepayment of the Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds. (b) If any Loan Party receives Net Proceeds not later than two as a result one or more recovery events in respect of property as set forth in clause (b) of the definition of Prepayment Event, then within three (3) Business Days following the date of receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Net Proceeds, the Borrowers shall make a prepayment of the Term Loan Facility, in an amount equal to 100% of the commitments Net Proceeds then received from such Prepayment Event. (c) Upon the occurrence of an event set forth in respect clause (c) of Prepayment Event, then within three (3) Business Days following the date of receipt of any Net Proceeds, the Borrowers shall make a prepayment of the Term Loan in an amount equal to 100% of the Net Proceeds then received from such Prepayment Event. (d) Upon the occurrence of an event set forth in clause (d) of Prepayment Event, then within three (3) Business Days following the date of receipt of any Net Proceeds, the Borrowers shall make a prepayment of the Term Loan in an amount equal to 100% of the Net Proceeds then received from such Prepayment Event. (e) If an event set forth in clause (e) of Prepayment Event has occurred, then within three (3) Business Days Business Days following the date of receipt of any Net Proceeds, the Borrowers shall make a prepayment of the Term Loan in an amount equal to 100% of the Net Proceeds then received from such Prepayment Event. (f) If for any reason the Combined Total Outstandings at any time exceed the sum of the ABL Aggregate Borrowing Base and the Aggregate Borrowing Base as then in effect, then (a) until the Discharge of ABL Obligations, the Borrowers shall immediately prepay first, the ABL DB1/ 164314760.16 Obligations and, then, the Term Loan and (b) thereafter, the Borrowers shall immediately prepay the Term Loan, in each case of clauses (a) and (b), in an aggregate amount to eliminate such excess. (g) Each prepayment of the Term Loan made pursuant to this Section 2.06 shall be applied to scheduled installments thereof in inverse order of maturity and accompanied by the payment of (i) accrued interest to the date of such Qualifying payment on the amount prepaid and (ii) whether before or after an Event of Default or acceleration, the Early Termination Fee, if any, payable pursuant to Section 2.04 in connection with any prepayment of the Term Loan. (h) No later than three (3) Business Days in advance of the making of any mandatory prepayment pursuant to this Section 2.06 (other than Section 2.06(f) above), Borrowers shall deliver, or cause to be delivered, to the Administrative Agent for distribution to the Lenders written notice of the amount and date of such mandatory prepayment. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of the Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied made pursuant to the extent such Net Cash Proceeds are reinvested inclauses (a), or applied (b), (c), (d), and (e) of this Section 2.06 by providing written notice (each, a “Rejection Notice”) to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of and the receipt by Lead Borrower no later than 5:00 P.M. (New York City time) one (1) Business Day prior to the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness scheduled date of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each prepayment. Each Rejection Notice from a Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on specify the principal amount of the mandatory prepayment to be prepaid rejected by such Lender. If a Lender fails to but excluding deliver a Rejection Notice to Administrative Agent within the date time frame specified above or such Rejection Notice fails to specify the principal amount of paymentthe prepayment to be rejected, any such failure will be deemed to be an acceptance of the total amount of such mandatory prepayment of the Term Loan. Any Declined Proceeds may be retained by the Borrowers.

Mandatory Prepayments. In the event (a) Subject to clauses (c) and (d) below, on each occasion that the Borrower Company or any of its Subsidiaries (i) Subsidiary receives any Net Cash Proceeds arising from in respect of any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof)Prepayment Event, (i) prior to the Borrowing Date, unused outstanding Term Loan Commitments shall be reduced on a Dollar-for-Dollar basis (or, in the case of any Debt Issuancea Commitment Reduction Event, Equity Issuance or Asset Sale, in an amount equal to 100% on a Dollar-for-Dollar basis only on the portion of such Net Cash Proceeds not later than two Business Days following exceeding $100,000,000) on the date of receipt by the Borrower Company or such Subsidiary its Subsidiaries of any such Net Cash Proceeds and (ii) in on and after the case of any Qualifying Term Loan FacilityBorrowing Date, in an amount equal to outstanding Loans shall be prepaid on a Dollar for Dollar basis by the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, Company or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two five Business Days) with any such Net Cash Proceeds; provided that notwithstanding the foregoing, (2i) Business Days prior to the Borrowing Date, in no event shall such Net Cash Proceeds of receipta Prepayment Event be required to reduce the Term Loan Commitments to the extent that such Net Cash Proceeds are required to be applied to prepay Debt outstanding under the Rexnord Credit Agreement and (ii) on and after the Borrowing Date, such Net Cash Proceeds of a Prepayment Event may be applied towards the prepayment or purchase of other Debt having the same (including with respect to priority) credit support package (whether in terms of security and/or guarantees) as the Loans to the extent the documentation governing such Debt requires such a prepayment or purchase (or commitment reduction) with Net Cash Proceeds in respect of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such other Debt (or committed amounts) and the denominator of which is the aggregate outstanding principal amount of Loans and all such other Debt (or committed amounts). Subject to clause (b) below, each prepayment of outstanding Loans required to be made pursuant to this paragraph shall be allocated pro rata among the Loans. (b) The Company shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to Section 6.2.4 at least three Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness amount of such definitive documentation, as applicable, and the prepayment. The Administrative Agent will promptly notify each Lender holding Loans of the contents of the Company’s prepayment notice and of such Lender’s pro rata share of the prepayment. Each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds” and such rejecting Lenders, the “Declining Proceeds Lenders”) of Loans required to be made pursuant to Section 6.2.4(a) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company no later than 4:00 p.m. (New York City time) one Business Day after the date of such Lender’s receipt of each notice from the Administrative Agent regarding such noticeprepayment. All prepayments Each Rejection Notice from a given Lender shall specify the principal amount of Borrowings under this Section 2.12 the mandatory repayment of Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. Any Declined Proceeds remaining thereafter, first, if there are Loans outstanding, shall be offered to the Lenders (other than any Declining Proceeds Lender) on a pro rata basis (based on their outstanding Loans), which Lenders may reject all or a portion of their pro rata shares of such Declined Proceeds, second, [reserved], and, third, to the extent any Declined Proceeds remain thereafter, shall not be subject to Section 2.17mandatory prepayment hereunder. (c) Notwithstanding clause (a) above, but if (x) the Company shall deliver a certificate of an Executive Officer to the Administrative Agent at or promptly following the time of receipt of any amount that would otherwise be without premium constitute Net Cash Proceeds of (prior to the Borrowing Date) a Commitment Reduction Event described in clause (a) of the definition thereof or penalty(on or after the Borrowing Date) an Asset Sale, in each case setting forth the Company’s intent to reinvest such proceeds in productive assets or businesses, including in Permitted Acquisitions or capital expenditures, within 365 days of receipt of such proceeds (the “Investment Period”) and (y) in respect of an Asset Sale, no Event of Default shall have occurred and shall be accompanied by accrued and unpaid interest on continuing at the principal amount time of the delivery of such certificate, such proceeds shall not constitute Net Cash Proceeds except to the extent not so used at the end of such Investment Period (or, if the Company commits to reinvest such proceeds within such Investment Period, within 180 days of the end of such Investment Period), at which time such proceeds shall be deemed to be prepaid Net Cash Proceeds. (d) The Company shall not be required to but excluding prepay by any amount that would otherwise be required pursuant to clause (a) above to the date extent (i) the relevant Net Cash Proceeds are generated by any Foreign Subsidiary and the repatriation to the Company of paymentany such Net Cash Proceeds would be prohibited, restricted or delayed under any applicable law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors or officers or (ii) the relevant Net Cash Proceeds are generated by any Foreign Subsidiary and the repatriation of such Net Cash Proceeds to the Company would result in adverse tax consequences as reasonably determined by the Company; provided that upon the Company obtaining knowledge that such circumstance in clause (i) and/or clause (ii), as applicable, ceases to apply, such Net Cash Proceeds shall be deemed received for purposes of clause (a) above and any prepayment or reduction requirements applicable thereto.