Common use of Mandatory Clause in Contracts

Mandatory. (i) If (A) any Loan Party Disposes of any property (other than pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a prepayment in an aggregate principal amount of Advances equal to the product of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment of the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.

Mandatory. (i) If Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% of Consolidated Excess Cash Flow for the fiscal year covered by such financial statements minus (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) and Revolving Credit Loans prepaid pursuant to Section 2.05(a)(i) (to the extent that such repayment is accompanied by a reduction in the Revolving Credit Commitment), such prepayments to be applied as set forth in clauses (vi) and (viii) below; provided that (1) such percentage shall be reduced to zero during such times as the Consolidated Leverage Ratio of the Borrower and its Subsidiaries is less than 3.00 to 1.00, as evidenced by the most recently delivered Compliance Certificate and (2) any Loan Party such prepayment shall be pro rated for the fiscal year ending July 31, 2010 to reflect that portion of such fiscal year that occurred during the term of this Agreement. (ii) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05 (except pursuant to Section 7.05(h), solely to the extent required therein)) which results in the realization by such Person of Net Cash Proceeds in excess of an aggregate amount of $5,000,000 per fiscal year, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds in excess of such $5,000,000 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (viii) below). (iii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than the Excluded Issuances and any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (viii) below). (iv) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (viii) below). (v) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (viii) below). (vi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, ratably to the Term Loan Facility (or if such prepayment occurs prior to the Initial Funding Date, the Term Loan Commitment shall be reduced by an amount equal to such required prepayment) and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b). (vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (viii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 5.02(e2.05(b)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a amount remaining, if any, after the prepayment in an aggregate principal amount full of Advances equal to all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the product Cash Collateralization of the remaining L/C Obligations in full (I) 100% the sum of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentageprepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Asset PercentageReduction Amount”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall may be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested retained by the Borrower and agreed by for use in the Required Lenders following ordinary course of its business. Upon the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage drawing of any such Net Letter of Credit that has been Cash Proceeds Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the prepayment of Borrower or any other Loan Party) to reimburse the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property L/C Issuer or the assets of any Loan Party or of the share capital of any Loan PartyRevolving Credit Lenders, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrenceas applicable.

Mandatory. (i) If (A) the Borrower or any Loan Party of its Subsidiaries Disposes of any property (other than pursuant to clause (i), (ii), (iii), (iv) or (v) any Disposition of any property permitted by Section 5.02(e7.05(g)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000Proceeds, the Borrower shall make a prepayment in shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay an aggregate principal amount of Advances Loans equal to the product of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after immediately upon receipt of such Net Cash Proceeds thereof by such Loan PartyPerson; provided that, no such prepayment the proceeds of any Disposition permitted by Section 7.05(g) shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower shall haveor a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, on or prior to other productive properties or assets, with such dateproceeds as part of a like-kind exchange under Section 1031 of the Code, given written notice the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the Administrative Agent sold assets is transferred to the buyer of its (such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such Loan Party’s) reinvestment ofproperty; provided further that, or written intent to reinvest or entry into a legally binding commitment to reinvest, such the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in assets useful for its business within 90 days following receipt replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of such Net Cash Proceeds (the “Reinvestment Period”) (and, a kind then used or usable in the case business of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated applicable Person within 180 days (or such longer period as requested by from the Borrower and agreed by the Required Lenders following the last day date of the Reinvestment Period))receipt thereof.; provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment of the Advances.and (ii) The Upon the incurrence or issuance subsequent to the Closing Date by the Borrower shall or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be required incurred or issued pursuant to prepay all Advances upon the occurrence of a Change of Control. Section 7.03 (iiib)-(k)) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets issuance subsequent to the Closing Date by the Borrower or any of its Subsidiaries (or by any direct or indirect parent holding company of which the Borrower is a wholly-owned Subsidiary) of any Loan Party Equity Interests (other than any such issuance to the Borrower or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each casea wholly owned Subsidiary), the Borrower shall be required prepay an aggregate principal amount of Loans equal to prepay 100% of all Advances within 45 days after Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such occurrenceSubsidiary.

Mandatory. (i) [Reserved]. (ii) If any of the Borrowers or any Non-Borrower Subsidiary (Aother than the Insurance Subsidiary) any Loan Party Disposes of any property (other than pursuant to clause (i), (ii), (iii), (iv) or (v) sales of Section 5.02(e)) or (B) any Casualty Event occurs, which inventory in the aggregate ordinary course of business, and other than any Excluded Asset Disposition and other than the Permitted ▇▇▇▇▇▇▇▇▇ Disposition) which, in any such case, results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000Proceeds, the Borrower Borrowers shall make a prepayment in prepay an aggregate principal amount of Advances Loans equal to the product of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, therefrom in each case, after receipt excess of such $30,000,000 in the aggregate for the Net Cash Proceeds by received from all such Loan PartyDispositions during the immediately preceding twelve month period (calculated after giving effect to the proviso below) no later than 45 days after the end of the fiscal quarter during which such Disposition occurred (such prepayments to be applied as set forth in clauses (v) and (viii) below, as applicable); provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such any Net Cash Proceeds that realized under a Disposition described in this Section 2.05(b)(ii), at the Borrower shall have, on or prior to such date, given written notice election of the Borrowers (as notified by the Borrowers to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 no later than 45 days following receipt of such Net Cash Proceeds (after the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day end of the Reinvestment Periodfiscal quarter during which such Disposition occurred)); provided that (1) , and so long as an no Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make the Borrowers may reinvest all or any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event portion of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment in operating assets of the Advances. Borrowers so long as (iiA) The Borrower within 330 days after receipt of such Net Cash Proceeds, such reinvestment shall be required have been consummated (or a definitive agreement to prepay all Advances upon so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 330-day period, then such reinvestment shall have been consummated within 330 days after the occurrence of a Change of Controldate such definitive agreement was executed. (iii) If Upon the occurrence of a Recovery Event with respect to the Borrowers which, in any Governmental Authority such case, results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $30,000,000 in the aggregate for the Net Cash Proceeds received from all such Recovery Events during the immediately preceding twelve month period (calculated after giving effect to the proviso below) no later than 45 days after the end of the fiscal quarter during which such Recovery Event occurred (such prepayments to be applied as set forth in clauses (v) and (viii) below, as applicable); provided that, with respect to any Net Cash Proceeds realized under a Recovery Event described in this Section 2.05(b)(iii), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent no later than 45 days after the end of the fiscal quarter during which such Recovery Event occurred), and so long as no Event of Default shall have occurred and be continuing, the Borrowers may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or operating assets of the Borrowers so long as (A) condemnswithin 330 days after receipt of such Net Cash Proceeds, nationalizessuch reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, and (B) assumes custody if a definitive agreement (including, without limitation, a construction agreement) to so reinvest has been executed within such 330-day period, then such reinvestment shall have been consummated within 330 days after the date such definitive agreement was executed. (iv) Upon the incurrence or control issuance by the Borrowers of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all or substantially all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrowers (such prepayments to be applied as set forth in clauses (v) and (viii) below, as applicable). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility and to the principal repayment installments thereof as directed by the Borrowers and specified in the notice of prepayment, (provided that in the event that the Borrowers do not specify the order in which to apply prepayments, the Borrowers shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal of such Term Loans in reverse order of maturity) and, second, to the Revolving Credit Facility without any reduction of the property or Revolving Credit Commitments in the assetsmanner set forth in clause (viii) of this Section 2.05(b). Subject to Section 2.18 and clause (vi) below, or such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrencerelevant Facilities.

Mandatory. (i) If (A) If (1) any Loan Party Disposes of any property (other than pursuant to clause (i), (ii), (iii), (iv) Restricted Company consummates a Prepayment Asset Sale or (v) of Section 5.02(e)) or (B2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party Restricted Company of Net Cash Proceeds in excess of U.S.$20,000,000the greater of $20,000,000 and 15.5% of Consolidated EBITDA as of the last day of the most recently ended Test Period (the “De Minimis Proceeds Threshold”) in any Fiscal Year, the Borrower shall make a prepayment in an aggregate principal amount of Advances equal cause to be prepaid on or prior to the product date which is ten Business Days after the date of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized realization or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Partyan aggregate principal amount of Initial Term Loans and any Additional Term Loans then subject to ratable prepayment requirements (the “Subject Loans”) in an amount equal to Required Net Proceed Percentage of all Net Cash Proceeds received in excess of the De Minimis Proceeds Threshold (collectively, the “Subject Proceeds”); provided thatprovided, that no such prepayment shall be required pursuant to this Section 2.08(b)(i2.06(b)(i)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall haveif, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent intention to reinvest all or entry into a legally binding commitment to reinvest, portion of such Net Cash Subject Proceeds in assets useful for its business within 90 days following receipt of such Net Cash accordance with Section 2.06(b)(i)(B). (A) With respect to any Subject Proceeds (realized or received with respect to any Prepayment Asset Sale or any Casualty Event required to be applied in ▇▇▇▇:\98106221\28\78831.0005 accordance with Section 2.06(b)(i)(A), at the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day option of the Reinvestment Period)); provided that (1) Borrower, and so long as an no Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make the Borrower may reinvest all or any portion of such reinvestments Subject Proceeds in the business of the Restricted Companies within (other than pursuant to a legally binding commitment that x) 15 months following receipt of such Loan Party entered into at a time when no Event of Default is continuing) and Subject Proceeds or (2y) if any proceeds are not so reinvested by the deadlines specified above or Borrower enters into a contract to reinvest such Subject Proceeds within such 15-month period following receipt thereof, 21 months following receipt of such Net Cash Proceeds; provided, that if any such proceeds Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment electionelection or are not so reinvested during such 15-month period or 21-month period, as applicable, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall within ten Business Days be applied to the prepayment of the AdvancesTerm Loans as set forth in this Section 2.06. (B) [Reserved]. (C) If, at the time that any such prepayment would be required hereunder, the Borrower or any of its Restricted Subsidiaries is required to repay or prepayment any First Lien Debt of the type described in clause (b) of the definition thereof (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) (or offer to repurchase such Other Applicable Indebtedness), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds that is required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof), and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.06(b)(i) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Subject Loans in accordance with the terms hereof and any other relevant Other Applicable Indebtedness with a corresponding requirement on a pro rata basis (determined in a manner consistent with that set forth in this clause (D)); it being understood and agreed that if any Term Lender or holder of such Other Applicable Indebtedness declines any prepayment contemplated by clause (2) above, the Borrower shall not be required to subsequently offer the amount of the relevant declined prepayment to any Term Lender or any holder of Other Applicable Indebtedness. (ii) The If any Restricted Company incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03 (other than Refinancing Indebtedness which shall be treated in accordance with Section 2.19), the Borrower shall cause to be required prepaid an aggregate principal amount of Term Loans in an amount equal to prepay 100% of all Advances upon Net Cash Proceeds received therefrom on or prior to the occurrence date which is five Business Days after the receipt of a Change of Controlsuch Net Cash Proceeds. (iii) If any Governmental Authority (AWithin ten Business Days after financial statements have been or are required to be delivered pursuant to Section 6.01(a) condemnsand the related Compliance Certificate has been or is required to be delivered pursuant to Section 6.02(a), nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of commencing with the property or first full Fiscal Year ending after the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each caseClosing Date, the Borrower shall cause the Subject Loans to be required to prepay all Advances within 45 days after such occurrence.prepaid in an aggregate principal amount (the “ECF Prepayment Amount”)

Mandatory. (i) If any Dispositions or Events of Loss with respect to any Property that includes any Pre-Petition BMO Primary Collateral, Pre-Petition CoBank Primary Collateral or Collateral (in an amount in excess of $1,000,000 in the aggregate) occur prior to the Termination Date and outside the ordinary course of business (no such Disposition to occur without Bankruptcy Court approval and with the Lenders reserving all rights, if any, to object to any such Disposition), 100% of the Net Proceeds thereof in excess of $1,000,000 (or any greater amount that is a whole multiple of $250,000) in the aggregate (the “Prepayment Amount”) shall be applied as follows: (A) any Loan Party Disposes First, to the costs, fees and expenses of any property the DIP Agent and the Lenders (including without limitation the reasonable fees and expenses of their counsel and other than pursuant to clause (iprofessionals, including those previously employed or retained by the DIP Agent and the Lenders), (ii), (iii), (iv) or (v) of Section 5.02(e)) or ; (B) Second, to interest and fees then due and then to the prepayment of all outstanding Loans and unreimbursed Reimbursement Obligations hereunder until all such Loans and Reimbursement Obligations shall be fully paid (but without any Casualty Event occurs, which reduction in the aggregate results DIP Commitments resulting from such prepayments); (C) Third, to be held by the DIP Agent in the realization or receipt by any Loan Party Cash Collateral Account (including to prefund outstanding Letters of Net Cash Proceeds Credit in excess of U.S.$20,000,000, the Borrower shall make a prepayment in an aggregate principal amount of Advances equal to the product of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to 105% of the Asset Percentage amount of all such Letters of Credit) until released or applied pursuant to Section 4.4 hereof (but without any reduction in the DIP Commitments resulting from such Net Cash Proceeds prepayments); and (D) Fourth, as the Financing Order shall provide if then in effect and otherwise as shall be determined by the Bankruptcy Court. Any such proceeds of sale designated to pay such taxes and costs of sale which are not required to be disbursed at the closing of such sale shall be held in escrow by the DIP Agent and shall be subject to the Lien of the DIP Agent, the Lenders, the Pre-Petition BMO Agent, the Pre-Petition BMO Lenders, the Pre-Petition CoBank Agent and the Pre-Petition CoBank Lenders until applied to pay such taxes and costs of sale and the prepayment amount of all obligations secured by Permitted Liens that are senior to the AdvancesDIP Agent’s in the Collateral and the Replacement Liens. (ii) The Prior to the Termination Date, all Available Unrestricted Cash (including without limitation all Available Unrestricted Cash consisting of proceeds of the inventory and proceeds of the accounts receivable of the Borrower and the Guarantors and all Cash Collateral generated in the ordinary course of the Borrower’s and the Guarantors’ businesses) determined as of 12:00 noon, Chicago time, on any Business Day (other than amounts subject to Section 1.8(b)(i) hereof) in excess of $15,000,000 shall be required deposited in the Collection Accounts referred to prepay in Section 4.3 hereof and applied daily as follows: (A) First, to the costs, fees and expenses of the DIP Agent and the Lenders (including without limitation the reasonable fees and expenses of their counsel and other professionals, including those previously employed or retained by the DIP Agent and the Lenders) that are then due and payable; (B) Second, to interest and fees then due and payable and then to the prepayment of all Advances upon outstanding Loans and unreimbursed Reimbursement Obligations hereunder until all such Loans and Reimbursement Obligations shall be fully paid (but without any reduction in the occurrence DIP Commitments resulting from such prepayments); and (C) Third, to be held by the DIP Agent in the Cash Collateral Account (including to prefund outstanding Letters of a Change Credit in an amount equal to 105% of Controlthe amount of all such Letters of Credit) until released or applied pursuant to Section 4.4 hereof. (iii) If any Governmental Authority (A) condemnsThe Borrower shall, nationalizeson each date the DIP Commitments are reduced pursuant to Section 1.11 hereof, seizesprepay the DIP Loans, attachesSwing Loans, compulsorily acquiresand, confiscates or otherwise expropriates (directly or indirectly through measures tantamount if necessary, prefund the L/C Obligations by the amount, if any, necessary to expropriation) all or substantially all reduce the sum of the property or aggregate principal amount of DIP Loans, Swing Loans, and L/C Obligations then outstanding to the assets of amount to which the DIP Commitments have been so reduced. (iv) If at any Loan Party or time the sum of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all unpaid principal balance of the property or DIP Loans, Swing Loans, and the assets, or L/C Obligations then outstanding shall be in excess of the business or operations, of any Loan Party or lesser of the share capital of any Loan Party, (C) takes or directs any action for DIP Commitments then in effect and the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying Borrowing Base as determined on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any the basis of the foregoing, then, in each casemost recent Borrowing Base Certificate, the Borrower shall immediately and without notice or demand pay over the amount of the excess to the DIP Agent for the account of the Lenders as and for a mandatory prepayment on such Post-Petition Obligations, with each such prepayment first to be required applied to prepay all Advances within 45 days after such occurrencethe DIP Loans and Swing Loans until paid in full with any remaining balance to be held by the DIP Agent in the Cash Collateral Account as security for the Post-Petition Obligations owing with respect to outstanding Letters of Credit. (v) Each prepayment of Loans under this Section 1.8(b) shall be made by the payment of the principal amount to be prepaid. Each prefunding of L/C Obligations shall be made in accordance with Section 4.4 hereof.

Mandatory. (i) If Within five Business Days after the date the Borrower is required to deliver financial statements pursuant to Section 5.03(b) (commencing with the Fiscal Year ended January 31, 2009), the Borrower shall prepay Advances in an amount equal to the amount by which (A) the Prepayment Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements exceeds (B) the aggregate amount of all voluntary prepayments made during such fiscal year pursuant to Section 2.04(a). (ii) The Borrower shall, not later than five Business Days after receipt of any Net Cash Proceeds by any Loan Party Disposes or any of any property its Subsidiaries (other than if not reinvested in accordance with the definition of Net Cash Proceeds) prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to the amount of such Net Cash Proceeds. (iii) Each prepayment of Advances pursuant to clause (i), ) or (ii), (iii), ) of this Section 2.04(b) shall be applied in direct order to the remaining principal repayment installments of the Facility until all such installments are paid in full. (iv) or All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid, and subject to Section 2.04(v) below, together with any amounts owing pursuant to Section 9.04(c). (v) In lieu of Section 5.02(e)) or (B) making any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a prepayment in an aggregate principal amount of Advances equal to the product of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(isubsection (b) with in respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following Eurodollar Rate Advance other than on the last day of the Reinvestment Period)); provided that (1) Interest Period therefor, so long as an no Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into the Borrower at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by its option may deposit with the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, Administrative Agent an amount equal to the Asset Percentage amount of any the Eurodollar Rate Advance to be prepaid and such Net Cash Proceeds Eurodollar Rate Advance shall be applied repaid on the last day of the Interest Period therefor in the required amount. Such deposit shall be held by the Administrative Agent in a corporate time deposit account established on terms reasonably satisfactory to the prepayment Administrative Agent, earning interest at the then-customary rate for accounts of the Advancessuch type. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.

Mandatory. (i) If Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), but in any event not later than one hundred and twenty-five (125) days after the end of each fiscal year of the Borrower beginning with the first full fiscal year ended after the Closing Date, the Borrower shall prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for the fiscal year covered by such financial statements commencing with the first full fiscal year ended after the Closing Date minus (B) the aggregate amount of voluntary principal prepayments of (x) the Term Loans pursuant to Section 2.03(a)(i), (y) the Second Lien Loans pursuant to Section 2.03(a)(i) of the Second Lien Credit Agreement and (z) the ABL Loans pursuant to Section 2.05(a)(i) of the ABL Facility (but only to the extent accompanied by a corresponding permanent reduction in the revolving credit commitments), minus (C) the aggregate discounted amount actually paid in cash by the Borrower Purchasing Parties in connection with all Discounted Voluntary Prepayments pursuant to Section 2.03(a)(iii) and all Discounted Voluntary Prepayments (as defined in the Second Lien Credit Agreement) of the Second Lien Loans pursuant to Section 2.03(a)(iii) of the Second Lien Credit Agreement (in the case of clauses (B) and (C), to the extent financed with internally generated funds); provided that such percentage shall be reduced to 25% or 0% if the Total Leverage Ratio as of the last day of the prior fiscal year was less than 5.50:1.00 or 5.00:1.00, respectively. (A) If (x) the Borrower or any Loan Party Restricted Subsidiary Disposes of any property or assets (other than pursuant to clause any Disposition of (i) assets comprising the ABL Priority Collateral or (ii) any property or assets by the Borrower or any of its Restricted Subsidiaries permitted by Section 7.05(a), (b), (c), (d), (e), (f), (h), (i), (iij), (iiik), (ivl) or (v) of Section 5.02(en)) or (By) any Casualty Event (other than any Casualty Event with respect to assets comprising the ABL Priority Collateral) occurs, which and any transaction or series of related transactions described in the aggregate foregoing clauses (x) and (y) results in the realization or receipt by any Loan Party the Borrower and its Restricted Subsidiaries of Net Cash Proceeds in excess of U.S.$20,000,000$1,000,000 (any such transaction or series of related transactions being a “Relevant Transaction”), then if such Relevant Transaction, together with all other Relevant Transactions occurring in the same fiscal year of the Borrower, would result in the realization or receipt by the Borrower and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $2,500,000, the Borrower shall make shall, except to the extent the Borrower elects to reinvest all or a prepayment portion of such Net Cash Proceeds in accordance with Section 2.03(b)(ii)(B) (which election may only be made if no Event of Default has occurred and is then continuing), prepay an aggregate principal amount of Advances Term Loans in an amount equal to the product of (I) 100% of such all Net Cash Proceeds less received from such Relevant Transaction within two (2) Business Days of receipt thereof by the percentage of Borrower or such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(iRestricted Subsidiary. (B) (such net percentage, the “Asset Percentage”) and (II) the With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event (y) a Dispositionother than as specifically excluded in Section 2.03(b)(ii)(A)), within 60 days at the option of the Borrower, and (z) a Casualty Eventso long as no Event of Default shall have occurred and be continuing, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such the Borrower or the applicable Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 three hundred and sixty-five (365) days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (andor, in the case of any such written intent or binding commitmentif Holdings, the reinvestment contemplated by Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such written intent or binding commitment shall have been consummated within 180 Net Cash Proceeds to reinvest such Net Cash Proceeds, 545 days (or following receipt of such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)Net Cash Proceeds); provided provided, however, that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be immediately applied to the prepayment of the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of ControlTerm Loans as set forth in this Section 2.03. (iii) If Upon the incurrence or issuance by the Borrower or any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets its Restricted Subsidiaries of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party Specified Refinancing Debt or any action that would prevent any Loan Party from carrying on all Indebtedness not expressly permitted to be incurred or substantially all of its business or operations or (D) takes any administrative action or enacts any law issued pursuant to effect any of the foregoing, then, in each caseSection 7.03, the Borrower shall prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary. (iv) Subject to Sections 2.12(b)(ii) and 2.13, each prepayment of Term Loans pursuant to this Section 2.03(b) shall be required applied pro rata among the Term Facility and, unless otherwise provided in the documentation governing any Incremental First Lien Term Loans, any Incremental First Lien Term Loans (or, in the case of the incurrence of Specified Refinancing Debt, to prepay all Advances the Term Facility or an Incremental First Lien Term Facility, as designated by the Borrower, to be refinanced with the proceeds thereof and allocated among the Term Facility or such Incremental First Lien Term Facilities, as specified by the Borrower) (and within 45 days after any Class of the Term Facility and the Incremental First Lien Term Loans on a pro rata basis to the applicable Lenders of such occurrenceClass) and (i) in the case of the Term Facility, to the principal repayment installments thereof, in direct order of maturities, to the remaining installments of each Class of the Term Facility, or as otherwise directed by the Borrower to the remaining installments of each Class of the Term Facility, and (ii) in the case of each Incremental First Lien Term Loan Tranche, as set forth in the Incremental First Lien Term Commitments Amendment with respect to such Incremental First Lien Term Loan Tranche; and each such prepayment shall be paid to the Term Lenders and the Incremental First Lien Lenders in accordance with their respective Pro Rata Shares.

Mandatory. (i) If (A) any Loan Party Borrower Disposes of any property (other than pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000a Vessel, the Borrower Borrowers shall make a prepayment in prepay an aggregate principal amount of Advances Loans equal to 100% of the Net Cash Proceeds received from such Disposition immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) below); (ii) If an Event of Loss shall occur in relation to a Vessel, the Borrowers shall prepay the aggregate principal amount of the Loans on the date of receipt of insurance proceeds or other compensation attributable thereto in an amount equal to 100% of such proceeds or other compensation (such prepayments to be applied as set forth in clause (iii) below); provided, however, if the insurance proceeds or other compensation attributable to such Event of Loss shall not have been received by the Administrative Agent within 180 days following the date on which such Event of Loss shall be deemed to have occurred, the Borrowers shall prepay the aggregate principal amount of the Loans on such 180th day by an amount equal to the product amount of insurance against total loss required to be maintained in respect of such Vessel pursuant to the Preferred Vessel Mortgage thereon. (Iiii) Each prepayment of Loans pursuant to this Section 2.05(b) shall be applied, first, to the Term 2 Facility to the principal installments thereof in the inverse order of maturity and, second, to the Term 1 Facility to the principal installments thereof in the inverse order of maturity. (iv) Commencing with the fiscal year ending December 31, 2011, the Borrowers shall repay the Loans in an amount equal to the Lenders’ Allocated Percentage of Excess Cash, calculated semi-annually, (A) within 60 days after the end of any fiscal year and (B) within 45 days after the end of each other semi-annual period (such prepayments to be applied as set forth in clause (iii) above). (v) If any Loan Party receives Net Cash Proceeds from the Disposition of any asset constituting Collateral in accordance with Section 7.05(g), the Borrowers shall prepay an aggregate principal amount of the Loans equal to 100% of the Net Cash Proceeds of such Net Cash Proceeds less the percentage of immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) above); (vi) If any Loan Party receives Net Cash Proceeds reinvested from the Disposition of any asset not constituting Collateral in accordance with this Section 2.08(b)(i) (such net percentage7.05(h), the “Asset Percentage”) and (II) Borrowers shall prepay an aggregate principal amount of the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice Loans equal to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt Lender’s Allocated Percentage of such Net Cash Proceeds (after the “Reinvestment Period”) (and, in the case repayment of any such written intent or binding commitment, the reinvestment contemplated Indebtedness that is secured by such written intent or binding commitment shall have been consummated within 180 days (or asset that is required to be repaid in connection with such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuingtransaction, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that Indebtedness under the Loan Documents) immediately upon receipt thereof by such Loan Party entered into at a time when no Event of Default is continuing) and Person (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended prepayments to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment of the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. as set forth in clause (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrenceabove).

Mandatory. (i) If (A) At any time in which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any of its Subsidiaries (other than Agway Subsidiaries or Inactive Subsidiaries) Disposes of any property (other than pursuant to clause (iany Disposition of any property permitted by Section 7.05(a), (iib), (iiic), (ivd), (e) or (vh) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000Proceeds, the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances Loans equal to the product of (I) 100% of such Net Cash Proceeds less immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iii) and (v) below); provided, however, that (A) the percentage first $15,000,000 of such Net Cash Proceeds reinvested received in accordance with any fiscal year (the “Exempt Proceeds”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.08(b)(i) (such net percentage2.05(b)(i), the “Asset Percentage”) and (IIB) the with respect to any Net Cash Proceeds realized or received with respect to (y) under a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, Disposition described in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i2.05(b)(i) with respect to such portion in excess of such Net Cash Proceeds that the Exempt Proceeds, at the election of the Borrower shall have, (as notified by the Borrower to the Administrative Agent on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt date of such Net Cash Proceeds (the “Reinvestment Period”) (andDisposition), in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of no Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event or Subsidiary may reinvest all or any portion of Default is continuingsuch Net Cash Proceeds in operating assets so long as within 12 months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that (A) and (2) if any proceeds are Net Cash Proceeds not so reinvested by within such 12 month period shall be immediately applied to the deadlines specified above or prepayment of the Loans as set forth in this Section 2.05(b)(i), and (B) if any such proceeds are no longer intended to be or cannot be so reinvested a Default has occurred and is continuing at any time after delivery of that a notice of reinvestment electionBorrower or a Subsidiary Guarantor receives or is holding any Net Cash Proceeds which have not yet been reinvested, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be immediately applied to the prepayment of the AdvancesLoans as set forth in this Section 2.05(b)(i). (ii) The Borrower shall be required At any time in which any Incremental Term Loan remains outstanding, upon any Extraordinary Receipt received by or paid to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment account of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business Subsidiaries (other than Agway Subsidiaries or operations or Inactive Subsidiaries), and not otherwise included in clause (Di) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.this Section 2.05

Mandatory. (i) If (A) the Company or any Loan Party of its Subsidiaries Disposes of any property (Collateral other than pursuant to clause (ix) Dispositions under Section 7.24(i) or Section 7.24(ii); (y) any Disposition of Equity Interests in a Restricted Subsidiary that hold only Excluded Assets, or (z) as a result of the consummation of the Spin-Off (a “Mandatory Prepayment Disposition”), (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) the Company or any Casualty of its Restricted Subsidiaries suffers an Event occursof Loss, which in each case, together with all other Mandatory Prepayment Dispositions made and Events of Loss suffered at any time since the aggregate results Original Closing Date, result in the realization or receipt by any the Loan Party Parties, collectively, of Net Cash Proceeds from Mandatory Prepayment Dispositions and Events of Loss in an aggregate amount in excess of U.S.$20,000,000$75,000,000 (for the avoidance of doubt, excluding any Net Cash Proceeds excluded under the preceding subclause (i)(A)(x)), the Borrower Company shall make a prepayment in each case prepay, within three Business Days after receipt thereof by such Person, an aggregate principal amount of Advances Loans equal to the product of (I) 100% of such Net Cash Proceeds Proceeds; provided that if the Company’s Total Leverage Ratio, as determined by the Compliance Certificate most recently delivered pursuant to Section 7.01(e), is (x) greater than or equal to 2.00:1.00 but less the than 2.50:1.00, such percentage shall be reduced to 75% of such Net Cash Proceeds reinvested in accordance Proceeds, or (y) less than 2.00:1.00, such percentage shall be reduced to 50% of such Net Cash Proceeds; provided, further, that (x) with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the respect to all or a portion of any Net Cash Proceeds realized or received with respect to (y) under a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, Disposition described in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect 2.05(b)(i)(A), at the election of the Company (as notified by the Company to such portion of such Net Cash Proceeds that the Borrower shall have, Administrative Agent on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days third Business Day following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (andof Dispositions of Collateral), in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of no Default shall have occurred and be continuing, no Loan Party shall be permitted to make any the Company or such reinvestments (other than pursuant to a legally binding commitment that Subsidiary may reinvest Net Cash Proceeds arising from such Loan Party entered into at a time when no Event Disposition in operating assets which constitute Collateral within 365 days after the receipt of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds and (y) with respect to any Net Cash Proceeds of casualty insurance or condemnation awards realized due to an Event of Loss described in this Section 2.05(b)(i)(B), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to such third Business Day following receipt of such Net Cash Proceeds of casualty insurance or condemnation awards), and so long as no Default shall have occurred and be continuing, the Company or such Subsidiary may apply within 365 days (or, if such replacement or repair could not reasonably completed within 365 days, such period shall be extended for a reasonable period of time to permit completion of such replacement and repair so long as the replacement or repair of the asset or assets that suffered the Event of Loss is being diligently pursued by the Company or such Subsidiary) after the receipt of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received; and provided further, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the AdvancesLoans. (ii) The Borrower Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness permitted under Section 7.14), the Company shall be required prepay an aggregate principal amount of Loans equal to prepay 100% of all Advances Net Cash Proceeds received therefrom immediately upon receipt thereof by the occurrence of a Change of ControlCompany or such Restricted Subsidiary. (iii) If for any Governmental Authority reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (Aother than the L/C Borrowings) condemnsin an aggregate amount equal to such excess. (iv) Prepayments made pursuant to this Section 2.05(b), nationalizesfirst, seizesexcept to the extent that the Incremental Term Lenders under an Incremental Term Facility have otherwise agreed, attachesshall be applied ratably to the outstanding Loans under the Initial Term Facility and each Incremental Term Facility, compulsorily acquiresif any, confiscates or second, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, third, except to the extent that the Incremental Revolving Credit Lenders under an Incremental Revolving Credit Facility have otherwise expropriates agreed, shall be applied ratably to the outstanding Loans under the Initial Revolving Credit Facility and each Incremental Revolving Credit Facility, if any, and, fourth, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments required pursuant to clause (directly or indirectly i) through measures tantamount to expropriation(iii) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all or substantially all L/C Borrowings, Swing Line Loans and Loans outstanding at such time and the Cash Collateralization of the property remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Revolving Credit Facility and any Incremental Revolving Credit Facility shall be automatically and permanently reduced on a pro rata basis by the Reduction Amount as set forth in Section 2.06(b)(i). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuers or the assets of any Loan Party or of the share capital of any Loan PartyRevolving Credit Lenders, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrenceas applicable.

Mandatory. (i) Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the delivery of the financial statements for the fiscal year ended November 30, 2008) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay an aggregate principal amount of Term Loans equal to the excess (if any) of (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the sum of (1) the aggregate principal amount of Term Loans voluntarily prepaid pursuant to Section 2.05(a)(i) during such fiscal year and (2) solely to the extent the amount of the Revolving Credit Commitments are reduced pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such reduction), the aggregate principal amount of Revolving Credit Loans voluntarily prepaid pursuant to Section 2.05(a)(i) during such fiscal year (such prepayments to be applied as set forth in clause (iv) below); provided that (A) the ECF Percentage shall be 25% if the Consolidated Leverage Ratio as at the end of the fiscal year covered by such financial statements is less than or equal to 2.50:1.00 and greater than 2.00:1.00 and (B) the ECF Percentage shall be 0% if the Consolidated Leverage Ratio as at the end of the fiscal year covered by such financial statements is less than or equal to 2.00:1.00. (ii) If (A) the Borrower or any Loan Party of its Subsidiaries Disposes of any property (other than pursuant to any Disposition of any property permitted by Section 7.05 (other than clause (i), (ii), (iii), (ivh) or (v) of Section 5.02(ethereof)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000Proceeds, the Borrower shall make a prepayment in shall, within five Business Days of receipt of such Net Cash Proceeds, prepay an aggregate principal amount of Advances Term Loans equal to the product of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentageprepayments to be applied as set forth in clause (iv) below); provided, the “Asset Percentage”) and (II) the however, that, with respect to any Net Cash Proceeds realized under a Disposition or received with respect to (y) a Disposition, within 60 days and (z) a Casualty EventEvent described in this Section 2.05(b)(ii), within five at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the fifth Business Days, in each case, Day after the date of receipt of such Net Cash Proceeds by Proceeds), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such Subsidiary may reinvest all or any portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business (including any Permitted Acquisitions) within 90 days following (A) 9 months after the receipt of such Net Cash Proceeds or (B) if the Borrower or such Subsidiary enters into a contract to reinvest all or any portion of such Net Cash Proceeds in such assets within 9 months of the receipt thereof, 12 months after the receipt of such Net Cash Proceeds (the “Reinvestment Period”) (andin each case, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested certified by the Borrower and agreed by in writing to the Required Lenders following the last day of the Reinvestment Period)Administrative Agent); and provided further, however, that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted any Net Cash Proceeds not subject to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not definitive agreement or so reinvested by the deadlines specified above (or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds reinvested) shall be immediately applied to the prepayment of the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of ControlLoans as set forth in this Section 2.05(b)(ii). (iii) If Upon the incurrence or issuance by the Borrower or any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets its Subsidiaries of any Loan Party Indebtedness (other than Indebtedness expressly permitted to be incurred or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law issued pursuant to effect any of the foregoing, then, in each caseSection 7.02), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (iv) below). (iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied ratably to each of the Term A Facility and the Term B Facility and to the principal repayment installments thereof on a pro-rata basis; provided that such prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to prepay all Advances within 45 days after such occurrencebe made by the Borrower pursuant to Section 3.05.

Mandatory. The Borrower shall prepay the Loans in accordance with the following: (i) If (A) any Loan Party or any of its Subsidiaries Disposes of any property Property (including any sale or issuance by any Loan Party or any of its Subsidiaries of any of its Capital Stock (other than pursuant Disqualified Capital Stock and any sales or issuances of Capital Stock to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(eanother Loan Party)) or (Bother than any Disposition of any inventory permitted by ‎Section 6.06(a)) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000$1,000,000 in the aggregate during the term of this Agreement, the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances Loans equal to the product of (I) 100% of such Net Cash Proceeds less the percentage of no later than two Business Days following receipt thereof by such Person (such prepayments to be applied as set forth in clause (iv) below); provided, however, that with respect to such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) Proceeds, at the election of the Borrower (such net percentage, as notified by the “Asset Percentage”) and (II) Borrower to the Net Cash Proceeds realized Administrative Agent on or received with respect prior to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after the date of receipt of such Net Cash Proceeds by such Loan Party; provided thatProceeds), no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an no Default or Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered or such Subsidiary may apply such Net Cash Proceeds to reinvest in the purchase of capital assets useful in the business of such Loan Party or such Subsidiary, in each case to be used in the business of such Loan Party or such Subsidiary within 180 days following the date of receipt of such Net Cash Proceeds (or, if within such 180-day period, such Loan Party or such Subsidiary enters into at a time when no Event binding commitment to so reinvest such Net Cash Proceeds, within 360 days following the date of Default is continuingreceipt of such Net Cash Proceeds); provided, further, that if within such 180-day (or, to the extent applicable, 360-day) and (2) if any proceeds are period after the date of receipt by such Loan Party or such Subsidiary of such Net Cash Proceeds, such Loan Party or such Subsidiary has not so reinvested by the deadlines specified above used all or if any a portion of such proceeds are no longer intended Net Cash Proceeds otherwise required to be or cannot be so reinvested at any time after delivery applied as a mandatory repayment pursuant to this ‎Section 2.05(b)(i), the remaining portion of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied as a mandatory repayment in accordance with the requirements of this ‎Section 2.05(b)(i) on the last day of such 180-day (or, to the prepayment of the Advancesextent applicable, 360-day) period. (ii) The Borrower shall be required Within two Business Days following any Extraordinary Receipt received by or paid to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment account of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any Subsidiaries in excess of $1,000,000 in the foregoingaggregate during the term of this Agreement, then, and not otherwise included in each casethis ‎Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (iv) below); provided, however, that with respect to such Extraordinary Receipts, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such Extraordinary Receipts), and so long as no Default or Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply such Extraordinary Receipts to reinvest in the purchase of assets useful in the business of such Loan Party or such Subsidiary, in each case to be used in the business of such Loan Party or such Subsidiary within 180-days following the date of receipt of such Extraordinary Receipts (or, if within such 180-day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Extraordinary Receipts, within 360 days following the date of receipt of such Extraordinary Receipts); provided, further, that if within such 180-day (or, to the extent applicable, 360-day) period after the date of receipt by such Loan Party or such Subsidiary of such Extraordinary Receipts, such Loan Party or such Subsidiary has not so used all or a portion of such Extraordinary Receipts otherwise required to be applied as a mandatory repayment pursuant to this sentence, the remaining portion of such Extraordinary Receipts shall be applied as a mandatory repayment in accordance with the requirements of this ‎Section 2.05(b)(ii) on the last day of such 180-day (or, to the extent applicable, 360-day) period. (iii) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to ‎Section 6.01), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Advances within 45 days after Net Cash Proceeds received therefrom no later than two Business Days following receipt thereof by such occurrenceLoan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (v) below). (iv) Each prepayment of Loans pursuant to the foregoing provisions of this ‎Section 2.05(b) shall be shared among the Lenders ratably.

Mandatory. (i) If (A) any Loan Party Disposes of any property or assets (other than pursuant to clause (i), (ii), (iii), (ivany Disposition of any property permitted by Section 7.05(a) or (v) of through Section 5.02(e7.05(i)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000or such Loan Party receives Net Cash Proceeds from insurance or condemnation proceeds, the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances Loans equal to the product of (I) 100% of such Net Cash Proceeds less in excess of $250,000 per occurrence or $1,000,000 (in the percentage of aggregate for such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(ireceived from and after the Restatement Effective Date) upon receipt thereof by such Person (such net percentage, the “Asset Percentage”prepayments to be applied as set forth in clauses (v) and (IIvii) the below); provided, however, that, with respect to any Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, described in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion 2.05(b)(i), at the election of such Net Cash Proceeds that the Borrower shall have, (as notified by the Borrower to the Administrative Agent on or prior to the date of such date, given written notice to the Administrative Agent of its (Disposition or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (andinsurance or condemnation proceeds), in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an no Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party may reinvest all or any portion of such Net Cash Proceeds in assets used or useful in the business so long as within 180 days (or within 365 days if the applicable Loan Party has entered into at a time when no Event binding contract for reinvestment within 180 days of Default is continuingreceipt of such proceeds) and after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (2) if any proceeds are not so reinvested in each case, as certified by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal Borrower in writing to the Asset Percentage of Administrative Agent); and provided further, however, that any such Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the AdvancesLoans as set forth in this Section 2.05(b)(i). (ii) The Upon the incurrence or issuance by any Loan Party of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party (such prepayments to be required to prepay all Advances upon the occurrence of a Change of Controlapplied as set forth in clauses (v) and (vii) below). (iii) If Upon any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates Extraordinary Receipt received by or otherwise expropriates (directly paid to or indirectly through measures tantamount to expropriation) all or substantially all of for the property or the assets of any Loan Party or of the share capital account of any Loan Party, and not otherwise included in clause (Bi) assumes custody or control (ii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom in excess of $250,000 per occurrence or substantially all $1,000,000 (in the aggregate for such Net Cash Proceeds received from and after the Restatement Effective Date) immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.05(b)(iii), at the election of the property Borrower (as notified by the Borrower to the Administrative Agent on or prior to the assetsdate of receipt of such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, such Loan Party may reinvest all or any portion of such Net Cash Proceeds in assets used or useful in the business so long as within 180 days (or operations, of any within 365 days if the applicable Loan Party or has entered into a binding contract for reinvestment within 180 days of receipt of such proceeds) after the share capital receipt of any Loan Partysuch Net Cash Proceeds, such purchase shall have been consummated (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any such Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iii). (iv) [Intentionally omitted]. (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility (and the principal installments thereof on a pro rata basis) and second to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b) (without a reduction of the aggregate commitments thereunder). Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be (A) accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 and (B) paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be required applied ratably to the L/C Borrowings and Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (viii) Amounts to be applied as provided in this Section 2.05(b) to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Rate Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans to prepay Eurodollar Rate Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all Advances within 45 days after outstanding Loans of such occurrenceClass have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term “Prepayment Account” for any Class of Loans 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 Section 2.05(b). The Prepayment Accounts shall not bear interest. If the maturity of the Loans has been accelerated pursuant Section 8.02, the Administrative Agent may, in its sole discretion, apply such funds to satisfy any of the Obligations in accordance with Section 8.03. The Borrower hereby pledges and assigns to the Administrative Agent, for the benefit of the Secured Parties and to secure the Obligations, each Prepayment Account so established.

Mandatory. (i) If Holdings or any of its Subsidiaries (Ax) any Loan Party Disposes of any property (other than than, so long as any Australian Dollar Term A Loans are then outstanding, any real property located in Australia, or any Disposition of any property permitted by Section 7.05 (except pursuant to clause (iSection 7.05(j), (ii), (iii), (ivSection 7.05(k) or (v) of Section 5.02(e7.05(l)) or (Bin connection with the Sydney Sale) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000an aggregate amount of $12,000,000 per Fiscal Year, the Borrower Borrowers shall make a prepayment in prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Advances Pro Rata Obligations equal to the product of (I) 100% of such Net Cash Proceeds less the percentage in excess of such Net Cash Proceeds reinvested $12,000,000 no later than the later of (a) five (5) Business Days following receipt thereof by such Person and (b) five (5) Business Days after such $12,000,000 threshold is reached in accordance with this Section 2.08(b)(isuch Fiscal Year or (y) (such net percentageDisposes of any real property located in Australia, the “Asset Percentage”) and (II) Australian Borrower shall prepay an aggregate principal amount of Australian Dollar Term A Loans equal to 100% of the Net Cash Proceeds realized or received with respect to of such Disposition (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of case such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its prepayments (or such Loan Party’sCash Collateralization) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds be applied as set forth in assets useful for its business within 90 days following receipt of such Net Cash Proceeds paragraphs (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuingv) and (2vii) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment of the Advancesbelow). (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control[Reserved]. (iii) Upon the incurrence or issuance by Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03) the Borrowers shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom on the day of receipt thereof by Holdings or such Subsidiary (such prepayments (or Cash Collateralization) to be applied as set forth in paragraphs (v) and (vii) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of Holdings or any of its Subsidiaries and not otherwise included in paragraph (i), (ii) or (iii) of this Section 2.05(b), the Borrowers shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom in excess of $10,000,000 per Fiscal Year no later than the later of (a) five (5) Business Days following receipt thereof by such Person and (b) five (5) Business Days after such $10,000,000 threshold is reached in such Fiscal Year (such prepayments (or Cash Collateralization) to be applied as set forth in paragraphs (v) and (vii) below). (v) Each prepayment (or Cash Collateralization, as applicable) of Pro Rata Obligations pursuant to this Section 2.05(b) shall be applied, first, ratably to the Term A Loans held by all Term Lenders in accordance with their Applicable Percentages (allocated to the next four principal repayment installments thereof in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal repayment installments thereof and the repayment at the final maturity thereof), second, any excess after the application of such proceeds in accordance with clause first above, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b) and third, any excess after the application of such proceeds in accordance with clauses first and second above may be retained by the Borrowers. Any prepayment of a Loan pursuant to this Section 2.05(b) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment pursuant to Section 2.05(b)(i)(y) shall be applied, first, ratably to the Australian Dollar Term A Loans held by the applicable Australian Dollar Term Loan A Lenders in accordance with their Applicable Percentages (allocated to the next four principal repayment installments thereof in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal repayment installments thereof and the repayment at the final maturity thereof) and, second, to the extent any excess remains, in accordance with the first sentence of this Section 2.05(b)(v). (vi) If for any Governmental Authority reason the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments at such time, the Revolving Credit Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (Aother than the L/C Borrowings) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount in an aggregate amount equal to expropriation) all or substantially all 105% of the property or face amount thereof) in an aggregate amount sufficient to reduce the assets of Total Revolving Credit Outstandings to the aggregate Revolving Credit Commitments. If the Administrative Agent notifies Holdings at any Loan Party or time that the Total Revolving Credit Outstandings denominated in Alternative Currencies as of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all applicable Revaluation Date exceeds an amount equal to 103% of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoingAlternative Currency Sublimit then in effect, then, in each casewithin two (2) Business Days after receipt of such notice, the Borrower Revolving Credit Borrowers shall prepay Revolving Credit Loans and/or Cash Collateralize Letters of Credit (in an aggregate amount equal to 105% of the face amount thereof) in an aggregate amount sufficient to reduce such Total Revolving Credit Outstandings denominated in Alternative Currencies as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. (vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be required applied ratably to prepay the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans held by all Advances Revolving Credit Lenders in accordance with their Applicable Percentages, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from any Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b) shall be applied ratably to the outstanding Revolving Credit Loans. (viii) The Borrowers shall, within 45 days after such occurrencefive (5) Business Days of the Third Restatement Date, make a prepayment in full of the Euro Term A Loans if the Acquisition is not consummated within five (5) Business Days of the Third Restatement Date.

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay an aggregate principal amount of Loans equal to the Excess Cash Flow Percentage of Excess Cash Flow for the applicable Excess Cash Flow Period less the aggregate principal amount of all Loans prepaid pursuant to Section 2.05(a)(i) (provided that any such payment of the Revolving Credit Loans was accompanied by a permanent reduction in the Revolving Credit Commitment), such prepayments to be applied as set forth in clauses (v) and (vii) below. (ii) If (A) any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Sections 7.05(a), 7.05(b) or 7.05(c)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (pursuant to a notice in writing by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds (or within 545 days if the applicable Loan Party has entered into a binding contract for reinvestment of such Net Cash Proceeds within 365 days of such Disposition), such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested in each case as set forth herein above, shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) Upon any Debt Issuance, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (pursuant to a notice in writing by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received (or within 545 days if the applicable Loan Party has entered into a binding contract to repair, replace or restore such property or make such reinvestment within 365 days of such receipt); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied in the following order, first, to the Term Facility and to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date arising after the applicable payment date (on a pro-rata basis among the Closing Date Term Loans and the Additional Term Loans), and thereafter, on a pro-rata basis amongto the remaining payments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis among the Closing Date Term Loans and the Additional Term Loans and after such application on a pro-rata basis amongst the remaining principal repayment installments of each Term Loan), second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b), and third, to Cash Collateralize outstanding Letters of Credit. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), or (iv) or (v) of this Section 5.02(e2.05(b)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a amount remaining, if any, after the prepayment in an aggregate principal amount full of Advances equal to all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the product Cash Collateralization of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested remaining L/C Obligations in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall full may be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested retained by the Borrower and agreed by for use in the Required Lenders following ordinary course of its business. Upon the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage drawing of any such Net Letter of Credit that has been Cash Proceeds Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the prepayment of Borrower or any other Loan Party) to reimburse the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property L/C Issuer or the assets of any Loan Party or of the share capital of any Loan PartyRevolving Credit Lenders, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrenceas applicable.

Mandatory. (i) If (A) any Loan Party Borrower or any of their Subsidiaries Disposes of any property or assets (other than pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which inventory in the aggregate ordinary course of business) which results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000$500,000 in the aggregate for any Fiscal Year, the Borrower Borrowers shall make a prepayment in prepay on or prior to the date which is five (5) Business Days after the date of such receipt, an aggregate principal amount of Advances Loans equal to the product of (I) 100% of such Net Cash Proceeds less upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vi) below); provided, however, that so long as no Default or Event of Default exists, Net Cash Proceeds relating to the percentage disposition of obsolete or retired equipment in the ordinary course of a Loan Party’s (or a Loan Party’s Subsidiary’s) business shall not be included (and shall not count against the $500,000 threshold set forth above) to the extent the applicable Loan Party (or applicable Loan Party’s Subsidiary) intends to use such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(ito acquire like assets useful to its business within ninety (90) (such net percentage, days after the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by or to reimburse itself for such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following purchase occurring before receipt of such Net Cash Proceeds. (ii) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 (including, without limitation, Section 7.02(h)), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is three (3) Business Days after the “Reinvestment Period”receipt thereof by any Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (andvi) below). (iii) Upon the receipt of any settlement of or payment to any Loan Party or Loan Parties with respect to any property or casualty insurance, which results in the case realization by such Person or Persons of Net Cash Proceeds in excess of $500,000 in the aggregate for any such written intent or binding commitmentFiscal Year, the reinvestment contemplated Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is three (3) Business Days after the date of receipt thereof by such written intent or binding commitment shall have been consummated within 180 days (Borrower or such longer period Subsidiary (such prepayments to be applied as requested by the Borrower set forth in clauses (v) and agreed by the Required Lenders following the last day of the Reinvestment Period)(vi) below); provided that (1) with respect to any Net Cash Proceeds of an Extraordinary Receipt, at the election of the Borrowers, and so long as an no Event of Default shall have occurred and be continuing, no Loan Party shall be permitted such Borrower or such Subsidiary may (A) utilize any Net Cash Proceeds constituting proceeds of casualty insurance to make promptly repair or rebuild, as applicable, any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal property damaged to the Asset Percentage comparable state of such property prior to the casualty event, or (B) reinvest all or any portion of such Net Cash Proceeds in fixed capital or operating assets, in each case of clause (A) or (B) so long as (x) within 180 days after receipt of such Net Cash Proceeds, such repair, rebuilding or reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (y) if a definitive agreement to so repair, rebuild or reinvest has been executed within such 180-day period, then such repair, rebuilding or reinvestment shall have been consummated within 180 days after the entering into of such definitive agreement; and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the AdvancesLoans as set forth in this Section 2.05(b)(iv). (iiiv) The Borrower If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrowers shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess (such prepayments and/or Cash Collateralization to be required to prepay all Advances upon the occurrence of a Change of Controlapplied as set forth in clause (vi) below). (iiiv) If Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) (other than clause (iv)) shall be applied, first, to the Term Loans (and, if applicable, any Governmental Authority Incremental Term Loans on a ratable basis), and to the remaining principal repayment installments thereof in inverse order of their maturities, on a pro rata basis (Aexcept to the extent any applicable Term Lender agrees to receive less than its pro rata share of such prepayment) condemnsand second, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates to the Revolving Credit Facility (directly or indirectly through measures tantamount to expropriation) all or substantially all without permanent reduction of the property or Revolving Credit Commitments) in the assets manner set forth in clause (vi) of any Loan Party or this Section 2.05(b). Subject to Section 2.16, such prepayments shall be paid to the Lenders pro rata in accordance with their respective Applicable Percentages in respect of the share capital of any Loan Party, relevant Facilities. (Bvi) assumes custody or control of all or substantially all Prepayments of the property or Revolving Credit Facility made pursuant to this Section 2.05(b) shall be applied, first, ratably to the assetsL/C Borrowings, or second, ratably to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full (without any reductions of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, thenRevolving Credit Commitments, in each case) and, the Borrower third, shall be required used to prepay Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all Advances L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of business; provided, however, that, in the case of assets that are acquired as part of a Permitted Acquisition and subsequently sold by a Borrower or a Subsidiary within 45 thirty (30) days after such occurrencePermitted Acquisition, if such Permitted Acquisition was financed by Revolving Loans, then the mandatory prepayments with respect to such sold assets will be applied first ratably to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full (without any reductions of the Revolving Credit Commitments, in each case), second, to the Term Loans (and, if applicable, any Incremental Term Loans on a ratable basis), and to the remaining principal repayment installments thereof in inverse order of their maturities, on a pro rata basis (except to the extent any applicable Term Lender agrees to receive less than its pro rata share of such prepayment) and third, to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from any Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) If Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended February 28, 2005, which fiscal year shall be for the period from the Closing Date through February 28, 2005); provided that (A) if the Borrower is unable to prepay all or any Loan Party portion (a "shortfall amount") of the principal amount of the Term Loans required by this Section 2.05(b)(i) with respect to the Excess Cash Flow for any fiscal year solely because no funds are available to the Borrower to make such prepayment (such availability to be determined after giving effect to funds held by, or available to, Restricted Subsidiaries that may be remitted after receipt of all necessary regulatory approvals, directly or indirectly, to the Borrower but not taking into account any Indebtedness that may be incurred by any Restricted Subsidiaries) other than funds held by any Regulated Subsidiary which funds may not be remitted to an Unregulated Person, whether pursuant to intercompany loans, distributions on equity or otherwise, without causing a Mandatory Prepayment Net Capital Deficiency with respect to such Regulated Subsidiary to occur, then the Borrower shall not be required to make the portion of such prepayment equal to the shortfall amount until the date on which any Regulated Subsidiary is able to remit such funds to an Unregulated Person without causing a Mandatory Prepayment Net Capital Deficiency and (B) such percentage shall be reduced to (1) 25% if the Leverage Ratio as of the last day of the immediately preceding four fiscal quarters was less than 4.0:1 and (2) 0% if the Leverage Ratio as of the last day of the immediately preceding four fiscal quarters was less than 3.0:1. (ii) (A) If (x) Holdings, the Borrower or any of its Restricted Subsidiaries Disposes of any property or assets (other than pursuant to clause any Disposition of any property or assets (i1) permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (ii▇), (iii▇), (iv▇), (▇), (▇), (▇), (▇), (▇) , (▇), (▇), (▇) or (v) of Section 5.02(e)n) or (B2) consummated by any Regulated Subsidiary to the extent, and for so long as, the Net Cash Proceeds thereof may not be remitted to an Unregulated Person, (aa) as a result of the failure to receive necessary regulatory approvals or (bb) pursuant to intercompany loans, distributions on equity or otherwise, without causing a Mandatory Prepayment Net Capital Deficiency with respect to such Regulated Subsidiary to occur), or (y) any Casualty Event occurs(other than any Casualty Event with respect to any Regulated Subsidiary to the extent, which and for so long as, the Net Cash Proceeds thereof may not be remitted to an Unregulated Person, (aa) as a result of the failure to receive necessary regulatory approvals or (bb) pursuant to intercompany loans, distributions on equity or otherwise, without causing a Mandatory Prepayment Net Capital Deficiency with respect to such Regulated Subsidiary to occur), which, in either case, in the aggregate results in the realization or receipt by any Loan Party Holdings, the Borrower or such Restricted Subsidiary of Net Cash Proceeds Proceeds, in excess of U.S.$20,000,000$1,000,000 in any fiscal year, the Borrower shall make a prepayment in an aggregate principal amount of Advances equal cause to be prepaid on or prior to the product date which is ten (10) Business Days after the date of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized realization or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Partyan aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that, that no such prepayment shall be required pursuant to this Section 2.08(b)(i2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall haveif, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent intention to reinvest all or entry into a legally binding commitment to reinvest, portion of such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”accordance with Section 2.05(b)(ii)(B) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and which election may only be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when made if no Event of Default has occurred and is then continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment of the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.);

Mandatory. If, prior to the Conversion Date: (i) If the Borrower or any of its Subsidiaries shall (1) incur any Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 6.03(1)(w), (1)(x), (2), (13) or (14) (as it relates to Section 6.03(2) and (14) only) or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees in connection therewith or (2) issue any debt securities (including any Securities issued pursuant to a Securities Demand), then an amount equal to 100% of the Net Proceeds thereof shall be applied promptly (but in no event later than three Business Days) after the receipt thereof toward the prepayment of the Initial Loans; (ii) the Borrower, Holdings or any of the Borrower’s Restricted Subsidiaries shall issue any public equity securities (other than (1) to the Equity Investors, (2) in connection with an acquisition permitted by the terms of this Agreement and (3) to employees pursuant to employee benefit plans in effect on the Closing Date), then an amount equal to 100% of the Net Proceeds thereof shall be applied promptly (but in no event later than ten Business Days) after the receipt thereof toward the prepayment of the Initial Loans; or (iii) the Borrower or any of its Restricted Subsidiaries shall receive Net Proceeds in respect of any Prepayment Asset Sale or Property Loss Event, then an amount equal to 100% of the Net Proceeds thereof, (subject to the restrictions set forth herein) shall be applied promptly (but not in no event later than ten Business Days) after the receipt thereof toward the prepayment of the Initial Loans; provided that if (A) prior to the date any Loan Party Disposes of any property (other than pursuant such prepayment is required to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000be made, the Borrower shall make a prepayment in an aggregate principal amount of Advances equal to the product of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to notifies the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, a kind then used or usable in the case business of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that its Restricted Subsidiaries (1including any Related Business Assets) so long as an and (B) no Event of Default shall have occurred and be continuingcontinuing at the time of such proposed reinvestment, and no Loan Party Event of Default under clause (a) or (f) of Section 7.01 (each, a “Specified Default”) shall have occurred and shall be permitted to make any continuing at the time of proposed reinvestment (unless, in the case of such reinvestments (other than Specified Default, such reinvestment is made pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event Specified Default was continuing), then the Borrower shall not be required to prepay Initial Loans hereunder in respect of Default such Net Proceeds to the extent that such Net Proceeds are so reinvested within 365 days after the date of receipt of such Net Proceeds (or, within such 365 day period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Proceeds, and such Net Proceeds are so reinvested within 180 days after such binding commitment is continuing) and (2) so entered into); provided, however, that if any proceeds Net Proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be applied as a repayment on or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal prior to the Asset Percentage last day of any the applicable application period, such Net Cash Proceeds shall be applied within five Business Days to the prepayment of the Advances. Initial Loans as set forth above (ii) The Borrower shall be required without regard to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.immediately preceding proviso); or

Mandatory. (i) If Within ten Business Days after receipt by the Borrower or any Restricted Subsidiary of any Net Available Proceeds from any Asset Sale or series of related Asset Sales permitted by Section 8.01(d), (k), (l) or (m), the Borrower shall either (1) prepay an aggregate principal amount of Loans or (2) commit to prepay, redeem, purchase, defease or otherwise satisfy other term Indebtedness of the Borrower to the extent permitted by Section 8.05 (other than Section 8.05(i)) (and thereafter consummate such prepayment, redemption, purchase, defeasance or satisfaction within an additional 45 days), or any combination of the foregoing in an aggregate amount equal to 100% of such Net Available Proceeds (with any prepayments of the Loans to be applied as set forth in clauses (iv) and (vi) below); provided, that at the election of the Borrower (as notified by the Borrower to the Administrative Agent within ten Business Days following the date of receipt of such Net Available Proceeds of such Asset Sale), the Borrower and its Restricted Subsidiaries may reinvest all or any portion of such Net Available Proceeds in assets that are used or useful in the business of the Borrower and the Restricted Subsidiaries (including by way of merger or Investment) (x) within 365 days following the date of receipt of such Net Available Proceeds of such Asset Sale or (y) if the Borrower and its Restricted Subsidiaries enter into a legally binding commitment to use such Net Available Proceeds before the expiration of the 365-day period referred to in preceding clause (x), within 180 days after the end of such 365-day period; provided further, however, that any Net Available Proceeds not subject to such legally binding commitment or so reinvested within such 365-day period (as such period may be extended as permitted above) (or, in either case, such earlier date, if any, as the Borrower or such Restricted Subsidiary determines not to reinvest the Net Available Proceeds from such Asset Sale as set forth above) shall be immediately applied to the prepayment of the Loans or other term Indebtedness as set forth in this Section 2.04(b)(i). (ii) Within five days after the receipt by the Borrower or any Restricted Subsidiary of any Net Available Proceeds from any Debt Issuance or incurrence of Credit Agreement Refinancing Indebtedness, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Available Proceeds (such prepayments to be applied as set forth in clauses (iv) and (vi) below). (iii) Within ten days after the receipt by the Borrower or any Restricted Subsidiary of any Net Available Proceeds of any Casualty Event, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Available Proceeds received therefrom (such prepayments to be applied as set forth in clauses (iv) and (vi) below); provided, that, with respect to any Net Available Proceeds realized with respect to any such Casualty Event, (A) at the election of the Borrower (as notified by the Borrower to the Administrative Agent within ten days following the date of receipt of such Net Available Proceeds of such Casualty Event), the Borrower and its Restricted Subsidiaries may reinvest all or any Loan Party Disposes portion of such Net Available Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Available Proceeds were paid or in assets that are used or useful in the business of the Borrower and the Restricted Subsidiaries (including by way of merger or Investment) (x) within 365 days following the date of receipt of such Net Available Proceeds of such Casualty Event or (y) if the Borrower and its Restricted Subsidiaries enter into a legally binding commitment to use such Net Available Proceeds before the expiration of the 365-day period referred to in preceding clause (x), within 180 days after the end of such 365-day period; and provided further, however, that any Net Available Proceeds not subject to such legally binding commitment or so reinvested within such 365-day period (as such period may be extended as permitted above) (or, in either case, such earlier date, if any, as the Borrower or such Restricted Subsidiary determines not to reinvest such Net Available Proceeds as set forth above) shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iii); and provided further, however, that with respect to any such replacement or restoration of property or assets constituting Collateral, the Borrower shall take all actions specified in Section 6.09 in order that such property or asset shall constitute Collateral upon the acquisition or construction thereof and (B) if the Borrower and its Restricted Subsidiaries are required to apply any such Net Available Proceeds under the applicable Master Lease to any other purpose, such Net Available Proceeds may be applied to such purpose in lieu of making the prepayment of the Loans required by this Section 2.04(b)(iii); provided, however, that any Net Available Proceeds not subject to any such requirements under the applicable Master Lease, or that are subsequently released from such use, shall be immediately applied to the prepayment of the Loans as otherwise set forth in this Section 2.04(b)(iii). (iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) shall be applied first (a) ratably to each Class of Term Loans (or, in the case of New Term Loans, Extended Term Loans and Other Term Loans, on a less than pro rata basis if elected in the applicable Incremental Joinder Agreement, Extension Amendment or Refinancing Amendment) and (b) (x) for the Term Loans, to the principal repayment installments thereof in forward order of maturity and (y) for any other Class of Term Loans, as set forth for such Class in the applicable Extension Amendment, Refinancing Amendment or Incremental Joinder Agreement and second, to the Revolving Facility in the manner set forth in clause (vi) below; provided that, notwithstanding the foregoing, each prepayment pursuant to Section 2.04(b)(ii) above with the proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to the applicable Refinanced Debt. Any prepayment of the Term Facility on or prior to the first anniversary of the Closing Date pursuant to Section 2.04(b)(ii) in connection with a Repricing Event described in clause (i) of the definition thereof shall be accompanied by the payment of the fee described in Section 2.08(c). (v) If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrower shall immediately prepay Revolving Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vi) Prepayments of the Revolving Facility made pursuant to clause this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations, and, in the case of prepayments of the Revolving Facility required pursuant to clauses (i), (ii), (iii), (iv) or (viii) of this Section 5.02(e2.04(b)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a amount remaining, if any, after the prepayment in an aggregate principal amount full of Advances equal to all L/C Borrowings and Revolving Loans outstanding at such time and the product Cash Collateralization of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested remaining L/C Obligations in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall full may be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested retained by the Borrower and agreed by for use in the Required Lenders following ordinary course of their business. Upon the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage drawing of any such Net Letter of Credit that has been Cash Proceeds Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the prepayment of Borrower or any other Loan Party) to reimburse the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property applicable L/C Issuer or the assets of any Loan Party or of the share capital of any Loan PartyRevolving Lenders, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrenceas applicable.

Mandatory. (i) If (A) In the event and on such occasion that any Net Cash Proceeds are received by or on behalf of any Loan Party Disposes or any Subsidiary of a Loan Party in respect of any property (other than pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000Reduction Event, the Borrower shall make prepay Loans no later than the fifth Business Day following the occurrence of such Reduction Event (or in the case of a prepayment Reduction Event described in clause (a) of the definition of the term “Reduction Event”, on or before the fifth Business Day of the month following the month in which such sale occurs) by an aggregate principal amount of Advances equal to (A) if such Reduction Event is an event described in clause (a), (b), (c) or (e) of the product definition of (I) the term “Reduction Event”, 100% of such the Net Cash Proceeds less received with respect to such Reduction Event and (B) if such Reduction Event is an event described in clause (d) of the percentage definition of such the term “Reduction Event”, 50% of the Net Cash Proceeds reinvested received with respect to such Reduction Event (with such prepayments to be applied as set forth in Section 2.04(b)(iii) and Section 2.04(b)(iv) below), provided that any Net Cash Proceeds from an Asset Sale that is a Reduction Event shall not be applied to prepay Loans, in accordance with this Section 2.08(b)(i2.04(b)(i) until the aggregate amount of Net Cash Proceeds not yet applied in accordance with this Section 2.04(b)(i) exceeds $1,000,000, at which time all such Net Cash Proceeds shall be so applied. Notwithstanding the foregoing to the contrary: (A) (1) if Net Cash Proceeds from an Asset Sale relating to Restaurant Businesses (including any Refranchising Asset Sale), when combined with all other such net percentageevents occurring in any fiscal year of Parent and its Subsidiaries, results in aggregate Net Cash Proceeds of not more than $20,000,000 for such fiscal year, to the “Asset Percentage”) and (II) extent that the Borrower applies the Net Cash Proceeds realized from such event (or received with respect a portion thereof) within the Reinvestment Period to (y) a Dispositionacquire Reinvestment Assets, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt then no prepayment of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment Loans shall be required pursuant to this Section 2.08(b)(i2.04(b)(i) with in respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice amount except to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage extent of any such Net Cash Proceeds shall be therefrom that have not been so applied to by the end of such Reinvestment Period, at which time a prepayment of the Advances. (ii) The Borrower Loans shall be required in an amount equal to prepay all Advances upon such Net Cash Proceeds that have not been so applied (with such prepayment to be applied as set forth in Section 2.04(b)(iii) and Section 2.04(b)(iv) below); provided that Parent shall deliver to the occurrence Administrative Agent a certificate of a Change of Control. Responsible Officer promptly (iii) If and in any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all event no later than the fifth Business Day of the property or month following the assets month in which such Net Cash Proceeds were received) following receipt of any Loan Party or Net Cash Proceeds of an Asset Sale relating to Restaurant Businesses (including any Refranchising Asset Sale) for which a prepayment of Loans, may be required pursuant to Section 2.04(b)(i) setting forth a reasonably detailed calculation of the share capital amount of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.Net Cash Proceeds; and

Mandatory. (i) If Commencing with Fiscal Year 2011, within five Business Days after financial statements have been delivered pursuant to Section 6.01(b) and the related Compliance Certificate has been delivered pursuant to Section 6.01(c), the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) the Repayment Percentage of Excess Cash Flow for the Fiscal Year covered by such financial statements over (B) the sum of (i) the aggregate principal amount of Term Loans prepaid during such Fiscal Year pursuant to Section 2.05(a)(i) and (ii) the excess of (x) all prepayments made under Section 2.05(b)(iii) over (y) the aggregate amount of prepayments made under Section 2.05(b)(iii) that, pursuant to the operation of clause (x), have previously reduced the prepayment amount pursuant to this Section 2.05(b)(i) (such prepayments to be applied as set forth in clauses (v) and (vii) below). (ii) If any Loan Party or any of its Subsidiaries Disposes of any Motor Vehicle (other than in connection with a Motor Vehicle Financing (including in connection with the repayment or other discharge of any Motor Vehicle Financing with or in anticipation of the receipt of proceeds from any sale or other disposition of any Motor Vehicles securing or the subject of such Motor Vehicle Financing) or a Newly Acquired Motor Vehicle Financing), Disposes of any property pursuant to Section 7.11(c), Disposes of any property in connection with a sale and leaseback pursuant to Section 7.15(c) or suffers a Casualty Event which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within five (5) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or Casualty Event described in this Section 2.05(b)(ii), at the election of the Borrower, and so long as no Default or Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets (including Permitted Acquisitions) so long as within 365 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); provided further, that acquisitions of assets (including pursuant to Permitted Acquisitions) that occurred within 90 days prior to receipt of such Net Cash Proceeds shall be treated as a permitted application pursuant to this clause; and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) Upon the sale or issuance by Holdings of any of its Capital Securities (other than any sales or issuances of Capital Securities to another Loan Party, any such sale or issuance on the Closing Date, any sale or issuance that yields Net Cash Proceeds of up to $28,000,000 as a result of the exercise of any over-allotment option in connection with any such sale or issuance on the Closing Date (provided that in the case of any such sale and issuance that yields Net Cash Proceeds in excess of $28,000,000, such excess shall be applied in accordance with this clause (iii)) and any issuance or sale for the purpose of funding a Permitted Acquisition), the Borrower shall prepay an aggregate principal amount of Loans equal to the Repayment Percentage of all Net Cash Proceeds received therefrom within three (3) Business Days of receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below). (iv) If any Loan Party receives any Net Cash Proceeds from (x) any Qualified Receivables Transaction representing an increase in the net outstanding realizations by the Loan Parties under all Qualified Receivables Transactions to in excess of $275,000,000 (or, if greater, the largest prior amount since the Closing Date of such net outstanding realizations) or (y) any Motor Vehicle Financing, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds, to be applied as set forth in clauses (v) and (vii) below. (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loan Facility to the principal repayment installments thereof occurring within the next 24 months in direct order of maturity, second, to the Term Loan Facility to the remaining principal repayment installments thereof on a pro-rata basis, and third, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b). (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 5.02(e2.05(b)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a amount remaining, if any, after the prepayment in an aggregate principal amount full of Advances equal to all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the product Cash Collateralization of the remaining L/C Obligations in full (I) 100% the sum of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentageprepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Asset PercentageReduction Amount”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall may be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested retained by the Borrower for use in the ordinary course of its business, and agreed the Revolving Credit Facility shall be automatically and permanently reduced by the Required Lenders following Reduction Amount as set forth in Section 2.06(b)(ii). Upon the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage drawing of any such Net Letter of Credit that has been Cash Proceeds Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the prepayment of Borrower or any other Loan Party) to reimburse the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property L/C Issuer or the assets of any Loan Party or of the share capital of any Loan PartyRevolving Credit Lenders, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrenceas applicable.

Mandatory. (i) If The Revolving Facility shall be automatically and permanently reduced by an amount equal to $50,000,000 (provided, that, in no event shall the Revolving Facility be reduced to less than $150,000,000) (such reduction of the Revolving Facility, to the extent it occurs, a “Revolving Facility Reduction Event”) on the earliest to occur of (A) any Loan Party Disposes the date of any property (other than pursuant to clause (i)the Disposition of the Corporate Headquarters, (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or date of receipt by any Loan Party of Net Cash Proceeds from an Involuntary Disposition of the Corporate Headquarters in an aggregate amount in excess of U.S.$20,000,000, the Borrower shall make a prepayment in an aggregate principal amount of Advances equal $5,000,000 to the product of (I) 100% of extent such Net Cash Proceeds less are not reinvested in assets (excluding current assets as classified by GAAP) that are useful in the percentage business of the Borrower and its Subsidiaries within eighteen (18) months of the date of such Involuntary Disposition (it being understood that any such Net Cash Proceeds not so reinvested shall be deemed to have been received on the Business Day immediately following the expiration of such eighteen (18) month period), and (C) the date that is the first anniversary of the Closing Date (the “Mortgage Notice Date”); provided, that, in accordance with the case of this Section 2.08(b)(iclause (C), if the Borrower has delivered written notice to the Lender electing to grant a Mortgage (subject to Permitted Liens) in the Corporate Headquarters in favor of the Lender for the benefit of the Secured Parties to secure the Secured Obligations (such net percentagethe “Collateral Notice”) on or prior to the Mortgage Notice Date, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment Revolving Facility shall not be required reduced pursuant to this Section 2.08(b)(i2.05(b)(i)(C) with respect to such portion of such Net Cash Proceeds that so long as the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its date that is ninety (90) days (or such Loan Party’sextended period of time as agreed to by the Lender in its reasonable discretion) reinvestment ofafter the Mortgage Notice Date, provided to the Lender a Mortgage and such Mortgaged Property Support Documents as the Lender may request to cause the Corporate Headquarters to be subject at all times to a Mortgage (subject to Permitted Liens) in favor of the Lender for the benefit of the Secured Parties to secure the Secured Obligations. For the avoidance of doubt, the automatic and permanent reduction in the Revolving Facility on the dates contemplated in clauses (A) and (B) above shall occur at any time such Disposition occurs or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (are received, as applicable, whether prior to or after the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by date the Borrower delivers the Collateral Notice and/or the a Mortgage and agreed by Mortgaged Property Support Documents for the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than Corporate Headquarters pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuingclause (C) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment of the Advancesabove. (ii) The Borrower If after giving effect to any reduction or termination of the Revolving Facility under this Section 2.05, the Letter of Credit Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, as the case may be, shall be required to prepay all Advances upon automatically reduced by the occurrence amount of a Change of Controlsuch excess. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.

Mandatory. (i) [Reserved]. (ii) If any Loan Party or any of its Subsidiaries Disposes of any Motor Vehicle (Aother than in connection with a Motor Vehicle Financing (including in connection with the repayment or other discharge of any Motor Vehicle Financing with or in anticipation of the receipt of proceeds from any sale or other disposition of any Motor Vehicles securing or the subject of such Motor Vehicle Financing) or a Newly Acquired Motor Vehicle Financing), Disposes of any property pursuant to Section 7.11(c) or Section 7.11(p) or suffers a Casualty Event which results in the realization by such Person in such transaction (or series of related transactions) of Net Cash Proceeds in excess of $50,000,000, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within five (5) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or Casualty Event described in this Section 2.05(b)(ii), at the election of the Borrower, and so long as no Default or Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets (including Permitted Acquisitions) so long as within 365 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); provided further, that acquisitions of assets (including pursuant to Permitted Acquisitions) that occurred within 90 days prior to receipt of such Net Cash Proceeds shall be treated as a permitted application pursuant to this clause; and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii); provided further that no prepayment shall be required pursuant to this Section 2.05(b)(ii) if at the time of such Disposition or Casualty Event, the Consolidated Leverage Ratio is less than or equal to 2.50:1.00. (iii) If any Loan Party Disposes of any property in connection with a sale and leaseback pursuant to Section 7.15(c)(ii) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within five (5) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vii) below; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(iii), at the election of the Borrower, and so long as no Default or Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets (including Permitted Acquisitions) so long 509265-1512-15059-Active.17708695.1 49 as within 365 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); provided further, that acquisitions of assets (including pursuant to Permitted Acquisitions) that occurred within 90 days prior to receipt of such Net Cash Proceeds shall be treated as a permitted application pursuant to this clause; and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iii); provided further that no prepayment shall be required pursuant to this Section 2.05(b)(iii) if at the time of such Disposition, the Consolidated Leverage Ratio is less than or equal to 2.50:1.00. (iv) If any Loan Party receives any Net Cash Proceeds from any Motor Vehicle Financing, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds, to be applied as set forth in clauses (v) and (vii) below; provided that no prepayment shall be required pursuant to this Section 2.05(b)(iv) if at the time of, and after giving effect to, the consummation of such Motor Vehicle Financing, the Consolidated Leverage Ratio on a pro forma basis is less than or equal to 2.50:1.00. (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Tranche A Term Facility, to the principal repayment installments thereof occurring within the next 24 months in direct order of maturity, second, to the Tranche A Term Facility, to the remaining principal repayment installments thereof on a pro-rata basis, and third, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b). (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 5.02(e2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) or (B) any Casualty Event occurs, which may be retained by the Borrower for use in the aggregate results ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(ii). Upon the realization drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or receipt by notice to or from the Borrower or any other Loan Party Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Notwithstanding the foregoing, if a mandatory prepayment of Net Cash Proceeds in excess Eurodollar Rate Loans is required pursuant to clause (b) of U.S.$20,000,000this Section 2.05 to be made on a date that is not an Interest Payment Date, the Borrower shall make a may delay such mandatory prepayment in an aggregate principal amount of Advances equal to until the product of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) next succeeding Interest Payment Date so long as an (i) no Default or Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) continuing and (2ii) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, Borrower deposits an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the mandatory prepayment of the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment period of any Loan Party or any action that would prevent any Loan Party from carrying such delay in a cash collateral account maintained with (or, at the Administrative Agent’s discretion, on all or substantially all of its business or operations or behalf of) (D) takes any administrative action or enacts any law and subject to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.documentation

Mandatory. (i) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (Aii) Upon completion of (i) any Loan Party early termination of any Hedge Transaction used in determining the Borrowing Base on the immediately preceding Determination Date or (ii) the Disposition of any assets included in the Borrowing Base on the immediately preceding Determination Date, the effect of which termination or Disposition would be a reduction in the Borrowing Base then in effect of 10.0% or more on a pro forma basis, the Borrowing Base shall immediately and automatically upon consummation of such transaction be reduced by the Borrowing Base contribution of such Hedge Transaction or assets, and all Net Cash Proceeds from the termination of such Hedge Transaction or the Disposition of such assets shall be applied to reduce or eliminate any Borrowing Base Deficiency resulting from such reduction. (iii) To the extent not covered by (ii), if the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than pursuant to clause (i), (ii), (iii), (ivunder Section 7.05(g) or suffers a Casualty Event which results in the realization by such Person of Net Cash Proceeds, the Borrower shall use the Net Cash Proceeds to eliminate any Borrowing Base Deficiency resulting from such sale; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (vA) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Restricted Subsidiary of Section 5.02(e)a kind then used or usable in the business of the applicable Person (with equal or greater aggregate Attributed Value) within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Restricted Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Restricted Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets (with equal or greater aggregate Attributed Value) within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in excess replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor (other than Lariat, except that any proceeds of U.S.$20,000,000any Casualty Event suffered by Lariat shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by Lariat, the Borrower or a Guarantor) of a kind then used or usable in the business of the applicable Person (with equal or greater aggregate Attributed Value) within 180 days from the date of receipt thereof. (iv) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances Loans equal to the product of (I) 100% of such all Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after therefrom immediately upon receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested thereof by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that or such Restricted Subsidiary (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended prepayments to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment of the Advancesas set forth in clause (v) below). (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.

Mandatory. (i) If Within fifteen (15) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the Fiscal Year ending December 31, 2008) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Company shall cause to be prepaid an aggregate Dollar Amount of Term Loans equal to (A) any Loan Party Disposes the Applicable ECF Percentage of any property (other than pursuant to clause (i)Excess Cash Flow, (ii)if any, (iii), (iv) or (v) of Section 5.02(e)) or for the Fiscal Year covered by such financial statements minus (B) any Casualty Event occursthe sum of (1) all voluntary prepayments of Term Loans during such Fiscal Year, which in each case to the aggregate results extent such prepayments are not funded with the proceeds of Indebtedness; (2) all voluntary prepayments of Revolving Credit Loans, Swingline Loans and loans under the Asset Backed Credit Facility and the Receivables Financings during such Fiscal Year, in each case to the realization or receipt by any Loan Party extent the related commitments are concurrently and permanently reduced and in each case to the extent such prepayments are not funded with the proceeds of Net Cash Proceeds Indebtedness; (3) if both (x) there is a decrease in excess Consolidated Working Capital in such Fiscal Year and (y) the Average ▇▇▇▇▇ Crude Oil Price for the last fiscal quarter of U.S.$20,000,000such Fiscal Year is lower than the Average ▇▇▇▇▇ Crude Oil price for the last fiscal quarter of the previous Fiscal Year, the Borrower shall make a prepayment in an aggregate principal amount of Advances equal to the product of (I) 100% the amount of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested decrease in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) Consolidated Working Capital and (II) the Net Cash Proceeds realized or received with respect Applicable ECF Percentage for such Fiscal Year; provided that the Company shall deposit an amount equal to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt the amount of such Net Cash Proceeds by decrease in Consolidated Working Capital into the Working Capital Reserve Account and none of such Loan Party; provided that, no such prepayment decrease in Consolidated Working Capital so deposited shall be included in the calculation of the amount of Excess Cash Flow required to be applied pursuant to this Section 2.08(b)(i2.05(b)(i)), unless the Average ▇▇▇▇▇ Crude Oil Price over the last fiscal quarter of the relevant Fiscal Year is between zero and 5% lower than the Average ▇▇▇▇▇ Crude Oil Price over the last fiscal quarter of the previous Fiscal Year, in which case 50% of such decrease in Consolidated Working Capital shall be deposited into the Working Capital Reserve Account (and, for the avoidance of doubt, the other 50% shall continue to be included in the calculation of Excess Cash Flow); provided that all amounts deposited in the Working Capital Reserve Account shall only be used (x) to fund any net increase in Consolidated Working Capital during the following Fiscal Year; and/or (y) to prepay the Loans in accordance with Section 2.05(b)(i) as if the amount prepaid had not been excluded from Excess Cash Flow in such relevant Fiscal Year pursuant to this Section 2.05(b)(i), and must be so applied in full by the end of the following Fiscal Year; and any payment out of the Working Capital Reserve Account shall be certified at the end of the fiscal quarter during which such payment is made by the Company Financial Officer as being made in compliance with the terms of this Agreement; and (4) if both (x) after giving Pro Forma Effect to any prepayment made pursuant to this Section 2.05(b)(i), the projections then most recently delivered pursuant to 6.01(c) show Liquidity at any point during the next two Fiscal Years covered by such projections to be less than $800,000,000 ($800,000,000 less such Liquidity, the “Liquidity Shortfall”) and (y) the outstanding amount under the Receivables Financing and the ABF Inventory Facility (taken as a whole) at the end of the Fiscal Year with respect to which Excess Cash Flow is calculated is less than such portion amount at the end of such Net Cash Proceeds that the Borrower shall haveprevious Fiscal Year without any corresponding permanent reduction in associated commitments (a “Temporary Paydown”), on or prior to such date, given written notice then an amount equal to the Administrative Agent product of its (or I) the lesser of the Liquidity Shortfall and the amount of the Temporary Paydown and (II) the Applicable ECF Percentage for such Loan Party’s) reinvestment ofFiscal Year (such product, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment PeriodECF Deferral Amount”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1A) so long as an Event of Default the prepayment obligation pursuant to this Section 2.05(b)(i) in the next succeeding Fiscal Year shall have occurred be increased by the ECF Deferral Amount unless and be continuing, to the extent there is also a Liquidity Shortfall for such next succeeding Fiscal Year and (B) no Loan Party Restricted Payments pursuant to Section 7.06(n) or payments pursuant to 7.13(a)(iv) shall be permitted until the earlier of (1) the payment of such ECF Deferral Amount in accordance with Section 2.05(b)(i) with respect to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and the next succeeding Fiscal Year or (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery deposit of a notice of reinvestment election, an amount in cash equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to ECF Deferral Amount in the prepayment of the AdvancesWorking Capital Reserve Account. (ii) The Borrower If (A) the Company or any of its Restricted Subsidiaries Disposes of any property or assets after the Original Closing Date (other than any Disposition of any property or assets permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (l)), (B) any Casualty Event occurs after the Original Closing Date, or (C) any Recovery Event occurs after the Original Closing Date, in each case that results in the realization or receipt by the Company or such Subsidiary of Net Proceeds, the Company shall cause to be required prepaid an aggregate amount of Term Loans equal to prepay 100% of all Advances upon Net Proceeds received on or prior to the occurrence date which is ten (10) Business Days after the date of a Change the realization or receipt by the Company or such Restricted Subsidiary of Controlsuch Net Proceeds. (iii) If the Company or any Governmental Authority of its Restricted Subsidiaries incurs or issues any Indebtedness after the Original Closing Date (Aother than Indebtedness not prohibited under Section 7.03), the Company shall cause to be prepaid an aggregate Dollar Amount of Term Loans equal to 100% of all cash proceeds of such Indebtedness (net of all Taxes, fees, costs and expenses which are incurred by the Company and its Restricted Subsidiaries with respect to such incurrence or issuance) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates received therefrom on or otherwise expropriates prior to the date which is ten (directly or indirectly through measures tantamount to expropriation10) all or substantially all of Business Days after the property or the assets of any receipt by such Loan Party or Restricted Subsidiary of such cash proceeds. (iv) If for any reason the aggregate Primary Revolving Credit Exposures at any time exceed the aggregate Primary Revolving Credit Commitments then in effect (including pursuant to Section 2.15(b)), the Company shall promptly cause to be prepaid Primary Revolving Credit Loans and/or Swing Line Loans and Cash Collateralize the Primary L/C Obligations in an aggregate amount equal to such excess (or the amount required pursuant to Section 2.15(b)); provided that the Company shall not be required to Cash Collateralize the Primary L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the share capital Primary Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Primary Revolving Credit Commitments then in effect. (v) If for any reason the aggregate Dutch Revolving Credit Exposures at any time exceed the aggregate Dutch Revolving Credit Commitments then in effect (including pursuant to Section 2.15(b)), the Company shall promptly cause to be prepaid Dutch Revolving Credit Loans and Cash Collateralize the Dutch L/C Obligations in an aggregate amount equal to such excess (or the amount required pursuant to Section 2.15(b)); provided that the Company shall not be required to Cash Collateralize the Dutch L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Dutch Revolving Credit Loans such aggregate Outstanding Amount exceeds the aggregate Primary Revolving Credit Commitments then in effect. (vi) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied, subject to clause (vii) below, pro rata among the Tranche A Term Loans and Tranche B Term Loans, and shall be applied among the Tranche B-1 Term Loans, Tranche B-2 Term Loans and Tranche B-3 Term Loans as the Borrowers’ Agent shall direct. Each prepayment of any Loan Partytranche of Term Loans pursuant to Section 2.05(b) shall be applied within such tranche first, (B) assumes custody or control of all or substantially all to accrued interest and fees due on the amount of the property or prepayment under such Term Loan Facility, and second, to the assets, or applicable remaining Repayment Amounts due pursuant to Section 2.07 on (x) a pro rata basis in the case of the business Tranche B Term Loans or operations, (y) in direct order of any Loan Party or maturity in the case of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, thenTranche A Term Loans, in each casecase in accordance with the Appropriate Lenders’ respective Pro Rata Shares. (vii) The Borrowers’ Agent shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iii) of this Section 2.05(b) at least three (3) 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 amount of such prepayment. The Administrative Agent shall promptly notify each Appropriate Lender of the contents of the prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. At any time when Tranche A Term Loans are outstanding, each Tranche B Term Lender may reject all or a portion of its Pro Rata Share of any optional or mandatory prepayment (such declined amounts, the Borrower “Declined Proceeds”) of Tranche B Term Loans by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company no later than 5:00 p.m. one Business Day after the date of such Tranche B Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice shall specify the principal amount of the mandatory repayment of Tranche B Term Loans to be rejected by such Lender. If a Tranche B Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Tranche B Term Loans to be rejected, such Tranche B Term Lender will be deemed to have accepted the total amount of such prepayment of Loans applicable to it. At any time when Tranche A Term Loans are outstanding, any Declined Proceeds of Tranche B Term Loans shall be required applied to prepay all Advances within 45 days the Repayment Amounts, if any, with respect to the Tranche A Term Loans in accordance with clause (vi). After repayment in full of the Tranche A Term Loans, the Tranche B Term Lenders may not decline any optional prepayments under Section 2.05(a) but may continue to decline mandatory prepayments under Section 2.05(b) and, subject to any mandatory prepayment provisions under the Asset Backed Credit Facilities or the Senior Second Lien Debt and any Permanent Financing, any Declined Proceeds shall be retained by the Company. (viii) In the event any Tranche B Term Loans are prepaid pursuant to Section 2.05(b)(iii) and the Indebtedness triggering such prepayment obligation has lower applicable margins or applicable total yield (after giving effect to any premiums paid on such occurrenceIndebtedness), such repaid Tranche B-3 Term Loans and Tranche B-2 Term Loans shall be subject to the same prepayment premiums as set forth in Section 2.05(a)(iii) and Section 2.05(a)(iv), respectively.

Mandatory. (i) If (A) Within ten Business Days after receipt by the Borrower or any Loan Party Disposes Restricted Subsidiary of any property (other than pursuant to clause (iNet Available Proceeds from any Asset Sale or series of related Asset Sales permitted by Section 8.01(d), (iim), (iii), (ivn) or (v) of Section 5.02(eo)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a prepayment in either (1) prepay an aggregate principal amount of Advances Loans or (2) commit to prepay, redeem, purchase, defease or otherwise satisfy other term Indebtedness of the Borrower to the extent permitted by Section 8.05 (and thereafter consummate such prepayment, redemption, purchase, defeasance or satisfaction within an additional 45 days), or any combination of the foregoing in an aggregate amount equal to the product of (I) 100% of such Net Cash Available Proceeds less (with any prepayments of the percentage of such Net Cash Proceeds reinvested Loans to be applied as set forth in accordance with this Section 2.08(b)(i) clauses (such net percentage, the “Asset Percentage”iv) and (IIvi) below); provided, that at the Net Cash Proceeds realized or received with respect election of the Borrower (as notified by the Borrower to (y) a Disposition, the Administrative Agent within 60 days and (z) a Casualty Event, within five ten Business Days, in each case, after Days following the date of receipt of such Net Cash Available Proceeds by of such Loan Party; provided thatAsset Sale), no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such the Borrower and its Restricted Subsidiaries may reinvest all or any portion of such Net Cash Available Proceeds in assets that are used or useful in the business of the Borrower shall have, on and the Restricted Subsidiaries (including by way of merger or prior to Investment) (x) within 365 days following the date of receipt of such date, given written notice to Net Available Proceeds of such Asset Sale or (y) if the Administrative Agent of Borrower and its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry Restricted Subsidiaries enter into a legally binding commitment to reinvest, use such Net Cash Available Proceeds before the expiration of the 365-day period referred to in assets useful for its business within 90 days following receipt of such Net Cash Proceeds preceding clause (the “Reinvestment Period”) (andx), in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or after the end of such longer period as requested by the Borrower and agreed by the Required Lenders following the last 365-day of the Reinvestment Period))period; provided further, however, that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted any Net Available Proceeds not subject to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not or so reinvested by within such 365-day period (as such period may be extended as permitted above) (or, in either case, such earlier date, if any, as the deadlines specified above Borrower or if any such proceeds are no longer intended Restricted Subsidiary determines not to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to reinvest the Net Available Proceeds from such Asset Percentage of any such Net Cash Proceeds Sale as set forth above) shall be immediately applied to the prepayment of the AdvancesLoans or other term Indebtedness as set forth in this Section 2.04(b)(i). (ii) The Within ten days after the receipt by the Borrower or any Restricted Subsidiary of any Net Available Proceeds from any Debt Issuance or incurrence of Credit Agreement Refinancing Indebtedness, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Available Proceeds (such prepayments to be required to prepay all Advances upon the occurrence of a Change of Controlapplied as set forth in clauses (iv) and (vi) below). (iii) If Within ten days after the receipt by the Borrower or any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets Restricted Subsidiary of any Loan Party or of the share capital Net Available Proceeds of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each caseCasualty Event, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Available Proceeds received therefrom (such prepayments to be required applied as set forth in clauses (iv) and (vi) below); provided, that, with respect to prepay all Advances any Net Available Proceeds realized with respect to any such Casualty Event, (A) at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following the date of receipt of such Net Available Proceeds of such Casualty Event), the Borrower and its Restricted Subsidiaries may reinvest all or any portion of such Net Available Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Available Proceeds were paid or in assets that are used or useful in the business of the Borrower and the Restricted Subsidiaries (including by way of merger or Investment) (x) within 365 days following the date of receipt of such Net Available Proceeds of such Casualty Event or (y) if the Borrower and its Restricted Subsidiaries enter into a legally binding commitment to use such Net Available Proceeds before the expiration of the 365-day period referred to in preceding clause (x), within 180 days after the end of such occurrence365-day period; and provided further, however, that any Net Available Proceeds not subject to such legally binding commitment or so reinvested within such 365-day period (as such period may be extended as permitted above) (or, in either case, such earlier date, if any, as the Borrower or such Restricted Subsidiary determines not to reinvest such Net Available Proceeds as set forth above) shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iii); and provided further, however, that with respect to any such replacement or restoration of property or assets constituting Collateral, the Borrower shall take all actions specified in Section 6.09 in order that such property or asset shall constitute Collateral upon the acquisition or construction thereof and (B) if the Borrower and its Restricted Subsidiaries are required to apply any such Net Available Proceeds under the applicable Master Lease to any other purpose, such Net Available Proceeds may be applied to such purpose in lieu of making the prepayment of the Loans required by this Section 2.04(b)(iii); provided however, that any Net Available Proceeds not subject to any such requirements under the applicable Master Lease, or that are subsequently released from such use, shall be immediately applied to the prepayment of the Loans as otherwise set forth in this Section 2.04(b)(iii). (iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) shall be applied first (a) ratably to each Class of Term Loans (or, in the case of New Term Loans, Extended Term Loans and Other Term Loans, on a less than pro rata basis if elected in the applicable Incremental Joinder Agreement, Extension Amendment or Refinancing Amendment) and (b) (x) for the Term A Loans, to the principal repayment installments thereof on a pro rata basis, (y) for the Term B Loans, to the principal repayment installments thereof in forward order of maturity and (z) for any other Class of Term Loans, as set forth for such Class in the applicable Extension Amendment, Refinancing Amendment or Incremental Joinder Agreement and second, to the Revolving Facility in the manner set forth in clause (vi) below; provided that, notwithstanding the foregoing, each prepayment pursuant to Section 2.04(b)(ii) above with the proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to the applicable Refinanced Debt. Any prepayment of the Term B Facility after the Third Amendment Effective Date and on or prior to the six (6) month anniversary of the Third Amendment Effective Date pursuant to Section 2.04(b)(ii) in connection with a Repricing Event described in clause (i) of the definition thereof shall be accompanied by the payment of the fee described in Section 2.08(c). (v) If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrower shall immediately prepay Revolving Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.

Mandatory. (i) If (A) any Loan Party Disposes The Borrowers shall, if a Cash Dominion Period, has occurred and is continuing, on the Business Day following the date of receipt of any property (other than pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt Net Cash Proceeds by any Loan Party or any of Net its Restricted Subsidiaries during such Cash Proceeds in excess of U.S.$20,000,000Dominion Period, the Borrower shall make a prepayment in prepay an aggregate principal amount of the Advances equal to the product of (I) 100% of such Net Cash Proceeds less Proceeds; provided, however, that (A) the percentage of such Borrowers shall not be required to make any prepayment hereunder with Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, unless and until the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt aggregate amount of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of all such Net Cash Proceeds (excluding Net Cash Proceeds from Extraordinary Receipts) that have not theretofore been applied to prepay the “Reinvestment Period”Advances pursuant to this Section 2.07(b)(i) exceeds $5,000,000 (andat such time the Borrowers shall be required to make a prepayment hereunder with all such excess Net Cash Proceeds except to the extent such prepayment is not required under clause (B), (C), (D) or (E) of this proviso), (B) to the extent the aggregate amount of all Net Cash Proceeds (excluding Net Cash Proceeds from Extraordinary Receipts) received by the Loan Parties and their Restricted Subsidiaries shall exceed $10,000,000, only 75% of such excess amount of Net Cash Proceeds received shall be required to be applied to prepayment hereunder, (C) in the case of Net Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event (“Extraordinary Receipts Proceeds”), to the extent such written intent Extraordinary Receipts Proceeds are used to repair, restore or binding commitmentreplace the assets that are the subject of such event in substantially the same location promptly after the receipt of such Extraordinary Receipts Proceeds by a Loan Party or any of its Restricted Subsidiaries, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder, (D) in the case of Extraordinary Receipts Proceeds received with respect to a casualty or condemnation event in respect of Inventory, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder and (E) in the case of Extraordinary Receipts Proceeds on account of the claims subject to the C▇▇▇▇▇▇ Fire Settlement, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder to the extent that such Extraordinary Receipts Proceeds shall be used to pay or reimburse the Loan Parties and their Restricted Subsidiaries for funding the settlement fund described in the definition of “C▇▇▇▇▇▇ Fire Settlement” and/or for legal fees and expenses incurred in connection therewith. Notwithstanding the foregoing, (x) Net Cash Proceeds attributable to the assets of the Foreign Borrower or the Swiss Guarantor or any CFC shall not be required under this Section 2.07(b) to be applied to any repayment in respect of the US Revolving Credit Facility and (y) Net Cash Proceeds attributable to the assets of the US Loan Parties shall be applied first to the US Revolving Credit Facility as set forth in clause (iv) below, second, if required under Section 2.03(g), deposited in the US L/C Cash Collateral Account, third, to the Foreign Revolving Credit Facility as set forth in clause (iv) below, fourth, if required under Section 2.21(g), deposited in the Foreign L/C Cash Collateral Account. 77 Chemtura (Revolving Facility) Credit Agreement (ii) (A) The US Borrowers shall, on each Business Day, if applicable, prepay, in each case without any reduction of any Commitments, an aggregate principal amount of the US Revolving Credit Advances, the reinvestment contemplated by such written intent US Letter of Credit Advances or binding commitment shall have been consummated within 180 days (the Swing Line Advances or such longer period as requested by deposit an amount in the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, US L/C Collateral Account in an amount equal to the Asset Percentage amount by which (1) the sum of any such Net Cash Proceeds shall be applied to (x) the prepayment US Revolving Credit Advances, the US Letter of Credit Advances and the Swing Line Advances then outstanding plus (y) the aggregate Available Amount of all US Letters of Credit then outstanding exceeds (2) the lesser of (x) the sum of the Advancesaggregate US Revolving Credit Commitments and (y) the US Borrowing Base. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.

Mandatory. (i) If (A) Holdings or any Loan Party of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05 (except pursuant to clause (iSection 7.05(j), (ii), (iii), (ivSection 7.05(k) or (v) of Section 5.02(e7.05(l))) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000an aggregate amount of $10,000,000 per Fiscal Year, the Borrower Borrowers shall make a prepayment in prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Advances Pro Rata Obligations equal to the product of (I) 100% of such Net Cash Proceeds less the percentage in excess of such Net Cash Proceeds reinvested $10,000,000 no later than the later of (a) five (5) Business Days following receipt thereof by such Person and (b) five (5) Business Days after such $10,000,000 threshold is reached in accordance with this Section 2.08(b)(i) such Fiscal Year (such net percentage, the “Asset Percentage”prepayments (or Cash Collateralization) to be applied as set forth in paragraphs (v) and (IIvii) below). (ii) In the Net event that there shall be Consolidated Excess Cash Proceeds realized or received Flow for any Fiscal Year (commencing with respect to the Fiscal Year ending December 31, 2015), the Borrowers shall, no later than ninety (y90) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt the end of such Net Fiscal Year, prepay (or Cash Proceeds by such Loan Party; provided thatCollateralize, no such prepayment shall be required pursuant as applicable) an aggregate principal amount of Pro Rata Obligations equal to this Section 2.08(b)(i) with respect to such portion the ECF Percentage of such Net Consolidated Excess Cash Proceeds that the Borrower shall have, on or prior to Flow for such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, Fiscal Year less an amount equal to the Asset Percentage aggregate principal amount of any Term Loans voluntarily prepaid by the Borrowers during such Net Fiscal Year pursuant to Section 2.05(a) with internally generated cash of Holdings (and not from the proceeds of Indebtedness or the sale or issuance of Equity Interests) (such amount, the “Excess Cash Proceeds shall Flow Amount”, to be applied to the prepayment of the Advances. as set forth in paragraphs (iiv) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Controland (vii) below). (iii) Upon the incurrence or issuance by Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03) the Borrowers shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom on the day of receipt thereof by Holdings or such Subsidiary (such prepayments (or Cash Collateralization) to be applied as set forth in paragraphs (v) and (vii) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of Holdings or any of its Subsidiaries and not otherwise included in paragraph (i), (ii) or (iii) of this Section 2.05(b), the Borrowers shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom in excess of $10,000,000 per Fiscal Year no later than the later of (a) five (5) Business Days following receipt thereof by such Person and (b) five (5) Business Days after such $10,000,000 threshold is reached in such Fiscal Year (such prepayments (or Cash Collateralization) to be applied as set forth in paragraphs (v) and (vii) below). (v) Each prepayment (or Cash Collateralization, as applicable) of Pro Rata Obligations pursuant to this Section 2.05(b) shall be applied, first, ratably to the Term A Loans held by all Term Lenders in accordance with their Applicable Percentages (allocated to the next four principal repayment installments thereof in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal repayment installments thereof and the repayment at the final maturity thereof), second, any excess after the application of such proceeds in accordance with clause first above, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b) and third, any excess after the application of such proceeds in accordance with clauses first and second above may be retained by the Borrowers. Any prepayment of a Loan pursuant to this Section 2.05(b) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (vi) If for any Governmental Authority reason the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments at such time, the Revolving Credit Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (Aother than the L/C Borrowings) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount in an aggregate amount equal to expropriation) all or substantially all 105% of the property or face amount thereof) in an aggregate amount sufficient to reduce the assets of Total Revolving Credit Outstandings to the aggregate Revolving Credit Commitments. If the Administrative Agent notifies Holdings at any Loan Party or time that the Total Revolving Credit Outstandings denominated in Alternative Currencies as of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all applicable Revaluation Date exceeds an amount equal to 103% of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoingAlternative Currency Sublimit then in effect, then, in each casewithin two (2) Business Days after receipt of such notice, the Borrower Revolving Credit Borrowers shall prepay Revolving Credit Loans and/or Cash Collateralize Letters of Credit (in an aggregate amount equal to 105% of the face amount thereof) in an aggregate amount sufficient to reduce such Total Revolving Credit Outstandings denominated in Alternative Currencies as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. (vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be required applied ratably to prepay the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans held by all Advances within 45 days after such occurrenceRevolving Credit Lenders in accordance with their Applicable Percentages, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from any Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b) shall be applied ratably to the outstanding Revolving Credit Loans.

Mandatory. (i) If (A) any Loan Party Disposes The Borrower shall, on the 90th day following the end of any property (other than pursuant to clause (i)each Fiscal Year, (ii)commencing with the Fiscal Year ending December 31, (iii)2012, (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a prepayment in prepay an aggregate principal amount of the Advances on a ratable basis under the Term A Facility and Term B Facility (and any Series of New Term Loans outstanding, if any) in an amount equal to (A) if the Leverage Ratio as of the end of such Fiscal Year shall be greater than 3.25:1.0, 50% of Excess Cash Flow for such Fiscal Year less the principal amount of voluntary prepayments made by the Borrower in accordance with the terms of Section 2.06(a) on the Advances under the Term A Facility, the Term B Facility or any Series of New Term Loans during such Fiscal Year and (B) otherwise, 0% of Excess Cash Flow for such Fiscal Year. Each such prepayment shall be applied first ratably to the Term A Facility, Term B Facility (and, if applicable, each Series of New Term Loans) and to the installments thereof in inverse order of maturity and second to prepay any outstanding Revolving Loans. (ii) The Borrower shall: (A) on or before the date that is five Business Days after the receipt of any Net Cash Proceeds by the Borrower or any of its Subsidiaries (other than VITAL, unless VITAL has become a direct or indirect wholly-owned Subsidiary of the Borrower) described in clause (a) or (d) of the definition of “Net Cash Proceeds” (other than any such Net Cash Proceeds of a Teleco Net Cash Proceeds Event), prepay an aggregate principal amount of the Advances in an amount equal to the product of (I) 100% amount of such Net Cash Proceeds less in accordance with clause (E) below; (B) on the percentage date of receipt of any Net Cash Proceeds by the Borrower or any of its Subsidiaries (other than VITAL, unless VITAL has become a direct or indirect wholly-owned Subsidiary of the Borrower), described in clause (b) of the definition of “Net Cash Proceeds”, prepay an aggregate principal amount of the Advances in an amount equal to the amount of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(iclause (E) below; (such net percentage, C) on the “Asset Percentage”) and (II) the date of receipt of any Net Cash Proceeds realized by the Borrower or received with respect any of its Subsidiaries (other than VITAL, unless VITAL has become a direct or indirect wholly-owned Subsidiary of the Borrower), described in clause (c) of the definition of “Net Cash Proceeds” prepay an aggregate principal amount of the Advances in an amount equal to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt the amount of such Net Cash Proceeds by such Loan Partyin accordance with clause (E) below; provided thatthat in the case of each of clauses (A), (B) and (C) above, if any Net Cash Proceeds are received by a direct or indirect non-wholly owned Subsidiary of the Borrower, the amount of any such Net Cash Proceeds required to be prepaid pursuant to clause (A), (B) or (C), as applicable, shall be equal to the amount of such Net Cash Proceeds multiplied by the Borrower’s percentage ownership of the outstanding Equity Interests of the non-wholly owned Subsidiary receiving such Net Cash Proceeds; and (D) if any Teleco Net Cash Proceeds Event shall occur with respect to any Teleco, no such prepayment shall be required pursuant to this Section 2.08(b)(i2.06(b)(ii) with respect until the first date such Teleco shall pay any cash dividend to such portion its parent entity after the date of such Teleco Net Cash Proceeds Event and such prepayment shall be in an amount equal to the lesser of (1) the amount of such dividend and (2) the Net Cash Proceeds resulting from such Teleco Net Cash Proceeds Event. (E) each such prepayment shall be applied first ratably to the Term A Facility and the Term B Facility (and, if applicable, each Series of New Term Loans) and to the installments thereof in inverse order of maturity, and second to prepay any outstanding Revolving Loans. The Revolving Credit Commitments will be permanently reduced to the extent and in the amount that the Borrower shall haveis required pursuant to Sections 2.06(b)(i) or 2.06(b)(ii) to apply mandatory prepayments to the Revolving Credit Facility (whether or not any Revolving Credit Advances are then outstanding and available to be repaid). (iii) The Borrower shall, on or prior each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances and deposit an amount in the L/C Collateral Account in an amount equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the Revolving Credit Facility on such dateBusiness Day. (iv) The Borrower shall, given written notice on each Business Day, pay to the Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Collateral Account to equal the amount by which the aggregate Available Amount of its all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day. (or v) Prepayments of the Revolving Credit Facility made pursuant to clause (iii) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Loan Party’s) reinvestment ofAdvances are paid in full, or written intent second applied to reinvest or entry into a legally binding commitment prepay Swing Line Advances then outstanding until such Advances are paid in full, third applied to reinvestprepay Revolving Credit Advances then outstanding until such Advances are paid in full and fourth deposited in the L/C Collateral Account to Cash Collateralize 103% of the Available Amount of the Letters of Credit then outstanding. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Collateral Account, such Net Cash Proceeds in assets useful for its business within 90 days following receipt funds shall be applied to reimburse the Issuing Banks or Revolving Credit Lenders, as applicable. (vi) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such Net Cash Proceeds prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 9.04(c). All prepayments under this subsection (b) shall be first applied to the “Reinvestment Period”) (Base Rate Advances and then to the Eurodollar Rate Advances as the Borrower shall direct in writing, and, in the case absence of such direction, as the Administrative Agent shall select. If any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following payment of Eurodollar Rate Advances otherwise required to be made under this Section 2.06(b) would be made on a day other than the last day of the Reinvestment Period)); provided that applicable Interest Period therefor, the Borrower may direct the Administrative Agent to (1and if so directed, the Administrative Agent shall) so long as an Event deposit such payment in the Collateral Account until the last day of Default the applicable Interest Period at which time the Administrative Agent shall have occurred and be continuing, no Loan Party shall be permitted to make any apply the amount of such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied payment to the prepayment of such Advances; provided, however, that such Advances shall continue to bear interest as set forth in Section 2.07 until the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all last day of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrenceapplicable Interest Period therefor.

Mandatory. Subject to the ABL Intercreditor Agreement: (i%4) If (A%5) if (x) the Borrower or any of its Restricted Subsidiaries consummate any Asset Sale or (y) any Loan Party Disposes of any property (other than pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event Involuntary Disposition occurs, which in the aggregate results in the realization or receipt by any Loan Party the Borrower or such Restricted Subsidiary of Net Cash Proceeds in excess for all such Dispositions that have occurred subsequent to the immediately prior prepayment pursuant to this Section 2.03(b) (or, if there is no such prior prepayment, on or subsequent to the Closing Date) of U.S.$20,000,000$40,000,000, the Borrower shall make a prepayment in an aggregate principal amount of Advances equal cause to be prepaid on or prior to the product date which is ten Business Days after the date of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized realization or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Partyan aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that, that no such prepayment shall be required pursuant to this Section 2.08(b)(i2.03(b)(i)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall haveif, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent intention to reinvest or entry into cause to be reinvested all or a legally binding commitment to reinvest, portion of such Net Cash Proceeds in assets useful for its business within 90 days following receipt accordance with Section 2.03(b)(i)(B) (which election may only be made if no Event of such Default has occurred and is then continuing). (%5) with respect to any Net Cash Proceeds (realized or received with respect to any Disposition, at the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day option of the Reinvestment Period)); provided that (1) Borrower, and so long as an no Event of Default shall have occurred and be continuing, no Loan Party shall be permitted the Borrower may use all or any portion of such Net Cash Proceeds to make any acquire, maintain, develop, construct, improve, upgrade or repair assets useful for its business (including for making Acquisitions) within (i) 365 days of the receipt of such reinvestments Net Cash Proceeds or (other than pursuant to ii) if the Borrower enters into a legally binding commitment to use such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful for its business within 365 days after receipt of such Net Cash Proceeds, within 540 days after receipt of such Net Cash Proceeds; provided further that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds Net Cash Proceeds are not so reinvested by used within the deadlines specified time period set forth above in this Section 2.03(b)(i)(B) or if any such proceeds are no longer intended to be or cannot be so reinvested used at any time after delivery of a notice of reinvestment such election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be promptly applied to the prepayment of the AdvancesLoans as set forth in this Section 2.03. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.

Mandatory. (i) If Commencing with the fiscal year ending December 31, 2016, within the later of (x) five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b) and (y) ninety-five (95) days after the end of such fiscal year, the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) the ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a) and the aggregate principal amount of optional prepayments of Revolving Credit Loans during such fiscal year (solely to the extent such prepayments are accompanied by a concurrent equivalent permanent reduction in the Revolving Credit Commitments); provided that any Loan Party such prepayments were not made with proceeds of any Indebtedness, Disposition, equity issuance, Extraordinary Receipts or other proceeds that would not be included in calculating Consolidated EBITDA for the applicable fiscal year (such prepayments to be applied as set forth in clause (v) below). (ii) If the Borrower or any of its Subsidiaries Disposes of any property (other than pursuant to any Disposition of any property permitted by Section 7.05 (other than clause (i), (ii), (iii), (ivb) or (vthereof) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000Proceeds, the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances Loans equal to the product of (I) 100% of such Net Cash Proceeds less the percentage within ten (10) Business Days of receipt thereof by such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) Person (such net percentageprepayments to be applied as set forth in clause (v) below); provided, the “Asset Percentage”) and (II) the however, that, with respect to any Net Cash Proceeds realized or received with respect to (y) under a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, Disposition described in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion 2.05(b)(ii), at the election of such Net Cash Proceeds that the Borrower shall have, (as notified by the Borrower to the Administrative Agent on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt date of such Net Cash Proceeds (the “Reinvestment Period”) (andDisposition), in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of no Default shall have occurred and be continuing, no Loan Party the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall be permitted have been consummated (as certified by the Borrower in writing to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuingthe Administrative Agent) and (2) if any proceeds such Net Cash Proceeds are not so reinvested by the deadlines specified above or if any within such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any 365-day period but such Net Cash Proceeds are subject to a definitive agreement within such 365-day period to reinvest such Net Cash Proceeds in accordance with this Section 2.05(b)(ii) then the Borrower or such Subsidiary shall have an additional 180 days after the end of the such initial 365-day period to reinvest such Net Cash Proceeds in accordance with this Section 2.05(b)(ii); and provided, further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be promptly applied to the prepayment of the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of ControlLoans as set forth in this Section 2.05(b)(ii). (iii) If Upon the incurrence or issuance by the Borrower or any Governmental Authority of its Subsidiaries of any Indebtedness (Aother than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within five (5) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates Business Days of receipt thereof by the Borrower or otherwise expropriates such Subsidiary (directly such prepayments to be applied as set forth in clause (v) below). (iv) Upon any Extraordinary Receipt received by or indirectly through measures tantamount paid to expropriation) all or substantially all for the account of the property Borrower or any of its Subsidiaries, and not otherwise included in clause (ii) or (iii) of this Section 2.05(b), the assets Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within ten (10) Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any Loan Party proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the share capital Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of any Loan Partyreceipt of such insurance proceeds, (Bcondemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 365 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received and if such Net Cash Proceeds are not so reinvested within such 365-day period but such Net Cash Proceeds are subject to a definitive agreement within such 365-day period to reinvest such Net Cash Proceeds in accordance with this Section 2.05(b)(iv) assumes custody then the Borrower or control of all or substantially all such Subsidiary shall have an additional 180 days after the end of the property or such initial 365-day period to reinvest such Net Cash Proceeds in accordance with this Section 2.05(b)(iv); and provided, further, however, that any cash proceeds not so applied shall be promptly applied to the assets, or prepayment of the business or operationsLoans as set forth in this Section 2.05(b)(iv). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, in direct order of maturity to the next four principal repayment installments of the Term Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.14, of any Loan Party or Incremental Term Loans) and, thereafter, to the remaining scheduled principal installments of the share capital Term Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.14, of any Loan PartyIncremental Term Loans) on a pro rata basis; and, second, upon payment in full of all Term Loans, to the Revolving Credit Facility (Cwithout permanent reduction of the Revolving Credit Commitments) takes or directs in the manner set forth in clause (vii) of this Section 2.05(b). Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. (vi) If for any action reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vii) Except as otherwise provided in Section 2.15, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in full; and, in the case of prepayments of the Revolving Credit Facility required pursuant to this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the dissolution or disestablishment ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party or any action Defaulting Lender that would prevent has provided Cash Collateral) to reimburse the applicable L/C Issuer or the applicable Revolving Credit Lenders, as applicable. (viii) Notwithstanding any Loan Party from carrying on all or substantially all other provisions of its business or operations this Section 2.05(b) any mandatory prepayments arising under Section 2.05(b)(ii) or (Div) takes from the receipt of Net Cash Proceeds from any administrative action Disposition or enacts Extraordinary Receipts by any law Foreign Subsidiary (each, a “Foreign Disposition”) or arising under Section 2.05(b)(i) from Excess Cash Flow directly attributable to effect any of the foregoing, then, in each case, the Borrower Foreign Subsidiaries (“Foreign Excess Cash Flow”) shall not be required to prepay the extent that the repatriation of such Net Cash Proceeds or Foreign Excess Cash Flow would (A) give rise to a material adverse tax consequence or (B) be prohibited or delayed by any requirement of applicable Laws. The Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly file any required forms, obtain any necessary consents and take all Advances within 45 days similar actions reasonably required by the applicable local Laws to permit such repatriation; provided that if such repatriation of any such affected Net Cash Proceeds or Foreign Excess Cash Flow is later permitted under applicable Laws and can be accomplished without material adverse tax consequences, such repatriation shall be effected as promptly as practicable and such repatriated Net Cash Proceeds or Foreign Excess Cash Flow, as applicable, will be promptly after such occurrencerepatriation applied to the repayment of the Loans pursuant to this Section 2.05(b) to the extent provided herein.

Mandatory. (i) If (A) any Loan Party Disposes or any of its Subsidiaries disposes of any property (other than pursuant to any Disposition of any property permitted by Section 7.05 (other than clause (i), (ii), (iii), (ivd) thereof) and other than proceeds of any Approved Asbestos Insurance Settlement so long as such proceeds are used or (vcommitted to be used to reimburse the US Borrower or any of its Subsidiaries or make payments in respect of related claims against the US Borrower or any of its Subsidiaries and defense costs related thereto) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate that results in the realization or receipt by any the Loan Party Parties and their respective Subsidiaries of Net Cash Proceeds in excess of U.S.$20,000,000$10,000,000 in any Fiscal Year (excluding any portion thereof that is reinvested as provided below), the applicable Borrower shall make a prepayment in prepay an aggregate principal amount of Advances Loans equal to the product of (I) 100% of such Net Cash Proceeds less (to the percentage extent in excess of $10,000,000 in such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(iFiscal Year) immediately upon receipt thereof by such Person (such net percentage, the “Asset Percentage”prepayments to be applied as set forth in clauses (iv) and (IIviii) the below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of either the US Borrower or received with respect to the European Borrower (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds as notified by such Loan Party; provided that, no such prepayment shall be required pursuant Borrower to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, Administrative Agent on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt date of such Net Cash Proceeds (the “Reinvestment Period”) (andDisposition), in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of no Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event or such Subsidiary may reinvest all or any portion of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds in operating assets so long as, within 180 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be applied immediately subject to the prepayment of the AdvancesLoans as set forth in this Section 2.05(b)(i). (ii) The Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to Section 7.02), the applicable Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be required to prepay all Advances upon the occurrence of a Change of Controlapplied as set forth in clauses (iv) and (viii) below). (iii) If Upon any Governmental Authority Extraordinary Receipt (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets other than proceeds of any Loan Party Approved Asbestos Insurance Settlement or Asbestos Judgment, so long as such proceeds are used or committed to be used to reimburse the US Borrower or any of its Subsidiaries or make payments in respect of related claims against the share capital US Borrower or any of any Loan Partyits Subsidiaries and defense costs related thereto, (Bas applicable) assumes custody received by or control of all paid to or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment account of any Loan Party or any action that would prevent any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the applicable Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party from carrying or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (viii) below). (iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term A Facility and the principal repayment installments thereof on all a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b). (v) The US Borrower or substantially all the European Borrower shall, on the first Business Day of its business or operations or (D) takes any administrative action or enacts any law to effect any each week, prepay an aggregate principal amount of the foregoingRevolving Credit Loans comprising part of the same Borrowings, the L/C Advances and the Swing Line Loans and deposit an amount in the L/C Collateral Account in an amount equal to the amount by which the Dollar Equivalent (which shall be advised by the Administrative Agent from time to time as requested by the Borrowers) of the sum of the aggregate principal amount of (x) the Revolving Credit Loans, (y) the L/C Advances and (z) the Swing Line Loans then outstanding plus the Dollar Equivalent of the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Revolving Credit Facility on the date of such determination; provided that upon the occurrence and during the continuance of a Default, such determination and payment shall be made by the applicable Borrower on each Business Day; and provided further, that if the Administrative Agent notifies the Borrowers at any time that the Dollar Equivalent of the Outstanding Amount of all Loans and L/C Obligations at such time exceeds an amount equal to 105% of the aggregate amount of the Revolving Credit Commitments then in effect, then, in each casewithin two Business Days after receipt of such notice, the Borrowers shall prepay an aggregate principal amount of the Revolving Credit Loans comprising part of the same Borrowings, the L/C Advances and the Swing Line Loans and deposit an amount in the L/C Collateral Account in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the aggregate amount of the Revolving Credit Commitments then in effect. (vi) The European Borrower shall, on the first Business Day of each week, prepay an aggregate principal amount of the Revolving Credit Borrowings comprising part of the same Borrowings, the L/C Advances and the Swing Line Borrowings and deposit an amount in the L/C Collateral Account in an amount equal to the amount by which the Dollar Equivalent (which shall be advised by the Administrative Agent from time to time as requested by the Borrowers) of the sum of the aggregate principal amount of (x) the Revolving Credit Borrowings, (y) the L/C Advances and (z) the Swing Line Borrowings then outstanding and made for the account of the European Borrower, plus the Dollar Equivalent of the aggregate Available Amount of all Letters of Credit then outstanding for the account of the European Borrower exceeds the European Revolving Loan Value on the date of such determination; provided that upon the occurrence and during the continuance of a Default, such determination and payment shall be made by the European Borrower on each Business Day. (vii) If, for any reason, the Total Revolving Credit Outstandings denominated in Euros at any time exceed the European Revolving Loan Value at such time, the European Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (viii) All prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. In the case of prepayments required pursuant to prepay all Advances within 45 days clause (i) or (ii) of this Section 2.05(b), (A) the Revolving Credit Facility shall be automatically and permanently reduced by the total amount of such prepayment, and (B) any amount remaining after application as set forth in the preceding sentence (the sum of such occurrenceprepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrowers for use in the ordinary course of business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as cash collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) If Subject to clause (Avi) below and except with respect to ABL Priority Collateral (as defined in the ABL Intercreditor Agreement), if Holdings or any Loan Party of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05 which results in the realization by such Person of Net Cash Proceeds in excess of an aggregate amount of $2,500,000 per Fiscal Year), Borrowers shall prepay an aggregate principal amount of Term Loan equal to 100% of such Net Cash Proceeds in excess of $2,500,000 no later than five Business Days following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below). (ii) On the date of receipt by Holdings or any of its Subsidiaries of cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, Holdings or any of its Subsidiaries (other than issuances of Capital Stock by a Subsidiary to Holdings and capital contributions by Holdings to a Subsidiary), the Borrowers shall prepay an aggregate principal amount of the Term Loan equal to 100% of such Net Cash Proceeds received therefrom no later than five Business Days following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below). (iii) Upon the incurrence or issuance by Holdings or any of its Subsidiaries of any Indebtedness after the Closing Date not permitted to be incurred or issued pursuant to Section 7.03, Borrowers shall prepay an aggregate principal amount of Term Loan equal to 100% of all Net Cash Proceeds received therefrom no later than five Business Days following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below). (iv) Upon any Extraordinary Receipt (other than those Extraordinary Receipts arising from any ABL Priority Collateral (as defined in the ABL Intercreditor Agreement)) received by or paid to or for the account of Holdings or any of its Subsidiaries and not otherwise included in clause (i), (ii), (iii), (iv) or (viii) of this Section 5.02(e2.03(b)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower Borrowers shall make a prepayment in prepay an aggregate principal amount of Advances Term Loan equal to the product of (I) 100% of such all Net Cash Proceeds less received therefrom in excess of the percentage greater of $2,500,000 per Fiscal Year no later than five Business Days following receipt thereof by such Net Cash Proceeds reinvested Person (such prepayments to be applied as set forth in accordance with clause (v) below). (v) Any prepayment of the Term Loan pursuant to this Section 2.08(b)(i2.03(b) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (such net percentage, vi) Notwithstanding any other provisions of this Section 2.03, (1) to the “Asset Percentage”) and (II) extent that any of or all the Net Cash Proceeds realized of any Disposition by or received with respect Extraordinary Receipt of, a Foreign Subsidiary prohibited or delayed by applicable local law from being repatriated to (y) a Dispositionthe United States, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such the portion of such Net Cash Proceeds that so affected will not be required to be applied to repay the Borrower shall haveTerm Loan at the times provided in this Section 2.03 but may be retained by the applicable Foreign Subsidiary so long, on but only so long, as the applicable local law, will not permit repatriation to the United States (Holdings hereby agreeing to use commercially reasonably efforts to otherwise cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds that, in each case, would otherwise be required to be used to prepay the Term Loan pursuant to Section 2.03(b)(i) or prior (iv), is permitted under the applicable local law, even if such cash is not actually repatriated at such time, an amount equal to such date, given written notice repatriated (or permitted to be 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 reserved against as a result thereof) to the Administrative Agent repayment of its the Term Loan pursuant to this Section 2.03; (2) to the extent that Borrowers have determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Disposition or Extraordinary Receipt by any Foreign Subsidiary would have material adverse tax cost consequence (as determined by Borrowers) with respect to such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvestNet Cash Proceeds, such Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary; provided that, in assets useful for its business within 90 days following receipt the case of this clause, on or before the date on which any such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section 2.03(b), Borrowers may apply an amount equal to such Net Cash Proceeds to such reinvestments or prepayments, as applicable, as if such Net Cash Proceeds had been received by Borrowers rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds had been repatriated (or, if less, the Net Cash Proceeds that would be calculated if received by such Foreign Subsidiary); and (3) to the extent that any of or all the Net Cash Proceeds of any Disposition by or Extraordinary Receipt of a Subsidiary is prohibited or delayed by restrictions in such Subsidiary’s Organization Documents, the portion of such Net Cash Proceeds so affected will not be required to be applied to repay the Term Loan at the times provided in this Section 2.03 but may be retained by the applicable Subsidiary so long, but only so long, as the applicable Organization Documents will not permit such repayment (Holdings hereby agreeing to cause the “Reinvestment Period”) (andapplicable Subsidiary to promptly take all actions reasonably required by such Organization Document to permit such repayment), and once such repayment of any of such affected Net Cash Proceeds that, in the case of any such written intent or binding commitmenteach case, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and would otherwise be continuing, no Loan Party shall required to be permitted used to make any such reinvestments (other than an offer of prepayment pursuant to a legally binding commitment that Section 2.03(b)(i) or (iv), is permitted under the applicable Organization Document such Loan Party entered into repayment will be immediately effected; and even if such cash is not actually repatriated at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment electiontime, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall will be promptly (and in any event not later than five Business Days after such repayment becomes possible) applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment repayment of the Advances. (iiTerm Loan pursuant to this Section 2.03. For the avoidance of doubt, nothing within this Section 2.03(b)(vi) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of require any Loan Party to cause any amounts to be repatriated to the United States (whether or not such amounts are used in or excluded from the determination of the share capital amount of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrencemandatory prepayments hereunder).

Mandatory. (i) If At any time any Term Loans (Aincluding under any Incremental Term Facility) are outstanding, if the Borrower or any of its Restricted Subsidiaries receives Net Cash Proceeds in excess of $5,000,000 from any Asset Disposition or any Recovery Event (or series of related Asset Dispositions or Recovery Events), the Borrower shall, subject to clause (iii) below, prepay an aggregate principal amount equal to 100% of such Net Cash Proceeds within two (2) Business Days following receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iii) and (vii) below); provided, however, that with respect to any Net Cash Proceeds received from an Asset Disposition or Recovery Event described in this Section 2.05(b)(i), at the election of the Borrower, and so long as no Default shall have occurred and be continuing, the Borrower or the applicable Restricted Subsidiary (or any combination of the foregoing) may reinvest all or any portion of such Net Cash Proceeds if such reinvestment complies with the following requirements: (w) the Borrower shall deliver to the Administrative Agent within one (1) Business Day of the date of its receipt of Net Cash Proceeds from such Disposition a certificate of a Responsible Officer to the effect that the Borrower and/or any such Restricted Subsidiary intends to reinvest all or any portion of such Net Cash Proceeds in accordance with this Section 2.05(b), (x) the Borrower or the applicable Restricted Subsidiary (or any combination of the foregoing) shall reinvest such Net Cash Proceeds to acquire operating assets (including the construction of any such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing any such assets) or to improve, enlarge, develop, re-construct or repair the affected asset, or any combination of the foregoing, in each case, so long as within 365 days after the receipt of such Net Cash Proceeds, such acquisition, construction, improvement or other reinvestment action shall have been consummated; provided, however, that in the case of any Asset Disposition of, or Recovery Event with respect to, any Collateral, in the event the Borrower or such Restricted Subsidiary chooses to reinvest such Net Cash Proceeds, the Borrower or such Restricted Subsidiary, as applicable, shall reinvest such Net Cash Proceeds in assets of the type described in clause (x) above (including the construction of such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing such assets) which will constitute Collateral and take all actions required by Section 6.13 with respect thereto (provided that any Equity Interests purchased with Net Cash Proceeds of Collateral pursuant to this Section 2.05(b) shall be issued by a Person organized under the laws of any political subdivision of the United States); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). Pending the application of any such Net Cash Proceeds, the Borrower may reduce outstanding Indebtedness under the Revolving Credit Loans or invest such Net Cash Proceeds in Cash Equivalents in which the Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest, subject only to Permitted Collateral Liens. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.05. Notwithstanding anything contained herein to the contrary, so long as no Default under Section 8.01(a) or 8.01(f) or Event of Default shall have occurred and be continuing on the date of receipt of such proceeds, any Net Cash Proceeds received as a result of the Disposition of the Ingleside, Texas spoolbase located at ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (and ancillary equipment with respect thereto) shall not be required to be reinvested or applied as a prepayment as provided above, but may be used by the Loan Parties for general corporate purposes not in violation of any Law or breach of any Loan Party Disposes Document; if a Default under Section 8.01(a) or 8.01(f) or Event of Default shall have occurred and be continuing on the date of receipt of such proceeds, the Borrower must prepay an aggregate principal amount equal to 100% of such Net Cash Proceeds within one (1) Business Day of receipt thereof, to be applied pursuant to clauses (iii) and (vi) below. With respect to any Asset Disposition or Recovery Event which will result in Net Cash Proceeds in excess of $25,000,000, the Borrower shall notify the Administrative Agent thereof on or prior to the date of the applicable Asset Disposition or promptly following the date that the Borrower has actual knowledge that a Recovery Event has occurred. (ii) At any time any Term Loans (including under any Incremental Term Facility) are outstanding, upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any property Indebtedness (other than excluding any Indebtedness permitted to be incurred in accordance with Section 7.03(a) through (f) and (h) through (m)), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on the next Business Day following receipt thereof by the Borrower or any Restricted Subsidiary (such prepayments to be applied as set forth in clauses (iii) and (vi) below). The provisions of this Section do not constitute a consent to the issuance or incurrence of any Indebtedness by the Borrower or any of its Restricted Subsidiaries not otherwise permitted hereunder. (iii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, ratably to the Term Facility and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). (iv) Notwithstanding any of the other provisions of clause (i), (ii), (iii), (iv) or (viii) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a prepayment in an aggregate principal amount of Advances equal to the product of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage2.05(b), the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, no Loan Party shall if, on any date on which a prepayment would otherwise be permitted required to make any such reinvestments (other than be made pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event clause (i), (ii) or (iii) of Default is continuing) and (2) if any proceeds are not so reinvested by this Section 2.05(b), the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery aggregate amount of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrower may defer such prepayment until the first date thereafter on which the aggregate amount of the Advances. Net Cash Proceeds or other amounts otherwise required under clause (i), (ii) The or (iii) of this Section 2.05(b) to be applied to prepay Loans exceeds $5,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required to prepay all Advances upon by this Section 2.05(b). Upon the occurrence of a Change of Control. (iiiDefault under Section 8.01(a) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assetsSection 8.01(f), or an Event of the business or operations, of Default during any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each casesuch deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (iv)) but which have not previously been so applied. (v) If, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.05(b), the Borrower may, upon prior written notice to the Administrative Agent, elect to defer such all or any portion of such required prepayment until the end of an Interest Period provided that (A) all of the applicable Net Cash Proceeds not previously applied to prepay the Loans shall be deposited in a blocked deposit account at Bank of America on or before the Business Day following receipt of such proceeds and (B) such proceeds are applied to prepay the Loans at the end of such Interest Period. The Borrower hereby grants to the Administrative Agent, for the benefit of the Lenders, a security interest in all Advances within 45 days such cash, deposit accounts and all balances therein and all proceeds of the foregoing. During the continuance of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Administrative Agent may, and at the direction of the Required Banks shall, prepay the Loans in the amount of all Net Cash Proceeds and proceeds thereof on deposit in, or credited to, such deposit account. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such occurrencetime and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) If (A) any Loan Party Disposes The Borrower shall, within three Business Days of any property (other than pursuant to clause (i), (ii), (iii), (iv) or (v) the date of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, by the Borrower shall make a prepayment in or any of its Subsidiaries, prepay an aggregate principal amount of the Term Advances equal to in the product percentage of (I) 100% the amount of such Net Cash Proceeds less the percentage as hereinafter set forth: (A) 100% of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect from the sale of the Identified Assets up to a maximum amount of $7.2 million, (yB) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt 100% of such the Net Cash Proceeds by such Loan Party; provided thatfrom the sale of other assets of the Borrower and its Subsidiaries (excluding sales of Inventory or services in the ordinary course of business but including any non-ordinary course IRUs), no such prepayment shall be required pursuant to this Section 2.08(b)(i(C) with respect to such portion 100% of such the Net Cash Proceeds that from Extraordinary Receipts, (D) 100% of the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt from the issuance of such additional Debt (other than Subordinated Debt) permitted under the Loan Documents (other than Debt pursuant to Section 5.02(b)), (E) 50% of the Net Cash Proceeds from the issuance of Subordinated Debt in excess of $25,000,000 (other than the “Reinvestment Period”Subordinated Cerberus Notes), and (F) 50% of the Net Cash Proceeds from the issuance of equity. Any such prepayment (andother than one-half of the Net Cash Proceeds described in clause (B) above) shall be applied to prepay the Term Advances in inverse order of maturity and any prepayments made with the remaining one-half of the Net Cash Proceeds described in clause (B) above shall be applied to ratably prepay the remaining scheduled amortization payments for the Term Advances. For purposes hereof, non-ordinary course IRUs shall include IRUs for a term in excess of 10 years for which 75% or more of the case aggregate dollar amount of lease payments are to be paid within the first 35% of such lease term. (ii) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid. If any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following payment of Eurodollar Rate Advances otherwise required to be made under this Section 2.03(b) would be made on a day other than the last day of the Reinvestment Period)); provided that applicable Interest Period therefor, the Borrower may direct the Administrative Agent to (1and if so directed, the Administrative Agent shall) so long as an Event deposit such payment in the Collateral Account until the last day of Default the applicable Interest Period at which time the Administrative Agent shall have occurred and be continuing, no Loan Party shall be permitted to make any apply the amount of such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied payment to the prepayment of such Term Advances; provided, however, that such Term Advances shall continue to bear interest as set forth in Section 2.04 until the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all last day of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of applicable Interest Period therefor. Notwithstanding the foregoing, thento the extent any such prepayments are required to be made prior to the Effective Date, in each case, the Borrower such prepayments shall be required to prepay all Advances within 45 days after such occurrencemade on the Effective Date, together with interest, as more fully set forth in the Plan of Reorganization.

Mandatory. (i) If (A) Holdings, the Borrower or any Loan Party of their respective Restricted Subsidiaries Disposes of any property or any Casualty or Condemnation occurs with respect to any of their property (other than any Disposition of, or Casualty or Condemnation with respect to, any ABL Priority Collateral) pursuant to clause (iSection 7.05(xii), (iixvi), (iiixvii), (ivxix) or (vxxi) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of aggregate Net Cash Proceeds in excess of U.S.$20,000,000(x) $10,000,000 for a single event or series of related events or (y) $25,000,000 in any fiscal year, the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances Loans equal to the product of (I) 100% of such Net Cash Proceeds less the percentage of within three Business Days after receipt thereof by such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) Person (such net percentageprepayments to be applied as set forth in clause (iii) below); provided, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Dispositionhowever, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion at the election of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice (as notified by the Borrower in writing to the Administrative Agent of its (upon such Disposition or such Loan Party’s) reinvestment ofCasualty or Condemnation), or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, no Loan Party Holdings, the Borrower or such Restricted Subsidiary, as applicable, may reinvest all or any portion of such Net Cash Proceeds in operating assets useful in their business so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall be permitted to make any have been consummated or Holdings, the Borrower or such reinvestments (other than pursuant to a legally binding commitment that such Loan Party Restricted Subsidiary, as applicable, shall have entered into at a time when no Event of Default is continuing) and binding agreement for such reinvestment (2) if any proceeds are not so reinvested as certified by the deadlines specified above or if any such proceeds are no longer intended Borrower in writing to be or cannot be so reinvested at any time after delivery of a notice of reinvestment electionthe Administrative Agent); and provided further, however, that an amount equal to the Asset Percentage of any such Net Cash Proceeds not so reinvested at the end of such 365-day period (or, if subject to such binding agreement at the end of such 365-day period, not so reinvested within 180 days after such 365-day period) shall be immediately applied to the prepayment of the AdvancesLoans as set forth in this Section 2.03(b)(i). (ii) The If the Borrower or any of its Restricted Subsidiaries issues or incurs any Indebtedness (other than Indebtedness expressly permitted to be incurred pursuant to Section 7.02 (except to the extent constituting a refinancing of any Finance Obligations) and excluding proceeds of the Indebtedness under the ABL Credit Agreement), then on the date of such issuance or incurrence, the Borrower shall be required prepay an aggregate principal amount of Loans equal to prepay all Advances upon 100% of the occurrence of a Change of ControlNet Cash Proceeds simultaneously with (and in any event not later than the third Business Day following) the receipt thereof by such Person. (iii) If Prepayments of the Loans made pursuant to this Section 2.03(b) shall be applied to the principal repayment installments thereof as directed by the Borrower in writing (and in the absence of any Governmental Authority direction, in direct order of maturity, to the remaining quarterly principal installments thereof). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (Aiv) condemnsAny Lender may elect, nationalizesby notice to the Administrative Agent by telephone (provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent of a notice by hand delivery or by electronic transmission) at least one (1) Business Day prior to the required prepayment date, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) decline all or substantially all any portion of any mandatory prepayment of its Loan pursuant to this Section 2.03(b), in which case the aggregate amount of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action prepayment that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required have been applied to prepay all Advances within 45 days after such occurrencethe Loans but was so declined may be retained by the Borrower.

Mandatory. (i) If (A) the Borrower or any Loan Party of its Subsidiaries Disposes of any property (other than pursuant to clause (iany Disposition of any property permitted by Section 7.05(a), (iib), (iiic), (ivd), (e), (g) or (vi) and other than any event giving rise to an Extraordinary Receipt, which shall be governed by clause (ii) of this Section 5.02(e2.04(b)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000Proceeds, the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances Term A Loans equal to the product of (I) 100% of such Net Cash Proceeds less promptly, but in any event within five Business Days after the percentage later of (A) receipt thereof by such Person and (B) the expiration of the 30-day period provided below (such prepayments to be applied as set forth in clauses (iii) and (iv) below); provided, however, that with respect to any such Net Cash Proceeds received by or paid to or for the account of the Borrower or any of its Subsidiaries, at the election of the Borrower (as notified by the Borrower to the Administrative Agent not more than 30 days after receiving the Net Cash Proceeds therefrom), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 12 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed; and provided further that the aggregate amount of such Net Cash Proceeds reinvested in accordance with under this Section 2.08(b)(i2.04(b)(i) do not exceed 12.5% of the Borrower’s Consolidated Total Assets (which determination shall be made by reference to Consolidated Total Assets as of the end of the fiscal quarter most recently ended for which the Borrower has delivered to the Lenders financial statements pursuant to Section 6.01). (ii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (i) of this Section 2.04(b), the Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom promptly, but in any event within five Business Days after the later of (A) receipt thereof by such Person and (B) the expiration of the 30 day period provided below (such net percentage, the “Asset Percentage”prepayments to be applied as set forth in clauses (iii) and (IIiv) below); provided, however, that (x) with respect to any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries (other than proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments covered by clause (y) below), at the election of the Borrower (as notified by the Borrower to the Administrative Agent not more than 30 days after receiving the Net Cash Proceeds realized therefrom), and so long as (I) no Default shall have occurred and be continuing, the Borrower or received with respect to (y) a Disposition, such Subsidiary may reinvest all or any portion of such Extraordinary Receipt in operating assets so long as within 60 days and (z) a Casualty Event, within five Business Days, in each case, 12 months after the receipt of such Net Cash Proceeds by such Loan Party; provided that, no reinvestment shall have been completed and (II) the aggregate amount of such prepayment Extraordinary Receipts reinvested under this clause (x) do not exceed 12.5% of the Borrower’s Consolidated Total Assets (which determination shall be required made by reference to Consolidated Total Assets as of the end of the fiscal quarter most recently ended for which the Borrower has delivered to the Lenders financial statements pursuant to this Section 2.08(b)(i6.01) and (y) with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent not more than 30 days after the date of receipt of such portion of insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply such Net Cash Proceeds that within 12 months after the Borrower shall havereceipt thereof to replace or repair the equipment, on fixed assets or prior to such date, given written notice to the Administrative Agent real property in respect of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, which such Net Cash Proceeds in assets useful for its business were received so long as within 90 days following 12 months after the receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent replacement or binding commitment, the reinvestment contemplated by such written intent or binding commitment repair shall have been consummated within 180 days (or such longer period as requested by completed and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the Borrower and agreed by the Required Lenders following the last day prepayment of the Reinvestment PeriodTerm A Loans as set forth in this Section 2.04(b)(ii). (iii) Each prepayment of Term A Loans pursuant to the foregoing provisions of this Section 2.04(b) shall be applied to the Term A Facility and proportionately to the then remaining principal repayment installments thereof. (iv) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b); provided that (1) , so long as an no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, no Loan Party shall if, on any date on which a prepayment would otherwise be permitted required to make any such reinvestments (other than be made pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event clause (i) or (ii) of Default is continuing) and (2) if any proceeds are not so reinvested by this Section 2.04(b), the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery aggregate amount of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall required by such clause to be applied to prepay Term A Loans on such date is less than or equal to $1,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of the Advances. Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) The of this Section 2.04(b) to be applied to prepay Term A Loans exceeds $1,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required to prepay all Advances upon by this Section 2.04(b). Upon the occurrence of a Change of Control. (iiiDefault under Section 8.01(a) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assetsSection 8.01(f), or an Event of the business or operations, of Default during any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each casesuch deferral period, the Borrower shall be immediately prepay the Term A Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay all Advances within 45 days after Term A Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (iv)) but which have not previously been so applied. (v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such occurrencetime, the Borrower shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize such L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.

Mandatory. (i) If Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2015) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b) (or, in the case of the prepayment with respect to Excess Cash Flow for the fiscal year ended December 31, 2012, on or prior to March 1, 2013), the Borrower shall cause to be prepaid thean aggregate principal amount of Term Loans in an amount equal to (A) any Loan Party Disposes 50% of any property Excess Cash Flow, if any, for the fiscal year covered by such financial statements (other than commencing with the fiscal year ended December 31, 2007) minus, (B) the sum of (i) all voluntarythe aggregate amount of all buybacks or prepayments of Term Loans made during such fiscal year andpursuant to Section 2.05(a)(v) and purchases made pursuant to clause Section 10.07(k), in each case, in an amount equal to the amount actually paid in cash in respect of the principal amount of such Term Loans during such fiscal year, (ii) all other voluntary prepayments of Term Loans made pursuant to Section 2.05(a) and all voluntary prepayments, repurchases, redemptions, defeasances and satisfactions and discharges of the Senior Secured Notes and any Incremental Equivalent Debt or other Indebtedness that is secured on a pari passu basis, and is pari passu in right of payment, with the Obligations under the Term Loans, during such fiscal year and (iii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i), (ii) and (iiiii), to the extent such prepayments are not funded with the proceeds of Indebtedness (the difference of (A) minus (B), the “ECF Prepayment Amount”); provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flowpercentage set forth in clause (A) of the ECF Prepayment Amount above shall be replaced by 25% for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.4.50:1, the percentage set forth in clause (A) of the ECF Prepayment Amount above shall be replaced by 0% for the fiscal year covered by such financial statements; provided, however, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is required to prepay, or offer to repurchase, any Incremental Equivalent Debt that is secured by the Collateral on a pari passu basis, and is pari passu in right of payment, with the Obligations under the Term Loans, pursuant to the terms of the documentation governing such Indebtedness (such Incremental Equivalent Debt required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of (ii) (A) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (iiib), (ivc), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (v) of Section 5.02(eo)) ), or (By) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party the Borrower or such Restricted Subsidiary of Net Cash Proceeds in excess of U.S.$20,000,000Proceeds, the Borrower shall make a prepayment in an aggregate principal amount of Advances equal cause to be prepaid on or prior to the product date which is ten (10) Business Days after the date of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized realization or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan PartyTerm Loans in an amount equal to 100% of all Net Cash Proceeds received (other than Excluded Net Cash Proceeds); provided that, that no such prepayment shall be required pursuant to this Section 2.08(b)(i2.05(b)(ii)(A) with respect to such any portion of any such Net Cash Proceeds described in or subject to this Section 2.05(b)(ii)(A) that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”accordance with Section 2.05(b)(ii)(B) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); which notice may only be provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when if no Event of Default has occurred and is then continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment of the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.);

Mandatory. (i) If (Ai) any Loan Party Disposes of any property (other than Commencing with the fiscal year ending December 31, 2013, within five Business Days after financial statements have been delivered pursuant to clause (iSection 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances Loans (such prepayments to be applied as set forth in clauses (v) and (viii) below) equal to the product positive amount (if any) rounded down to an integral of $100,000 of (IA) 50% of Excess Cash Flow for the fiscal year covered by such financial statements minus (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.04(a)(i) during such period and the aggregate principal amount of Term Loans prepaid pursuant to Section 2.17 to the extent funded with internally generated cash (it being understood and agreed that such amount shall be the amount of the applicable Discounted Voluntary Prepayment as opposed to the par value of the Term Loans prepaid). (ii) (ii) If any Loan Party or any of its Subsidiaries Disposes of any property pursuant to Section 7.05(g), which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds less no later than the percentage of second Business Day following the receipt thereof by such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) Person (such net percentage, the “Asset Percentage”prepayments to be applied as set forth in clauses (v) and (IIviii) the below); provided, however, that, with respect to any Net Cash Proceeds realized or received with respect to (y) under a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, Disposition described in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that 2.04(b)(ii), at the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day election of the Reinvestment Period)); provided that (1) Borrower, and so long as an Event of no Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event or such Subsidiary may reinvest all or any portion of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds in operating assets (including, without limitation, Monitoring Contracts) so long as within 180 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated; and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of ControlLoans as set forth in this Section 2.04(b)(ii). (iii) If any Governmental Authority (Aiii) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates Upon the incurrence or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of issuance by any Loan Party or any of the share capital its Subsidiaries of any Loan PartyIndebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), (B) assumes custody or control the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all or substantially all of the property or the assets, or of the business or operations, of any Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or of the share capital of such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below). (iv) (iv) Upon any Loan Party, (C) takes Extraordinary Receipt received by or directs any action paid to or for the dissolution or disestablishment account of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or Subsidiaries, and not otherwise included in clause (Dii) takes any administrative action or enacts any law to effect any and (iii) of the foregoing, then, in each casethis Section 2.04(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom no later than the second Business Day following the receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that, at the election of the Borrower, and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iv). (v) (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) shall be applied, first, to theeach Term Facility pro rata or, at the option of the Borrower, to the Term B Loans prior to the Term B-1 Loans, and to the principal repayment installments thereof on a pro-rata basis with respect to such Term Facility; and second, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.04(b). (vi) (vi) Notwithstanding any of the other provisions of clause (ii), (iii) or (iv) of this Section 2.04(b), so long as no Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii), (iii) or (iv) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $1,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (ii), (iii) or (iv) of this Section 2.04(b) to be applied to prepay Loans exceeds $3,000,000. During such deferral period the Borrower may apply all Advances within 45 days after or any part of such occurrenceaggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default during any such deferral period, following delivery of a written request by the Administrative Agent, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (vi)) but which have not previously been so applied.

Mandatory. (i) 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, then the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or any Restricted Subsidiary in respect thereof) and, within five Business Days after the receipt of such Net Cash Proceeds, the Borrower shall prepay the relevant Term Loans in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that this subsection shall not require any such prepayment with respect to Net Cash Proceeds (y) received on account of Dispositions during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate or received on account of Events of Loss during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate and (z) in the case of any Disposition or Event of Loss not covered by clause (y) above, so long as no Event of Default has occurred and is continuing, if the Borrower (A) any Loan Party Disposes actually reinvests such Net Cash Proceeds, within 12 months of any property (other than pursuant the receipt thereof, in assets that perform the same or similar function for the Borrower or a Restricted Subsidiary, to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e)) the extent such Net Cash Proceeds are actually reinvested in such assets or (B) any Casualty Event occursstates in a notice delivered within 12 months of the receipt of such Net Cash Proceeds, which that the Borrower or a Restricted Subsidiary has committed to reinvest such Net Cash Proceeds in assets that perform the same or similar function in the aggregate results business of the Borrower or a Restricted Subsidiary, to the extent such Net Cash Proceeds are actually reinvested in such assets within 18 months following the receipt thereof. Promptly after the end of such 12-month or 18-month period, as applicable, the Borrower shall notify the Administrative Agent whether the Borrower or a Restricted Subsidiary has reinvested such Net Cash Proceeds in such assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the relevant Term Loans in the realization or receipt by any Loan Party amount of such Net Cash Proceeds in excess of U.S.$20,000,000the applicable $2,500,000 basket described above not so reinvested. The amount of each such prepayment shall be applied to the relevant outstanding Term Loans in accordance with this Section 1.9 until paid in full. (ii) If after the Closing Date the Borrower or any Restricted Subsidiary shall issue or incur any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7 hereof (including Indebtedness issued or incurred under Sections 1.16, 1.18 and 1.19 (but excluding Section 1.20 or any Indebtedness incurred as a Permitted Refinancing of all or a portion of existing Term Loans of any Class)), the Borrower shall make a prepayment in an aggregate principal amount promptly notify the Administrative Agent of Advances equal to the product estimated Net Cash Proceeds of (I) such issuance or incurrence. Within five Business Days after receipt thereof, 100% of such Net Cash Proceeds less shall be applied by the percentage of such Net Cash Proceeds reinvested Borrower to prepay the relevant Term Loans in accordance with this Section 2.08(b)(i) (such net percentage, 1.9 until paid in full. The Borrower acknowledges that its performance hereunder shall not limit the “Asset Percentage”) rights and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day remedies of the Reinvestment Period)); provided that (1) so long as an Event Lenders for any breach of Default shall have occurred and be continuing, no Loan Party shall be permitted to make Section 8.7 hereof or any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment terms of the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of ControlLoan Documents. (iii) If The Borrower shall, on each date any Governmental Authority Revolving Credit Commitments are reduced pursuant to Section 1.13 hereof, prepay the Revolving Loans, Swing Loans, and, if necessary, pre-fund the L/C Obligations (Aor make other arrangements reasonably satisfactory to the L/C Issuer) condemnsby the amount, nationalizesif any, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount necessary to expropriation) all or substantially all reduce the sum of the property or aggregate principal amount of Revolving Loans, Swing Loans, and U.S. Dollar Equivalent of all L/C Obligations then outstanding with respect to such Class to the assets amount to which such Revolving Credit Commitments have been so reduced. (iv) Unless the Borrower otherwise directs, prepayments of Loans of any Loan Party or type under this Section 1.9(b) shall be applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 1.9(b) shall be made by the payment of the share capital principal amount to be prepaid and accrued interest thereon to the date of prepayment together with any amounts due to the Lenders under Section 1.12 hereof. (v) If at any time the sum of the unpaid principal balance of the Revolving Loans, Swing Loans, and the U.S. Dollar Equivalent of all L/C Obligations then outstanding of any Loan Party, (B) assumes custody or control of all or substantially all Class shall be in excess of the property or the assets, or Revolving Credit Commitments of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to such Class in effect any of the foregoing, then, in each caseat such time, the Borrower shall immediately and without notice or demand pay over the amount of the excess to the Administrative Agent for the account of the Revolving Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be required applied to prepay all Advances within 45 days after such occurrencethe Revolving Loans and Swing Loans until paid in full with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit.

Mandatory. (i) If (A) any Loan Party Disposes of any property (other than Within five Business Days after financial statements have been delivered pursuant to clause (iSection ‎6.01(a), (ii)commencing with the delivery of financial statements for the fiscal year ending October 31, (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,0002015, the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances Loans equal to the product excess (if any) of (IA) 10050% of such Net Excess Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) Flow (such net percentage, the “Asset ECF Percentage”) and for the fiscal year covered by such financial statements over (IIB) the Net amount of any voluntary prepayments made on the Loans during such period or fiscal year or after such period or fiscal year (in the case of payments pursuant to Section 2.03(a)(ii), calculated as the amount of cash actually expended to make such payment) and prior to when such Excess Cash Proceeds realized Flow prepayment is due; and provided, further, that, to the extent any voluntary prepayments of Loans made during the current period or received fiscal year are applied to reduce the Excess Cash Flow payment for the prior period or fiscal year pursuant to the foregoing sentence, then such prepayments shall not be deducted with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net the Excess Cash Proceeds by such Loan PartyFlow prepayment for the current period or fiscal year; provided that, no that if the Total Secured Net Leverage Ratio for the fiscal year ended prior to such prepayment date is less than 2.50 to 1.00, the ECF Percentage shall be required reduced to 0%. (i) In addition to any other mandatory prepayments pursuant to this Section 2.08(b)(i‎2.03(b), on each date on or after the Closing Date upon which the Borrower or any other Loan Party receives any cash proceeds from any Asset Sale, to the extent the aggregate Net Sale Proceeds from all prior Asset Sales in the same fiscal year exceed $5,000,00015,000,000, an amount equal to 100% of the Term Loan Portion of Net Sale Proceeds from such Asset Sale shall be applied within three Business Days thereafter as a mandatory prepayment; provided, however, that such Net Sale Proceeds shall not be required to be so applied on such date so long as no Default then exists and such Net Sale Proceeds shall be used to purchase (or commit to purchase) with respect assets used or to be used in the businesses permitted pursuant to Section 7.07 within 365 days following the date of such Asset Sale, and provided, further, that if all or any portion of such Net Cash Sale Proceeds that the Borrower shall have, on or prior to are not so reinvested within such date, given written notice to the Administrative Agent of its 365-day period (or such Loan Party’s) reinvestment of, or written intent committed to reinvest or entry into be reinvested pursuant to a legally binding commitment to reinvest, within such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated 365-day period and not so reinvested within 180 days thereafter) (or such longer period earlier date, if any, as requested by the Borrower and agreed by or the Required Lenders following relevant Loan Party determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the Reinvestment Periodcase may be) as provided above in this Section 2.03(b)(i) without regard to the preceding proviso. (ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness permitted to be incurred or issued pursuant to Section ‎7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly upon receipt thereof by the Borrower or such Subsidiary. (iii) In addition to any other mandatory prepayments pursuant to this Section ‎2.03(b), on each date on or after the Closing Date upon which the Borrower or any other Loan Party receives any cash proceeds from any Recovery Event to the extent the aggregate Net Insurance Proceeds from all prior Recovery Events in the same fiscal year exceed $5,000,00015,000,000, an amount equal to 100% of the Term Loan Portion of such Net Insurance Proceeds from such Recovery Event shall be applied within three Business Days thereafter as a mandatory repayment; provided provided, however, that (1) such Net Insurance Proceeds shall not be required to be so applied on such date so long as an Event of no Default shall have occurred and be continuing, no Loan Party continuing and such Net Insurance Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Insurance Proceeds were paid (or committed to be paid) or purchase (or commit to purchase) assets used or to be used in the businesses permitted pursuant to make Section 7.07, in each case, within 365 days following the date of the receipt of such Net Insurance Proceeds, and provided, further that if all or any portion of such reinvestments Net Insurance Proceeds are not so used within 365 days after the date of the receipt of such Net Insurance Proceeds (other than or if committed to be so applied pursuant to a legally binding commitment that within such 365-day period and not so used within 180 days thereafter) (or such earlier date, if any, as the Borrower or the relevant Loan Party entered into at a time when no determines not to reinvest the Net Insurance Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of Default is continuingsuch period (or such earlier date, as the case may be) and (2as provided above in this Section 2.03(v)(iii) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal without regard to the Asset Percentage immediately preceding proviso. (iv) Each prepayment of any such Net Cash Proceeds the outstanding Term Loans pursuant to the foregoing provisions of this Section 2.03(b) shall be applied to the principal repayment installments thereof in direct order of maturity, and subject to Section ‎2.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the AdvancesTerm Facility. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.

Mandatory. (i) If (A) At any time in which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any of its Subsidiaries (other than Unrestricted Subsidiaries or Excluded Subsidiaries (other than Stanfield)) Disposes of any property (other than pursuant to clause (iany Disposition of any property permitted by Section 7.05(a), (iib), (iiic), (ivd), (e) or (v) of Section 5.02(eh)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000Proceeds, the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances Loans equal to the product of (I) 100% of such Net Cash Proceeds less immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iii) and (v) below); provided, however, that (1) the percentage first $50,000,000 of such Net Cash Proceeds reinvested received in accordance with any fiscal year (the “Exempt Proceeds”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.08(b)(i) (such net percentage2.05(b)(i)(A), the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i2) with respect to such portion of such any Net Cash Proceeds that received in respect of a Disposition described in this Section 2.05(b)(i)(A) in excess of the Exempt Proceeds, at the election of the Borrower shall have, (as notified by the Borrower to the Administrative Agent on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt date of such Net Cash Proceeds (the “Reinvestment Period”) (andDisposition), in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of no Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event or Subsidiary may reinvest all or any portion of Default is continuingsuch Net Cash Proceeds in operating assets so long as within 12 months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that (x) and (2) if any proceeds are Net Cash Proceeds not so reinvested by within such 12 month period shall be immediately applied to the deadlines specified above or prepayment of the Loans as set forth in this Section 2.05(b)(i)(A), and (y) if any such proceeds are no longer intended to be or cannot be so reinvested a Default has occurred and is continuing at any time after delivery of that the Borrower or a notice of reinvestment electionSubsidiary Guarantor receives or is holding any Net Cash Proceeds which have not yet been reinvested, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be immediately applied to the prepayment of the AdvancesLoans as set forth in this Section 2.05(b)(i)(A). (B) [Reserved]. (ii) The Borrower shall be required At any time in which any Incremental Term Facility Loan remains outstanding, upon any Extraordinary Receipt received by or paid to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment account of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business Subsidiaries (other than Unrestricted Subsidiaries or operations or Excluded Subsidiaries (Dother than Stanfield)), and not otherwise included in clause (i) takes any administrative action or enacts any law to effect any of the foregoing, then, in each casethis Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (iii) and (v) below); provided, however, that (A) the first $50,000,000 of such Extraordinary Receipts received in any fiscal year (the “Exempt Receipts”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.05(b)(ii), and (B) with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments in excess of the Exempt Receipts, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 12 months after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that (A) any cash proceeds not so applied within such 12 month period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii), and (B) if a Default has occurred and is continuing at any time that a Loan Party or Subsidiary receives or is holding any Net Cash Proceeds which have not yet been applied to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received, such cash proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied ratably to the Revolving Credit Facility (in the manner set forth in clause (v) of this Section 2.05(b)) and the Incremental Term Facilities unless expressly stated otherwise. (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility Amount at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (v) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to prepay clause (i) or (ii) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all Advances within 45 days after L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such occurrencetime and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. (vi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b) shall not reduce the Revolving Credit Commitments.

Mandatory. (i) If (A) the Borrower or any Loan Party Disposes of Subsidiary shall at any property (other than pursuant time or from time to clause time (i)) make or agree to make a Disposition, including without limitation any Targeted Transactions or Designated Transaction, or (ii), (iii), (iv) or (v) shall suffer an Event of Section 5.02(e)) or (B) any Casualty Event occurs, which Loss resulting in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000$1,000,000 individually or on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall make a prepayment prepay the Obligations in an aggregate principal amount equal to 100% of the amount of Advances equal all such Net Cash Proceeds; provided that in the case of each Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 90 days of receipt of Net Cash Proceeds from an Event of Loss, the product Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of (I) 100% Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds less to the percentage extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrower’s notice with such 90-day period. Promptly after the end of such 90-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentageexcess of $1,000,000 not so invested or reinvested. Except for any prepayment resulting from any Designated Transaction, the “Asset Percentage”) amount of each such prepayment shall be applied first to the outstanding Bullet Loans A until paid in full, then to outstanding Term Loans A until paid in full, then to outstanding Term Loans B until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans, provided that (IIA) the Net Cash Proceeds realized or received with respect of any disposition of the inventory and accounts receivable of a Targeted Transaction agreed to by the Borrower and the Administrative Agent (ythe “Working Capital Proceeds”) a Disposition, within 60 days and in an amount equal to the amount included in the Borrowing Base (z) a Casualty Event, within five Business Days, but not to exceed $487,000 in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(ithe aggregate) with respect to such portion assets shall first be applied to the repayment of Revolving Loan until paid in full and then to the Swing Loans, and (B) the Borrower may elect to apply any Working Capital Proceeds in excess the amount described in the foregoing clause (A) to the repayment of Revolving Loans or the Bullet Loans A. The amount of any payment resulting from any Designated Transaction shall be applied first to the outstanding Term Loans A until paid in full, then to outstanding Term Loans B until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans until paid in full and then to the outstanding Bullet Loans A, provided that the Net Cash Proceeds of any disposition of the inventory and accounts receivable in connection with a Designated Transaction in an amount equal to the amount included in the Borrowing Base with respect to such assets shall first be applied to the repayment of Revolving Loan until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Event of Loss shall be deposited with the Administrative Agent and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If after the Closing Date the Borrower or any Subsidiary shall issue any new equity securities (other than equity securities issued in connection with the exercise of employee stock options, equity securities issued to the seller of an Acquired Business in connection with an Acquisition permitted by the terms hereof, if any) or incur or assume any Indebtedness other than that permitted by Sections 6.11(a), (b) or (c) hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, incurrence or assumption the Borrower shall prepay the Obligations in the amount of such Net Cash Proceeds Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans (until paid in full, then to the Term Loans B until paid in full, then to the Revolving Loans until paid in full) then to the Swing Loans until paid in full and then to the Bullet Loans A. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 6.11 or any other terms of this Agreement. (iii) No later than 28 days after the last day of each fiscal quarter, commencing with the fiscal quarter ending January 31, 2013, the Borrower shall haveprepay the then-outstanding Term Loans A by an amount equal to the amount by which the Borrower’s Excess Cash Flow for the period commencing October 1, 2012 and ending on the last day of such fiscal quarter exceeded the amount necessary for the Borrower’s Fixed Charge Coverage Ratio to be 1.2 to 1, minus the amount of all payments previously made pursuant to this Section 2.8(b)(iii). (iv) The Borrower shall, on or prior each date the Revolving Credit Commitments are reduced pursuant to such dateSection 2.10, given written notice prepay the Revolving Loans and Swing Loans and, if necessary, prefund the L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C Obligations then outstanding to the Administrative Agent amount to which the Revolving Credit Commitments have been so reduced. (v) Each prepayment of its (or such Loan Party’sLoans under this Section 2.8(b) reinvestment of, or written intent shall be made by the payment of the principal amount to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (be prepaid and, in the case of any such written intent Term Loans A, Term Loans B, Bullet Loans A or binding commitmentSwing Loans, accrued interest thereon to the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day date of the Reinvestment Period)); provided that (1) so long as an Event prepayment. Each prefunding of Default shall have occurred and be continuing, no Loan Party L/C Obligations shall be permitted to make any such reinvestments made in accordance with Section 7.4. (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuingvi) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested If at any time after delivery the sum of the unpaid principal balance of the Revolving Loans and the L/C Obligations then outstanding shall be in excess of the Borrowing Base as then determined and computed, the Borrower shall immediately and without notice or demand pay over the amount of the excess to the Administrative Agent for the account of the Lenders as and for a notice mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Revolving Loans until payment in full thereof with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of reinvestment electionCredit. (vii) If the Borrower receives any Tax Refunds, the Borrower shall prepay the Obligations by an amount equal to the Asset Percentage amount of such proceeds, and, if the Administrative Agent receives any Tax Refunds, the Administrative Agent shall apply such Net Cash Proceeds Tax Refunds to effect such prepayment. The amount of each such prepayment shall be applied first to the prepayment of outstanding Term Loans A until paid in full, then to the Advancesoutstanding Term Loans B until paid in full, then to the Revolving Loans until paid in full and then to the Swing Loans until paid in full and then to the outstanding Bullet Loans A until paid in full. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.

Mandatory. (i) If The Borrower shall, on the ninetieth (A90th) any Loan Party Disposes day following the end of any property (other than pursuant to clause (i)each of its fiscal years commencing with the fiscal year ending December 31, (ii)2013, (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances the Term Loans in an amount equal to 50% of the product amount of Excess Cash Flow for such fiscal year. (Iii) If the Borrower or any of its Subsidiaries consummates any Asset Sale, then the Borrower (x) may retain the Net Cash Proceeds of such Asset Sale in an aggregate amount for the term of this Agreement not to exceed $10,000,000, so long as such retained Net Cash Proceeds are used for general working capital purposes, and (y) except as provided in the preceding clause (x), shall prepay, within three (3) Business Days (or deposit into the Collateral Account pending prepayment, which shall occur within five (5) Business Days) of the date of such Asset Sale, an aggregate principal amount of the Term Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to such date; provided, however, that, at the option of the Borrower, and as an alternative to the prepayment requirement set forth in this Section 2.03(b)(ii), the Borrower or such Subsidiary may use up to 50% of such Net Cash Proceeds less (A) to reinvest in Replacement Assets for one of the percentage Borrower’s or its Subsidiaries’ existing Facilities or (B) for other Capital Expenditures for one of such the Borrower’s or its Subsidiaries’ existing Facilities, in each case, in accordance with Section 7.04(b)(i); provided further, however, that to the extent that Net Cash Proceeds reinvested from all Asset Sales exceed $50,000,000 in the aggregate for the term of this Agreement (the “Sale Cap”), then the Borrower shall no longer be entitled to use Net Cash Proceeds of Asset Sales to reinvest in Replacement Assets or for Capital Expenditures and must instead apply all Net Cash Proceeds of Asset Sales exceeding the Sale Cap as a mandatory prepayment in accordance with this Section 2.08(b)(i) 2.03(b)(ii). For the avoidance of doubt, to the extent any Net Cash Proceeds constitute ABL Primary Collateral, such Term Loans shall not be required to be prepaid to the extent such Net Cash Proceeds are applied to the repayment of the ABL Obligations (such net percentage, other than Excess ABL Obligations (as defined in the “Asset Percentage”Intercreditor Agreement)) and until the ABL Obligations (IIother than Excess ABL Obligations) are paid in full (in accordance with Section 1.4 of the Existing ABL Credit Facility (excluding clause (f) thereof) as in effect on the date hereof, provided that nothing in this clause (ii) shall require a permanent reduction of revolving commitments under the ABL Credit Facility). (iii) The Borrower shall, on the date of receipt of any Net Cash Proceeds by the Borrower or any of its Subsidiaries in connection with the incurrence or issuance of any Indebtedness (other than Indebtedness permitted to be incurred under Section 7.02) prepay an aggregate principal amount of the Term Loans equal to 100% of all Net Cash Proceeds received therefrom. (iv) If the Borrower or any of its Subsidiaries receive Net Cash Proceeds from any Event of Loss, then the Borrower (x) may retain the Net Cash Proceeds realized or received with respect of such Event of Loss in an aggregate amount for the term of this Agreement not to exceed $10,000,000, so long as such retained Net Cash Proceeds are used for general working capital purposes, and (y) a Dispositionexcept as provided in the preceding clause (x), shall prepay, within 60 days and three (z3) a Casualty EventBusiness Days (or deposit into the Collateral Account pending prepayment, which shall occur within five (5) Business Days, in each case, after ) of the date of receipt of such Net Cash Proceeds by such Loan Party; provided thatProceeds, no such prepayment shall be required pursuant an aggregate principal amount of the Term Loans equal to this Section 2.08(b)(i) with respect to such portion 100% of such all Net Cash Proceeds that the Borrower shall have, received therefrom on or prior to such date; provided, given written notice however, that, at the option of the Borrower, and as an alternative to the Administrative Agent of its (prepayment requirement set forth in this Section 2.03(b)(iv), the Borrower or such Loan Party’s) reinvestment of, or written intent Subsidiary may use up to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt 50% of such Net Cash Proceeds (the “Reinvestment Period”A) (and, to reinvest in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day Replacement Assets for one of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above Borrower’s or if any such proceeds are no longer intended to be its Subsidiaries’ existing Facilities or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment of the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all for other Capital Expenditures for one of the property Borrower’s or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, thenSubsidiaries’ existing Facilities, in each case, in accordance with Section 6.17(a); provided further, however, that to the extent that Net Cash Proceeds from all Events of Loss exceed $50,000,000 in the aggregate for the term of this Agreement (the “Loss Cap”), then the Borrower shall no longer be required entitled to prepay use Net Cash Proceeds of Asset Sales to reinvest in Replacement Assets or for Capital Expenditures and must instead apply all Advances within 45 days after such occurrenceNet Cash Proceeds of Asset Sales exceeding the Loss Cap as a mandatory prepayment in accordance with this Section 2.03(b)(iv).

Mandatory. (i) [Reserved]. (ii) If any of the Borrowers or any Non-Borrower Subsidiary (Aother than the Insurance Subsidiary) any Loan Party Disposes of any property (other than pursuant to clause (i), (ii), (iii), (iv) or (v) sales of Section 5.02(e)) or (B) any Casualty Event occurs, which inventory in the aggregate ordinary course of business, and other than any Excluded Asset Disposition and other than the Permitted ▇▇▇▇▇▇▇▇▇ Disposition) which, in any such case, results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000Proceeds, the Borrower Borrowers shall make a prepayment in prepay an aggregate principal amount of Advances Loans equal to the product of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, therefrom in each case, after receipt excess of such $30,000,000 in the aggregate for the Net Cash Proceeds by received from all such Loan PartyDispositions during the immediately preceding twelve month period (calculated after giving effect to the proviso below) no later than 45 days after the end of the fiscal quarter during which such Disposition occurred (such prepayments to be applied as set forth in clauses (v) and (viii) below, as applicable); provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such any Net Cash Proceeds that realized under a Disposition described in this Section 2.05(b)(ii), at the Borrower shall have, on or prior to such date, given written notice election of the Borrowers (as notified by the Borrowers to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 no later than 45 days following receipt of such Net Cash Proceeds (after the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day end of the Reinvestment Periodfiscal quarter during which such Disposition occurred)); provided that (1) , and so long as an no Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make the Borrowers may reinvest all or any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event portion of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment in operating assets of the Advances. Borrowers so long as (iiA) The Borrower within 330 days after receipt of such Net Cash Proceeds, such reinvestment shall be required have been consummated (or a definitive agreement to prepay all Advances upon so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 330-day period, then such reinvestment shall have been consummated within 330 days after the occurrence of a Change of Controldate such definitive agreement was executed. (iii) If Upon the occurrence of a Recovery Event with respect to the Borrowers which, in any Governmental Authority such case, results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $30,000,000 in the aggregate for the Net Cash Proceeds received from all such Recovery Events during the immediately preceding twelve month period (calculated after giving effect to the proviso below) no later than 45 days after the end of the fiscal quarter during which such Recovery Event occurred (such prepayments to be applied as set forth in clauses (v) and (viii) below, as applicable); provided that, with respect to any Net Cash Proceeds realized under a Recovery Event described in this Section 2.05(b)(iii), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent no later than 45 days after the end of the fiscal quarter during which such Recovery Event occurred), and so long as no Event of Default shall have occurred and be continuing, the Borrowers may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or operating assets of the Borrowers so long as (A) condemnswithin 330 days after receipt of such Net Cash Proceeds, nationalizessuch reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, and (B) assumes custody if a definitive agreement (including, without limitation, a construction agreement) to so reinvest has been executed within such 330-day period, then such reinvestment shall have been consummated within 330 days after the date such definitive agreement was executed. (iv) Upon the incurrence or control issuance by the Borrowers of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all or substantially all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrowers (such prepayments to be applied as set forth in clauses (v) and (viii) below, as applicable). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility and to the principal repayment installments thereof as directed by the Borrowers and specified in the notice of prepayment, (provided that in the event that the Borrowers do not specify the order in which to apply prepayments, the Borrowers shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal of such Term Loans in reverse order of maturity) and, second, to the Revolving Credit Facility without any reduction of the property or Revolving Credit Commitments in the assetsmanner set forth in clause (viii) of this Section 2.05(b). Subject to Section 2.18 and clause (vi) below, or such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the business or operations, relevant Facilities. (vi) The Borrowers shall give notice to the Administrative Agent of any Loan Party or mandatory prepayment of the Term Loans pursuant to Section 2.05(b)(ii) or (iii), at least five (5) Business Days prior to the date on which such payment is due. Such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall promptly (and, in any event, within one (1) Business Day) give notice to each Appropriate Lender of the contents of the Borrowers’ prepayment notice and of such Appropriate Lender’s Applicable Percentage or other applicable share capital provided for under this Agreement of the prepayment. Each Appropriate Lender may elect (in its sole discretion) to decline all (but not less than all) of its Applicable Percentage or other applicable share provided for under this Agreement of the prepayment (such amounts so declined, the “Declined Amounts”) of any Loan Partymandatory prepayment by giving notice of such election in writing (each, a “Rejection Notice”) to the Administrative Agent by 12:00 p.m. (CNew York City time), on the date that is one (1) takes Business Day prior to the date that such prepayment is due. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage or directs any action other applicable share provided for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any under this Agreement of the foregoingtotal amount of such mandatory prepayment of Term Loans. The aggregate amount of the Declined Amounts shall be retained by the Borrowers and/or applied by the Borrowers in any manner not inconsistent with the terms of this Agreement. (vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, thenthe Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (viii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, and second, shall be applied ratably to the outstanding Revolving Credit Loans without any reduction of the Revolving Credit Commitments, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.

Mandatory. (i) [Reserved]. (ii) [Reserved]. (iii) If (A) the Borrower or any Loan Party of its Subsidiaries Disposes of any property (other than pursuant to clause any Disposition of any property permitted by Section 7.05(b), (c), (d), (e) or (i), (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000Proceeds, the Borrower shall make a prepayment in shall, subject to the use of such Net Cash Proceeds to prepay loans pursuant to the terms of the Bank Loan Agreement, prepay an aggregate principal amount of Advances Loans equal to the product of (I) 100% of such Net Cash Proceeds less promptly, but in any event within five Business Days after the percentage later of (A) receipt thereof by such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) Person and (IIB) the expiration of the 30 day period provided below; provided, however, that, following the Interim Loan Maturity Date only, with respect to any Net Cash Proceeds realized or received with respect to (y) under a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, Disposition described in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion 2.04(b)(iii), at the election of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice (as notified by the Borrower to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 not more than 30 days following receipt after the date of such Net Cash Proceeds (the “Reinvestment Period”) (andDisposition), in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of no Default shall have occurred and be continuing, no Loan Party shall be permitted to make the Borrower or such Subsidiary may reinvest all or any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event portion of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds in operating assets so long as within 12 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed; provided, further, however, that with respect to Dispositions pursuant to Section 7.05(h), (x) the Borrower or such Subsidiary may only reinvest up to 50% of such Net Cash Proceeds which do not in the aggregate for all Dispositions under such Section exceed 5% of the Borrower’s Consolidated Total Assets as of the end of the immediately preceding fiscal quarter; and (y) the remaining 50% of such Net Cash Proceeds and any Net Cash Proceeds not so reinvested and 100% of such Net Cash Proceeds for Dispositions under such Section in excess of 5% of the Borrower’s Consolidated Total Assets as of the end of the immediately preceding fiscal quarter shall be immediately applied to the prepayment of the AdvancesLoans as set forth in this Section 2.04(b)(iii). (iiiv) The Upon the incurrence or issuance by the Borrower shall be required or any of its Subsidiaries of any Indebtedness (including, without limitation, any Permanent Securities) or any equity or equity-linked securities of the Borrower, the Borrower shall, subject to the use of such Net Cash Proceeds to prepay loans pursuant to the terms of the Bank Loan Agreement, prepay an aggregate principal amount of Loans equal to 100% of all Advances upon Net Cash Proceeds received therefrom promptly, but in any event within five Business Days, after receipt thereof by the occurrence of a Change of ControlBorrower or such Subsidiary. (v) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (iii) If or (iv) of this Section 2.04(b), the Borrower shall, subject to the use of such Net Cash Proceeds to prepay loans pursuant to the terms of the Bank Loan Agreement, prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly, but in any Governmental Authority event within five Business Days after the later of (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, receipt thereof by such Person and (B) assumes custody or control of all or substantially all the expiration of the property 30 day period provided below; provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the assets, or election of the business Borrower (as notified by the Borrower to the Administrative Agent not more than 30 days after the date of receipt of such insurance proceeds, condemnation awards or operationsindemnity payments), of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each caseand so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 12 months after the receipt of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received so long as within 12 months after the receipt of such Net Cash Proceeds such replacement or repair shall have been completed and provided, further, however, that any cash proceeds not so applied shall be required immediately applied to prepay all Advances within 45 days after such occurrencethe prepayment of the Loans as set forth in this Section 2.04(b)(v).

Mandatory. (i) If (A) any Loan Party Disposes Commencing with the fiscal year of any property (other than the Borrower ending September 30, 2007, within five Business Days after each delivery of financial statements pursuant to clause Section 6.01(a) and the related Compliance Certificate pursuant to Section 6.02(a) (iand in any event within 90 days after the end of each such fiscal year of the Borrower), (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances Loans equal to (i) 75% of the product Excess Cash Flow for the fiscal year covered by such financial statements if the Senior Secured Leverage Ratio as of the last day of such fiscal year is equal to or greater than 3.00 to 1.00 or (Iii) 50% of the Excess Cash Flow for such fiscal year if the Senior Secured Leverage Ratio as of the last day of such fiscal year is less than 3.00 to 1.00. (ii) If the Borrower or any of its Subsidiaries Disposes of any assets in a Disposition referred to in Section 7.05(g), (h) or (i), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such all Net Cash Proceeds less received therefrom within two Business Days after receipt thereof by the percentage of Borrower or such Subsidiary; provided, however, that the Borrower shall not be required to make any such prepayment with respect to any Disposition to the extent the aggregate Net Cash Proceeds reinvested received from such Disposition do not exceed $1,000,000; provided further, however, that at the option of the Borrower (as elected by the Borrower in accordance with this Section 2.08(b)(i) (writing to the Administrative Agent on or prior to the date of such net percentageDisposition), the “Asset Percentage”) and (II) Borrower may, except in the Net Cash Proceeds realized case of a Disposition referred to in Section 7.05(g), reinvest all or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such any portion of such Net Cash Proceeds that (but not more than $25,000,000 in the Borrower shall have, on or prior to such date, given written notice to aggregate since the Administrative Agent of its (or such Loan Party’sClosing Date) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in long-term operating assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case business of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) Subsidiaries so long as an (A) no Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event B) within 270 days following the receipt of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds a definitive agreement for the purchase of such assets with such Net Cash Proceeds shall have been entered into (and the Borrower shall have certified the same in writing to the Administrative Agent) and (C) within 450 days following the receipt of such Net Cash Proceeds such purchase shall have been consummated (and the Borrower shall have certified the same in writing to the Administrative Agent); provided further, however, that (1) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be applied to the prepayment of the Advances. Loans as set forth in this Section 2.04(b) within two Business Days of the termination of the applicable period and (ii2) The Borrower shall (x) any Net Cash Proceeds received from a Disposition of assets (including Equity Interests) that constitute Collateral may only be required to prepay all Advances upon reinvested in assets that constitute Collateral and (y) any Net Cash Proceeds received from a Disposition of assets that are directly owned by a Subsidiary the occurrence Equity Interests of which constitute Collateral may only be reinvested in assets that constitute Collateral or are directly owned by a Change Subsidiary the Equity Interests of Controlwhich constitute Collateral. (iii) If Upon the occurrence of any Governmental Authority Casualty Event, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within two Business Days after receipt thereof by the Borrower or any of its Subsidiaries; provided, however, that at the option of the Borrower (A) condemnsas elected by the Borrower in writing to the Administrative Agent on or prior to the date such Net Cash Proceeds are received), nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) the Borrower may apply all or substantially all any portion of such Net Cash Proceeds to repair, restore or replace the assets in respect of which such Casualty Event shall have occurred or to acquire other long-term operating assets useful in the business of the property or Borrower and the assets Subsidiaries (provided that, in the case of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the such other long-term operating assets, or the amount of such Net Cash Proceeds used to acquire such assets shall not exceed $25,000,000 in the business or operations, of any Loan Party or of aggregate since the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, thenClosing Date), in each case, so long as (A) in the case of any such repair or restoration, such repair or restoration shall have been commenced within 270 days following the receipt of such Net Cash Proceeds and shall thereafter be continued by the Borrower or the applicable Subsidiary in good faith (and the Borrower shall have certified the same in writing to the Administrative Agent upon the commencement thereof and on a quarterly basis thereafter until completion) and (B) in the case of any such acquisition of replacement assets or of other long-term operating assets, (1) within 270 days following the receipt of such Net Cash Proceeds a definitive agreement for the acquisition thereof with such Net Cash Proceeds shall have been entered into, (2) within 450 days following the receipt of such Net Cash Proceeds such acquisition shall have been consummated and (3) any Net Cash Proceeds received from a Casualty Event in respect of assets that constitute Collateral shall have been reinvested only in assets that constitute Collateral (and the Borrower shall have certified all of the foregoing in writing to the Administrative Agent); provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested (and not designated for such repair or restoration) shall be applied to the prepayment of the Loans as set forth in this Section 2.04(b) within two Business Days of the termination of the applicable period (or, as applicable, promptly upon ceasing to be designated for such repair or restoration). (iv) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on the date of receipt thereof by the Borrower or such Subsidiary. (v) Upon the consummation of any Equity Issuance, the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom within two Business Days after receipt thereof by the Borrower or any of its Subsidiaries; provided, however, that no prepayment under this clause (v) shall be required with respect to any such Net Cash Proceeds if at the time of the receipt thereof the Senior Secured Leverage Ratio is less than 3.00 to 1.00. (vi) Each prepayment of Loans pursuant to this Section 2.04(b) (A) shall be accompanied by accrued interest thereon, together with, in the case of Eurocurrency Rate Loans, any additional amounts required pursuant to Section 3.05, (B) shall be applied ratably to the Term Facilities and, within each Term Facility, to the remaining scheduled installments of principal due under Section 2.06 on a pro rata basis and (C) shall be paid to the Lenders in accordance with their Applicable Percentages in respect of each of the Term Facilities. (vii) Notwithstanding any of the foregoing provisions of this Section 2.04(b), with respect to any prepayment of Eurocurrency Rate Loans required to be made hereunder the Borrower may, in its sole discretion, in lieu of prepaying such Loans on the date due deposit, no later than such date due, into a Cash Collateral Account an amount in cash equal to the amount of such required prepayment (including any accrued interest). The Administrative Agent is hereby authorized and directed (without any further action by or notice to or from the Borrower or any other Loan Party) to apply the amounts so deposited to the prepayment of such Loans and accrued interest thereon in accordance with this Section 2.04(b) on the last day of the applicable Interest Period (or, if earlier, the date on which an Event of Default shall have occurred and is continuing). (viii) Notwithstanding any of the other provisions of this Section 2.04(b), (A) if, following the occurrence of any “Asset Sale” (as defined in any of the Indentures) by the Borrower or any of its Subsidiaries, the Borrower is required to commit by a particular date (a “Commitment Date”) to apply or cause its Subsidiaries to apply an amount equal to any “Net Proceeds” (as defined in such Indenture) thereof in a particular manner, or to apply by a particular date (an “Application Date”) an amount equal to any such “Net Proceeds” in a particular manner, in either case in order to excuse the Borrower from being required to make an “Asset Sale Offer” (as defined in such Indenture) in connection with such “Asset Sale”, and the Borrower shall have failed to so commit or to so apply an amount equal to such “Net Proceeds” before the applicable Commitment Date or Application Date, as the case may be, or (B) if the Borrower at any other time shall have failed to apply or commit or cause to be applied an amount equal to any such “Net Proceeds” and thereafter, assuming no further application or commitment of an amount equal to such “Net Proceeds”, the Borrower would otherwise be required to prepay all Advances within 45 days after make an “Asset Sale Offer” in respect thereof, then in either such occurrencecase the Borrower shall immediately pay or cause to be paid to the Administrative Agent such amount, to be applied to the prepayment of the Loans in the manner set forth in this Section 2.04(b), as shall excuse the Borrower from making any such “Asset Sale Offer”.

Mandatory. (i) If the Parent or any of its Restricted Subsidiaries receive Net Proceeds in respect of any Prepayment Event (including by the Administrative Agent as loss payee in respect of any Prepayment Event described in clause (b) of the definition of the term “Prepayment Event”), the Borrower shall, on the day such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (a) or (b) of the definition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), prepay Borrowings in an aggregate amount equal to (x) with respect to any Prepayment Event described in clause (a) or clause (b) of the definition of the term “Prepayment Event,” the Specified Asset Sale Percentage of the amount of such Net Proceeds (or, if the Parent or any of its Restricted Subsidiaries has incurred Indebtedness (A) any Loan Party Disposes of any property (other than pursuant to clause (i)that is permitted under Section 6.01 that is secured, (ii)on an equal and ratable basis with the Term Loans, (iii), (iv) or (v) of by a Lien on the Collateral permitted under Section 5.02(e)) 6.02 or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a prepayment in an aggregate principal amount of Advances equal to the product of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Dispositionthe ChampionX Corp Credit Facilities, within 60 days and (z) a Casualty Event, within five Business Daysand, in each case, such Indebtedness is required to be prepaid or redeemed with the net proceeds of any event described in clause (a) or (b) of the definition of the term “Prepayment Event,” then by such lesser percentage of such Net Proceeds such that such Indebtedness receives no greater than a ratable percentage of such Net Proceeds based upon the aggregate principal amount of the Term Loans and such Indebtedness then outstanding) or (y) with respect to any Prepayment Event described in clause (c) of the definition of the term “Prepayment Event,” 100% of an amount equal to such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, five (5) Business Days prior to the date of the required prepayment, deliver to the Administrative Agent written notice that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 360 days after receipt of such Net Cash Proceeds to acquire, restore, replace, rebuild, develop, maintain or upgrade real property, equipment or other assets to be used in the business of the Parent or its Restricted Subsidiaries or to enter into an acquisition permitted by such Loan Party; provided thatthis Agreement and certifying that no Default has occurred and is continuing, then no such prepayment shall be required pursuant to this Section 2.08(b)(i) with paragraph in respect to of the Net Proceeds in respect of such event (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 360-day period (or within a period of 180 days thereafter if by the end of such initial 360-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other assets or to make an acquisition permitted by this Agreement), at which time a prepayment shall be required in an amount equal to such Net Proceeds in accordance with clause (x) above; provided that, notwithstanding anything to the contrary herein, prior to the second anniversary of the Effective Date, no prepayment with respect to the Net Proceeds of any Prepayment Event described in clause (a) or clause (b) of the definition of the term “Prepayment Event” shall be required so long as such Net Proceeds are used to permanently prepay or redeem Indebtedness of Parent and its Restricted Subsidiaries (A) that was incurred pursuant to Section 6.01 and that is secured, on an equal and ratable basis with the Term Loans, by a Lien on the Collateral permitted under Section 6.02 or (B) incurred under the ChampionX Corp Credit Facilities and secured by a Lien on the Collateral on an equal and ratable basis with the Term Loans, in each case, as required thereunder. (ii) Following the end of each fiscal year of the Parent, commencing with the fiscal year ending December 31, 2021, the Borrower shall haveprepay Borrowings in an aggregate amount equal to the Specified ECF Percentage of Excess Cash Flow for such fiscal year covered by such financial statements; provided that, at the option of the Borrower, such amount shall be reduced by the aggregate amount of voluntary prepayments (other than prepayments made with the proceeds of Indebtedness) of (i) Borrowings made pursuant to paragraph (a) of this Section 2.11, (ii) term loans outstanding under the ChampionX Corp Credit Agreement that are secured on or a pari passu basis with the Loan Document Obligations and (iii) Refinancing Term Loans that are secured on a pari passu basis with the Loan Document Obligations, in each case, during such fiscal year (and, at the Borrower’s option (and without deducting such amounts against the subsequent fiscal year’s prepayment computation pursuant to this paragraph (b)(ii)), after the end of such fiscal year but prior to the date on which the prepayment pursuant to this Section 2.11(b)(ii) for such datefiscal year is required to have been made); provided, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment offurther, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (andthat, in the case of any Term Loan, or Refinancing Term Loan prepaid in connection with the purchase thereof by a Purchasing Borrower Party pursuant to Section 9.04(f) (or other corresponding provisions in the document governing such written intent or binding commitmentIndebtedness) at a discount to par, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1prepayment required pursuant to this Section 2.11(b)(ii) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment electionreduced, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied with respect to the prepayment of such Term Loan, only by the Advances. (ii) The actual amount of cash paid to the applicable Lender or Lenders in connection with such purchase; provided, further, that Borrower shall only be required to prepay all Advances upon make a prepayment pursuant to this Section 2.11(b)(ii) to the occurrence extent that such amount is in excess of a Change of Control. (iii) If $10,000,000; provided, further, that if at the time that any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that such prepayment would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each casebe required, the Borrower shall be (or any Restricted Subsidiary of the Borrower) is also required to prepay all Advances any term loans under the ChampionX Corp Credit Facilities with any portion of the Excess Cash Flow, then the Borrower may apply such portion of the Excess Cash Flow on a pro rata basis. Each prepayment pursuant to this paragraph shall be made within 45 days ten (10) Business Days after such occurrencethe date on which financial statements are required to be delivered pursuant to Section 5.01(a) with respect to the fiscal year for which Excess Cash Flow is being calculated.

Mandatory. At the end of the --------- (i-----) If Year after the Effective Date hereof, CONTRACTOR shall relinquish to the GOVERNMENT not less than twenty five percent (A25%) of the original Area on the Effective date not then converted into a Development Lease (s)" Area subject to relinquish. Such relinquishment shall be in a single unit of whole Exploration Blocks or originally existing parts of Exploration Blocks not converted into Development Lease(s) unless otherwise agreed upon between GANOPE and CONTRACTOR so as to enable the relinquishment requirements to be precisely fulfilled, then relinquish the remaining Area at the end of the last Exploration phase except the areas converted to development lease(s). Contractor may retain the " Area subject to relinquish" in any Loan Party Disposes Exploration phase Subject to the approval of any property the Minister of Petroleum by submitting at least six (other than 6) months pre- notification to GANOPE, including the additional technical activities to be undertaken in the " Area subject to relinquish" during the next exploration period of years which CONTRACTOR elects to extend after the initial exploration period provided that CONTRACTOR shall submit a statement of costs and expenses of such additional activities, It is understood that CONTRACTOR is committed to such financial and technical commitments in addition to the Exploration commitments related to the second --------------- (---) Exploration period according to Article IV (b) ,provisions of Article IV of this Agreement shall be applied, provided that CONTRACTOR shall submit a letter of guarantee with an equal amount to the costs of such additional activities, according to annex ( c) of this agreement and shall also pay an unrecoverable bonus for retaining "the Area subject to relinquish". At the end of the ---------- (------) year after the Effective Date hereof, CONTRACTOR shall relinquish to the GOVERNMENT an additional --------------- percent (--------%) of the original Area on the Effective date not then converted to a Development Lease(s). CONTRACTOR shall also relinquish the "Area subject to relinquish" retained pursuant to clause (ithe above mentioned paragraph, excluding the area(s) converted to Development Lease(s), (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a prepayment in an aggregate principal amount of Advances equal to the product of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment . Such relinquishment shall be required pursuant in a single unit of whole Exploration Blocks not converted to this Section 2.08(b)(iDevelopment Lease(s) with respect unless otherwise agreed upon between GANOPE and CONTRACTOR so as to such portion of such Net Cash Proceeds that enable the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended relinquishment requirements to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to precisely fulfilled. CONTRACTOR may retain the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment of the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.above mentioned additional --------------- percent ( -------

Mandatory. (i) If (A) the Borrower or any Loan Party Disposes of any property (other than pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of its Subsidiaries shall have received Net Cash Proceeds in excess of U.S.$20,000,000$50,000,000 from (A) the issuance in the capital markets by the Borrower or any of its Subsidiaries of any Debt (other than Debt of the nature described in clauses (i) and (iii) of Section 5.02(e) and other than commercial paper issued by Oracle or New Oracle), or (B) the sale or issuance in the capital markets by the Borrower or any of its Subsidiaries of equity interests for Net Cash Proceeds, in the case of each of clauses (A) and (B), to any party other than the Borrower or any of its Subsidiaries, the Borrower shall be required to make a mandatory prepayment of Advances in an aggregate principal amount of Advances equal to the product of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage2.08(b); provided, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, if the Borrower has previously made a mandatory prepayment of Advances in accordance with this Section 2.08(b), no such further mandatory prepayment shall be required until the amount of Net Cash Proceeds of the nature described in clauses (A) and (B) again exceed $50,000,000. Any mandatory prepayment of Advances required to be made pursuant to this Section 2.08(b)(i2.08(b) with respect to such portion shall be made on the earlier of such Net Cash Proceeds that (1) the Borrower shall have, on or prior to such date, given written notice to last day of the Administrative Agent Interest Period for any Advance ending after the date of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any until all such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall Net Cash Proceeds have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuingprepaid) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to 30th calendar day after the receipt thereof and shall be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal applied to the Asset Percentage of any Advances comprising a Borrowing ratably; provided, that, all such Net Cash Proceeds shall be have been applied to prepay Advances not later than the prepayment of 30th calendar day after the Advancesdate that such Net Cash Proceeds exceed $50,000,000. (ii) The If by the fifth Business Day after the date of Borrowing hereunder the Acquisition and the Mergers shall not have been consummated, then, unless such prepayment under this clause (ii) is waived by the Required Lenders, the Borrower shall be required to within three Business Days thereafter prepay all Advances upon the occurrence of a Change of ControlLoans in full. (iii) If any Governmental Authority All prepayments under this subsection (Ab) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required made together with accrued interest to prepay all Advances within 45 days after the date of such occurrenceprepayment on the principal amount prepaid.

Mandatory. (i) If Within ten Business Days after receipt by the Borrower or any Restricted Subsidiary of any Net Available Proceeds from any Asset Sale or series of related Asset Sales permitted by Section 8.01(d), (m), (n) or (o), the Borrower shall either (1) prepay an aggregate principal amount of Loans or (2) commit to prepay, redeem, purchase, defease or otherwise satisfy other term Indebtedness of the Borrower to the extent permitted by Section 8.05 (and thereafter consummate such prepayment, redemption, purchase, defeasance or satisfaction within an additional 45 days), or any combination of the foregoing in an aggregate amount equal to 100% of such Net Available Proceeds (with any prepayments of the Loans to be applied as set forth in clauses (iv) and (vi) below); provided, that at the election of the Borrower (as notified by the Borrower to the Administrative Agent within ten Business Days following the date of receipt of such Net Available Proceeds of such Asset Sale), the Borrower and its Restricted Subsidiaries may reinvest all or any portion of such Net Available Proceeds in assets that are used or useful in the business of the Borrower and the Restricted Subsidiaries (including by way of merger or Investment) (x) within 365 days following the date of receipt of such Net Available Proceeds of such Asset Sale or (y) if the Borrower and its Restricted Subsidiaries enter into a legally binding commitment to use such Net Available Proceeds before the expiration of the 365-day period referred to in preceding clause (x), within 180 days after the end of such 365-day period; provided further, however, that any Net Available Proceeds not subject to such legally binding commitment or so reinvested within such 365-day period (as such period may be extended as permitted above) (or, in either case, such earlier date, if any, as the Borrower or such Restricted Subsidiary determines not to reinvest the Net Available Proceeds from such Asset Sale as set forth above) shall be immediately applied to the prepayment of the Loans or other term Indebtedness as set forth in this Section 2.04(b)(i). (ii) Within ten days after the receipt by the Borrower or any Restricted Subsidiary of any Net Available Proceeds from any Debt Issuance or incurrence of Credit Agreement Refinancing Indebtedness, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Available Proceeds (such prepayments to be applied as set forth in clauses (iv) and (vi) below). (iii) Within ten days after the receipt by the Borrower or any Restricted Subsidiary of any Net Available Proceeds of any Casualty Event, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Available Proceeds received therefrom (such prepayments to be applied as set forth in clauses (iv) and (vi) below); provided, that, with respect to any Net Available Proceeds realized with respect to any such Casualty Event, (A) at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following the date of receipt of such Net Available Proceeds of such Casualty Event), the Borrower and its Restricted Subsidiaries may reinvest all or any Loan Party Disposes portion of such Net Available Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Available Proceeds were paid or in assets that are used or useful in the business of the Borrower and the Restricted Subsidiaries (including by way of merger or Investment) (x) within 365 days following the date of receipt of such Net Available Proceeds of such Casualty Event or (y) if the Borrower and its Restricted Subsidiaries enter into a legally binding commitment to use such Net Available Proceeds before the expiration of the 365-day period referred to in preceding clause (x), within 180 days after the end of such 365-day period; and provided further, however, that any Net Available Proceeds not subject to such legally binding commitment or so reinvested within such 365-day period (as such period may be extended as permitted above) (or, in either case, such earlier date, if any, as the Borrower or such Restricted Subsidiary determines not to reinvest such Net Available Proceeds as set forth above) shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iii); and provided further, however, that with respect to any such replacement or restoration of property or assets constituting Collateral, the Borrower shall take all actions specified in Section 6.09 in order that such property or asset shall constitute Collateral upon the acquisition or construction thereof and (B) if the Borrower and its Restricted Subsidiaries are required to apply any such Net Available Proceeds under the applicable Master Lease to any other purpose, such Net Available Proceeds may be applied to such purpose in lieu of making the prepayment of the Loans required by this Section 2.04(b)(iii); provided however, that any Net Available Proceeds not subject to any such requirements under the applicable Master Lease, or that are subsequently released from such use, shall be immediately applied to the prepayment of the Loans as otherwise set forth in this Section 2.04(b)(iii). (iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) shall be applied first (a) ratably to each Class of Term Loans (or, in the case of New Term Loans, Extended Term Loans and Other Term Loans, on a less than pro rata basis if elected in the applicable Incremental Joinder Agreement, Extension Amendment or Refinancing Amendment) and (b) (x) for the Term A Loans, to the principal repayment installments thereof on a pro rata basis, (y) for the Term B Loans, to the principal repayment installments thereof in forward order of maturity and (z) for any other Class of Term Loans, as set forth for such Class in the applicable Extension Amendment, Refinancing Amendment or Incremental Joinder Agreement and second, to the Revolving Facility in the manner set forth in clause (vi) below; provided that, notwithstanding the foregoing, each prepayment pursuant to Section 2.04(b)(ii) above with the proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to the applicable Refinanced Debt. Any prepayment of the Term B Facility after the Third Amendment Effective Date and on or prior to the six (6) month anniversary of the Third Amendment Effective Date pursuant to Section 2.04(b)(ii) in connection with a Repricing Event described in clause (i) of the definition thereof shall be accompanied by the payment of the fee described in Section 2.08(c). (v) If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrower shall immediately prepay Revolving Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vi) Prepayments of the Revolving Facility made pursuant to clause this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Facility required pursuant to clauses (i), (ii), (iii), (iv) or (viii) of this Section 5.02(e2.04(b)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a amount remaining, if any, after the prepayment in an aggregate principal amount full of Advances equal to all L/C Borrowings and Revolving Loans outstanding at such time and the product Cash Collateralization of the remaining L/C Obligations in full (I) 100% the sum of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentageprepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Asset PercentageReduction Amount”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall may be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested retained by the Borrower and agreed by for use in the Required Lenders following ordinary course of their business. Upon the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage drawing of any such Net Letter of Credit that has been Cash Proceeds Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the prepayment of Borrower or any other Loan Party) to reimburse the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property applicable L/C Issuer or the assets of any Loan Party or of the share capital of any Loan PartyRevolving Lenders, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrenceas applicable.

Mandatory. (i) If (A) any Loan Party Disposes The Company shall, on the 90th day following the end of any property (other than pursuant to clause (i)each Fiscal Year, (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a prepayment in prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to (A) to the product of extent that the Total Leverage Ratio exceeds 4.00:1.00, 75% and (IB) 100to the extent that the Total Leverage Ratio is less than 4.00:1.00 but is greater than 3.00:1.00, 50% of the amount, in the case of any payments made in any year after 1999, of Excess Cash Flow for such Fiscal Year and, in the case of any payment made in 1999, of Excess Cash Flow for the period from April 13, 1998 through the end of the Fiscal Year ending December 31, 1998. Each such prepayment shall be applied as set forth in clause (vii) below. (A) The Company shall, on the date that is 270 days after the date of receipt of the Net Cash Proceeds by the Company or any of its Subsidiaries from the sale, lease, transfer or other disposition of any assets of the Company or any of its Subsidiaries (other than (x) any sale, lease, transfer or other disposition of assets pursuant to any clause of Section 5.02(e) other than clause (iii) thereof or (y) an aggregate amount of Net Cash Proceeds less than $2,500,000 in any Fiscal Year of the percentage Company), prepay an aggregate principal amount of such Net Cash Proceeds reinvested the Advances comprising part of the same Borrowings in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect an amount equal to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such that portion of such Net Cash Proceeds that has not been reinvested in the Borrower shall have, on or business of the Company and its Subsidiaries prior to such date270th day. Each such prepayment shall be applied as set forth in clause (vii) below. (B) The Company shall, given written notice to on the Administrative Agent date of receipt of the Net Cash Proceeds by the Company or any of its (Subsidiaries from the sale, lease, transfer or such Loan Party’s) reinvestment ofother disposition of any assets of the Company or any of its Subsidiaries pursuant to Section 5.02(e)(viii), or written intent prepay an aggregate principal amount of Advances comprising part of the same Borrowings in an amount equal to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds Proceeds. Each such prepayment shall be applied as set forth in assets useful for its business within 90 days following clause (vii) below. (C) The Company shall, on the date of receipt of the Net Cash Proceeds by the Company or any of its Subsidiaries (x) from the sale or issuance of Subordinated Debt or (y) the receipt of any capital contribution from WHX Corporation or any of its Subsidiaries or from the sale or issuance of any equity securities permitted by Section 5.02(g)(iii), prepay an aggregate principal amount of Advances comprising part of the same Borrowings in an amount equal to such Net Cash Proceeds. Each such prepayment shall be applied as set forth in clause (vii) below. (iii) The Company shall, on the date of receipt of the Net Cash Proceeds (by the “Reinvestment Period”) (and, in Company or any of its Subsidiaries from the case incurrence or issuance by the Company or any of its Subsidiaries of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments Debt (other than Debt incurred or issued pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event Section 5.02(b)), prepay an aggregate principal amount of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery Advances comprising part of a notice of reinvestment election, the same Borrowings in an amount equal to the Asset Percentage amount of any such Net Cash Proceeds Proceeds. Each such prepayment shall be applied to the prepayment of the Advancesas set forth in clause (vii) below. (iiiv) The Borrower shall be required Company shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances in an amount equal to prepay the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus the aggregate Available Amount of all Advances upon Letters of Credit then outstanding exceeds (B) the occurrence lesser of a Change the Revolving Credit Facility and the excess of Control(1) the sum of the Loan Values of the Eligible Collateral over (2) the amount referred to in clause (v)(A) below on such Business Day. (iiiv) If any Governmental Authority The Foreign Borrowers shall, on each Business Day, prepay an aggregate principal amount of the Multicurrency Advances comprising part of the same Borrowings equal to the amount by which (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates the sum of (directly or indirectly through measures tantamount to expropriationx) all or substantially all the aggregate principal amount of the property or Multicurrency Advances and (y) the assets aggregate Face Amount of any Loan Party or of the share capital of any Loan Party, Bankers' Acceptances then outstanding exceeds (B) assumes custody or control the lesser of the Multicurrency Facility and the excess of (1) the sum of the Loan Values of the Eligible Collateral over (2) the amount referred to in clause (iv)(A) above on such Business Day. (vi) The Company shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all or substantially all Letters of Credit then outstanding exceeds the property or the assets, or Letter of the business or operations, of any Loan Party or of the share capital of any Loan PartyCredit Facility on such Business Day. (vii) (A) Prepayments made pursuant to clauses (i), (Cii)(A), (ii)(B) takes or directs any action for and (iii) above shall be applied as follows: first, ratably to the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying Term A Facility, the Term B Facility and, on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of and after the foregoingConversion Date, thenthe Delayed Draw Facility, in each casecase ratably to the principal installments thereof, and second, to the extent that no Term A Advances, Term B Advances or, after the Conversion Date, Delayed Draw Advances remain outstanding, permanently to reduce the Revolving Credit Facility and, prior to the Conversion Date, the Borrower shall be required to prepay all Advances within 45 days after such occurrenceDelayed Draw Facility as set forth in clause (viii) or (ix) below, as applicable.

Mandatory. (i) If (A) the Company or any Loan Party of its Subsidiaries Disposes of any property (other than pursuant to clause (i), (ii), (iii), (ivin accordance with and permitted by Section 7.02(f) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000Proceeds, the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances Loans equal to the product of (I) 100% of such Net Cash Proceeds less immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (b)(iv) below). (ii) Upon the percentage incurrence or issuance by the Company or any of such its Subsidiaries of any unsecured Indebtedness and/or Indebtedness that is junior to the Indebtedness incurred hereunder, in each case pursuant to a capital markets transaction or any substitutions thereof, after the Amendment No. 3 Closing Date, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) received therefrom immediately upon receipt thereof by the Company or such Subsidiary (such net percentageprepayments to be applied as set forth in clause (b)(iv) below). (iii) Upon the sale or issuance by the Company or any of its Subsidiaries of any of its Capital Stock after the Amendment No. 3 Closing Date (other than any sale or issuance of Capital Stock in connection with employee benefit arrangements), the “Asset Percentage”) and (II) the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds realized received therefrom immediately upon receipt thereof by the Company or received with respect such Subsidiary (such prepayments to be applied as set forth in clause (b)(iv) below). (iv) Each prepayment pursuant to the foregoing provisions of this Section 2.03(b) shall be applied (x) in the case of an at-the-market (ATM) offering pursuant to clause (b)(iii) above, on the last day of each March, June, September and December and (y) in all other cases, promptly (but in any event within 30 days upon such receipt of proceeds), and on a Dispositionpro rata basis based on outstanding balances under each of this Agreement, within 60 days the Existing 2013 Revolving Credit Agreement, the Existing 2015 Revolving Credit Agreement and (z) a Casualty Event, within five Business Daysthe Note Purchase Agreements, in each case, after receipt as of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long fiscal quarter immediately preceding such Disposition or incurrence of Indebtedness or issuance of Capital Stock, as an Event of Default shall have occurred and be continuingapplicable, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment of the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemnsLoans hereunder, nationalizeson the one hand, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, and (B) assumes custody or control of all or substantially all of certain outstanding amounts owing under the property or NPA Notes, on the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, thenother hand, in each case, it being agreed and understood that any portion of such proceeds offered to, but declined by, the Borrower holders of the NPA Notes (after giving effect to all offers of such proceeds to the other holders of the NPA Notes) shall be required used to prepay all Advances within 45 days after such occurrenceLoans hereunder.

Mandatory. (i) If Commencing with the fiscal year ending December 31, 2025, within the earlier of five (5) Business Days after (x) financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b) and (y) the date upon which annual financial statements are required to be delivered pursuant to Section 6.01(a) for such fiscal year, the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) the ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements over (B) (1) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a) during such fiscal year (and not previously applied by the Borrower pursuant to the following clause (2) to reduce the prepayment required by this Section 2.05(b)(i) for the preceding fiscal year) and (2) at the Borrower’s election, all or any Loan Party amount of Term Loans prepaid pursuant to Section 2.05(a) after the end of such fiscal year and on or prior to the date of such prepayment; provided that any such prepayments were not made with proceeds of any Indebtedness, Disposition, equity issuance, Extraordinary Receipts or other proceeds that would not be included in calculating Consolidated EBITDA for the applicable fiscal year (such prepayments to be applied as set forth in clause (v) below); provided that any such calculation for the fiscal year ending December 31, 2025 shall apply only for such period from the Closing Date until December 31, 2025, and not any prior period. (ii) If the Borrower or any of its Subsidiaries Disposes of any property (other than pursuant to clause (iany Disposition of any property permitted by Section 7.05(a), (iic) (with respect to Dispositions to any Loan Party only), (iiid), (ive), (g), (h), (k) or and (vl) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate that results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000Proceeds, the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances Term Loans equal to the product of (I) 100% of such Net Cash Proceeds less within ten (10) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the percentage election of the Borrower (as notified by the Borrower to the Administrative Agent in writing within such ten (10) Business Day period), the Borrower or such Subsidiary may reinvest 100% of such Net Cash Proceeds up to an amount not to exceed $40,000,000 during the term of the Term Facility (the “Reinvestment Amount”) in Collateral used or useful in the operation of the Borrower or its Subsidiaries (or committed to be reinvested pursuant to a definitive agreement) within 12 months and, if so committed to be reinvested, so long as (i) such reinvestment is actually completed within 18 months after such Disposition, and (ii) no Event of Default shall have occurred and be continuing prior to or immediately after giving effect to such reinvestment; provided, further, that (i) the Borrower shall not be required to reinvest such Net Cash Proceeds in Collateral to the extent such Net Cash Proceeds result from the Disposition of property that is not, and is not otherwise required to be, Collateral and instead may reinvest such proceeds in assets that do not constitute Collateral so long as such assets are used or useful in the operation of the Borrower or its Subsidiaries and (ii) the Borrower may invest up to $10,000,000 of the Reinvestment Amount each fiscal year in non-Collateral assets so long such assets are used or useful in the operation of the Borrower or its Subsidiaries. Notwithstanding anything in this Section 2.05(b) to the contrary, (x) 100% of the Net Cash Proceeds of any Disposition of ABL Priority Collateral shall first be offered to permanently reduce the commitments in respect of the ABL Facility on a pro rata basis among the ABL Lenders, (y) at the Borrower’s option and with customary notice, any ABL Lender may elect not to accept its pro rata portion of any such mandatory prepayment and (z) any such prepayment amount so declined shall otherwise be applied in accordance with this Section 2.08(b)(i2.05(b); provided that to the extent such Net Cash Proceeds result from a Disposition of ABL Priority Collateral, upon the occurrence of the ABL Obligations Payment Date (as defined in the ABL Intercreditor Agreement), such Net Cash Proceeds shall be applied to the Obligations in accordance with this Section 2.05(b). Notwithstanding anything in this Section 2.05(b) (such net percentageto the contrary, the “Asset Percentage”) and (II) Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds realized received in connection with any Disposition in the form of a sale and leaseback transaction of assets owned by the Loan Parties or received any of their respective Subsidiaries prior to the date such transaction is consummated and not acquired in contemplation thereof (and not, for the avoidance of doubt, in connection with respect to (y) a Dispositionany purchase money financing in connection with the acquisition of any assets), within 60 days and or (z) a Casualty Event, within five Business Days[reserved], in each case, after within ten (10) Business Days of receipt of thereof by the Borrower (such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall prepayments to be required pursuant applied as set forth in clause (v) below) without regard to this Section 2.08(b)(i) any reinvestment rights with respect to such portion Net Cash Proceeds. (iii) Upon the incurrence or issuance by the Borrower or any of such its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds that received therefrom within five (5) Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (ii) or (iii) of this Section 2.05(b), the Borrower shall haveprepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within ten (10) Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent in writing on or prior to such date, given written notice to the Administrative Agent date of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (andinsurance proceeds, in the case of any such written intent condemnation awards or binding commitmentindemnity payments), the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an no Event of Default shall have occurred and be continuing, no Loan Party shall be permitted the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to make any replace or repair the equipment, fixed assets or real property in respect of which such reinvestments (other than pursuant to a legally binding commitment that cash proceeds were received and if such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds Net Cash Proceeds are not so reinvested by the deadlines specified above or if any within such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any 180-day period but such Net Cash Proceeds are subject to a definitive agreement within such 180-day period to reinvest such Net Cash Proceeds in accordance with this Section 2.05(b)(iv) then the Borrower or such Subsidiary shall have an additional 180 days after the end of the such initial 180-day period to reinvest such Net Cash Proceeds in accordance with this Section 2.05(b)(iv); and provided, further, however, that any cash proceeds not so applied shall be promptly applied to the prepayment of the AdvancesLoans as set forth in this Section 2.05(b)(iv). (iiv) Immediately upon receipt by the Borrower of the proceeds of any Cure Amount pursuant to Section 8.04, the Borrower shall prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(b)(vi) in an amount equal to 100% of such proceeds. (vi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall, subject to Section 2.15, be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Term Facility. (vii) Notwithstanding anything in this Section 2.05(b) to the contrary, the Borrower will not later than 11:00 a.m. on the date three (3) Business Days (or such later date as agreed to by the Administrative Agent) prior to the date such prepayment is required to be made with respect to this Section 2.05(b), give the Administrative Agent written notice of such prepayment, requesting that the Administrative Agent provide such notice of such prepayment to each Lender. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of the Term Loans or portion thereof to be prepaid, the reason for such prepayment, and a reasonably detailed calculation of the amount of such prepayment. Each Lender will have the right to refuse any such prepayment by giving written notice (a “Rejection Notice”) of such refusal to the Borrower and the Administrative Agent by 11:00 a.m. one (1) Business Day prior to the date of such prepayment. The Borrower will make all such prepayments not so refused. Any Lender that does not decline such prepayment in writing on or prior to the date for declining such prepayment set forth above shall be deemed to have accepted such prepayment. (viii) Notwithstanding any other provisions of this Section 2.05(b) any mandatory prepayments arising under Section 2.05(b)(ii) or (iv) from the receipt of Net Cash Proceeds from any Disposition or Extraordinary Receipts by any Foreign Subsidiary (each, a “Foreign Disposition”) or arising under Section 2.05(b)(i) from Excess Cash Flow directly attributable to Foreign Subsidiaries (“Foreign Excess Cash Flow”) shall not be required to prepay all Advances upon the occurrence extent that the repatriation of a Change of Control. (iii) If any Governmental Authority such Net Cash Proceeds or Foreign Excess Cash Flow would (A) condemnsgive rise to adverse tax, nationalizes, seizes, attaches, compulsorily acquires, confiscates accounting or otherwise expropriates regulatory consequences (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, other than de minimis) or (B) be prohibited, restricted or delayed by any requirement of applicable Laws. The Borrower hereby agrees to use commercially reasonable efforts to cause the Borrower shall be applicable Foreign Subsidiary to promptly file any required forms, obtain any necessary consents and take all similar actions reasonably required by the applicable local Laws to prepay all Advances within 45 days after permit such occurrencerepatriation.

Mandatory. (i) If (A) the Borrower or any Loan Party Disposes Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any property (other than pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, Property which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000$5,000,000 individually or on a cumulative basis in any fiscal year of Holdings, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) no later than five (5) Business Days following receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall make a prepayment prepay the Obligations in an aggregate principal amount equal to 100.0% of the amount of Advances equal all such Net Cash Proceeds in excess of $5,000,000 for the applicable fiscal year; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 365 days of the product applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss or, in each case, if so committed to be invested or reinvested within such 365 day period, invested or reinvested within 180 days after such initial 365 day period, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower and its Subsidiaries (Iother than current assets), then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section 2.8(b)(i) 100% in respect of such Net Cash Proceeds less to the percentage extent such Net Cash Proceeds are actually invested or reinvested or contractually committed to be invested or reinvested (and actually reinvested within such extension period) as described in the Borrower’s notice within such 365-day period (or such extension period). Promptly after the end of such 365-day period (or such extension period), the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, excess of $5,000,000 for the “Asset Percentage”) and (II) the Net Cash Proceeds realized applicable fiscal year not so invested or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in reinvested. The amount of each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant applied first to this the outstanding Term Loans until paid in full (such prepayments being applied ratably to the remaining installments of principal (other than the final payment paid on the Term Loans on the Term Loan Maturity Date)), then to the Revolving Loans until paid in full (without a corresponding permanent reduction of the Revolving Credit Commitments), then to Swing Loans and then to Cash Collateralize Letters of Credit. (ii) If after the Closing Date the Borrower or any Subsidiary shall incur or assume any Indebtedness other than that permitted by Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that 7.1, the Borrower shall have, on or prior to such date, given written notice to promptly notify the Administrative Agent of its (the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of the Borrower or such Loan Party’s) reinvestment of, Subsidiary in respect thereof. Promptly upon receipt by the Borrower or written intent such Subsidiary of Net Cash Proceeds of such incurrence or assumption the Borrower shall prepay the Obligations in an amount equal to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in assets useful full (such prepayments being applied ratably to the remaining installments of principal (other than the final payment paid on the Term Loans on the Term Loan Maturity Date)), then to the Revolving Loans until paid in full (without a corresponding permanent reduction of the Revolving Credit Commitments), then to Swing Loans and then to Cash Collateralize Letters of Credit The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for its business within 90 any breach of Section 7.1 or any other terms of this Agreement. (iii) Within fifteen (15) days following receipt after annual financial statements are required to have been delivered pursuant to Section 6.1(b), beginning with the fiscal year ending December 31, 2022, the Borrower shall prepay the Obligations by an amount equal to (1) 50.0% of Excess Cash Flow for the most recently completed fiscal year of Holdings minus the sum of: (A) all voluntary prepayments of Term Loans and any Incremental Term Loans; and (B) all voluntary prepayments of Revolving Loans to the extent the applicable Revolving Credit Commitments are permanently reduced by the amount of such payments; in each case of clauses (ii)(A) and (iii)(B) above, during such calendar year (and not applied to the Excess Cash Flow prepayment under this clause (iii) for the prior year) or after the end of such calendar year and prior to the prepayment date in this clause (iii), and to the extent such prepayments are funded with Internally Generated Funds; provided that (A) if the Consolidated Total Net Leverage Ratio as of the end of such fiscal year is less than 3.00:1.00 but equal to or greater than 2.50:1.00, then such percentage shall be reduced to 25.0% and (B) if the Consolidated Total Net Leverage Ratio as of the end of such fiscal year is less than 2.50:1.00, then such percentage shall be reduced to 0.0%. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full (such prepayments being applied ratably to the remaining installments of principal (other than the final payment paid on the Term Loans on the Term Loan Maturity Date)), and then to the Revolving Loans until paid in full (without a corresponding permanent reduction of the Revolving Credit Commitments), then to Swing Loans and then to Cash Proceeds Collateralize Letters of Credit. (iv) The Borrower shall, on each date the “Reinvestment Period”Revolving Credit Commitments are reduced pursuant to Section 2.10, prepay the Revolving Loans and, if necessary, Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize the L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitments have been so reduced. (v) (Unless the Borrower otherwise directs, prepayments of Loans under this Section 2.8(b) shall be applied first ratably to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Tranche Rate Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.8(b) shall be made by the payment of the principal amount to be prepaid and, in the case of any such written intent Term Loans or binding commitmentTranche Rate Loans, accrued interest thereon to the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by date of prepayment together with any amounts due the Borrower and agreed by the Required Lenders following the last day under Section 9.1. Each Cash Collateralization of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party L/C Obligations shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment of the Advancesmade in accordance with Section 4.5. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.

Mandatory. (i) If (A) the Borrower or any Loan Party of its Subsidiaries Disposes of any property (other than pursuant to clause (iany Disposition of any property permitted by Section 7.04(a), (iib), (iiic), (ivd), (e), (f), (h), (i) or and (vj) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000Proceeds), the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances Term Loans equal to the product of (I) 100% of such Net Cash Proceeds less the percentage of within three Business Days after receipt thereof by such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) Person (such net percentageprepayments to be applied as set forth in clause (iv) below); provided, the “Asset Percentage”) and (II) the however, that, with respect to any Net Cash Proceeds realized or received with respect to (y) under a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, Disposition described in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion 2.05(b)(i), at the election of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice (as notified by the Borrower to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt after or prior to the date of such Net Cash Proceeds (the “Reinvestment Period”) (andDisposition), in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of no Default shall have occurred and be continuing, no Loan Party shall be permitted to make the Borrower and its Subsidiaries may reinvest all or any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event portion of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds in operating assets so long as within 180 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated, or the Borrowers or such Subsidiary shall have committed to such reinvestment in writing (and the resulting reinvestment is consummated within 270 days after receipt of such Net Cash Proceeds) (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such written agreement or so reinvested shall be applied to the prepayment of the AdvancesLoans within 30 days of receipt thereof (or termination of such written agreement without consummation of purchase) as set forth in this Section 2.05(b)(i). (ii) The Upon the sale or issuance by the Borrower of any of its Equity Interests (other than Excluded Equity Issuances), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days after receipt thereof by the Borrower (such prepayments to be required to prepay all Advances upon the occurrence of a Change of Controlapplied as set forth in clause (iv) below). (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates Upon the incurrence or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of issuance by the property or the assets Borrower of any Loan Party Indebtedness (other than Excluded Debt Issuances), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days after receipt thereof by the Borrower (such prepayments to be applied as set forth in clause (iv) below). (iv) Upon any Extraordinary Receipt received by or of paid to or for the share capital account of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each caseand not otherwise included this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vi) below); provided, however, that with respect to any proceeds of insurance or condemnation awards (or payments in lieu thereof), at the election of the Loan Party (as notified by the Loan Party to the Administrative Agent on or prior to the date of receipt of such insurance proceeds or condemnation awards), and so long as no Default shall have occurred and be continuing, such Loan Party may apply within 90 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied to the Term Loans of the Lenders in accordance with their respective Applicable Percentages. Each mandatory prepayment of Loans in the foregoing provisions shall be applied to the remaining Scheduled Term Loan Installments on a pro rata basis. (vi) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Revolving Credit Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (vii) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all Advances within 45 days after outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such occurrenceoutstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Mandatory. (i) If Within five Business Days after financial statements have been (Aor were required to have been) any Loan Party Disposes of any property (other than delivered pursuant to clause Section 6.01(a) and the related Compliance Certificate has been (ior is required to have been) delivered pursuant to Section 6.02(a), (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a prepayment shall, except in an aggregate principal amount the case of Advances equal to the product Fiscal Year of Holdings ending April 3, 2021 (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, which no such prepayment shall be required pursuant to this Section 2.08(b)(i2.03(b)(i)) prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% of Excess Cash Flow for the Fiscal Year of Holdings (commencing with the Fiscal Year ending February 23, 2013) covered by (or which would have been covered by) such financial statements over (B) the aggregate principal amount of Loans prepaid or repaid pursuant to Section 2.03(a) or Section 2.05(a) during the Fiscal Year of Holdings covered by (or which would have been covered by) such financial statements or in the subsequent Fiscal Year prior to the date of any required payment pursuant to this Section 2.03(b)(i), except (x) with respect to any prepayments or repayments pursuant to Section 2.03(a), to the extent such portion prepayments or repayments occurred in connection with a refinancing of such Net Cash Loans with other Indebtedness (such prepayments to be applied as set forth in clause (b)(v) below), (y) with respect to any prepayments or repayments pursuant to Section 2.05(a) that were made with the proceeds of loans under the ABL Facility (the “ABL Proceeds that Loans”), to the Borrower shall have, extent such ABL Proceeds Loans have not been repaid (or been repaid with a refinancing of such Loans with other Indebtedness) on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of Holdings’ Fiscal Year ending March 30, 2019 or (z) if an amount is deducted pursuant to a payment made in a subsequent Fiscal Year, the Reinvestment Period))same amount may not be deducted in the calculation of Excess Cash Flow in the subsequent Fiscal Year; provided that (1) such percentage of Excess Cash Flow shall be reduced to 25% of such Excess Cash Flow if the Consolidated Leverage Ratio at the end of such Fiscal Year is equal to or less than 2.50 to 1.00 but greater than 2.00 to 1.00 and (2) such prepayment shall not be required if the Consolidated Leverage Ratio at the end of such Fiscal Year is equal to or less than 2.00 to 1.00. (ii) If the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e), (g), (i) or (j)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly (and in any ​ ​ event within ten Business Days) following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, however, that so long as an no Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make the Borrower or any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event Restricted Subsidiary may reinvest all or any portion of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds in assets that the Borrower determines in good faith are used or useful in the business of the Borrower or the Restricted Subsidiaries (including acquisitions permitted under Section 7.03(h) and inventory) so long as (A) within ten Business Days of receiving such Net Cash Proceeds the Borrower shall have delivered a certificate to the Administrative Agent stating that such Person intends to reinvest all or any portion of such Net Cash Proceeds in such assets, (B) within 365 days after the receipt of such Net Cash Proceeds, the Borrower shall have entered into a binding commitment to reinvest such proceeds in such assets, and (C) such Net Cash Proceeds are reinvested in such assets within 180 days of the date such commitment is entered into (as certified by the Borrower in writing to the Administrative Agent); provided, further, however, that (A) if the property subject to such Disposition constituted Collateral under the Collateral Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Collateral Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Credit Parties in accordance with Section 6.12, and (B) pending reinvestment, any Net Cash Proceeds in respect of Term Priority Collateral in excess of $5.0 million shall be segregated from other funds of the Borrower and its Subsidiaries in a deposit account subject to a control agreement in favor of the Collateral Agent; and provided, further, however, that any Net Cash Proceeds not so reinvested within the time periods specified above shall be immediately applied to the prepayment of the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of ControlLoans as set forth in this Section 2.03(b)(ii). (iii) If Upon the incurrence or issuance by Borrower or any Governmental Authority of its Restricted Subsidiaries of any Refinancing Indebtedness or any Indebtedness not permitted to be incurred or issued pursuant to Section 7.02, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly (and in any event within one week) following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below). (iv) Upon any Extraordinary Receipt being received by or paid to or for the account of Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (ii) of this Section 2.03(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly (and in any event within ten Business Days) following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance and condemnation awards (or payments in lieu thereof), and so long as no Event of Default shall have occurred and be continuing, such Person may apply such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received or to invest in assets that the Borrower determines in good faith are used or useful in the business of the Borrower or the Restricted Subsidiaries (including acquisitions permitted under Section 7.03(h) and inventory) so long as (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount within ten Business Days of receiving such Net Cash Proceeds the Borrower shall have delivered a certificate to expropriation) the Administrative Agent stating that such Person intends to reinvest all or substantially all such portion of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or the assets of any Loan Party or of the share capital of any Loan Partyto invest in such assets, (B) assumes custody or control within 365 days after the receipt of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each casesuch Net Cash Proceeds, the Borrower shall have entered into a binding commitment to reinvest such proceeds to replace or repair equipment, fixed assets or real property or to invest in such assets, and (C) such Net Cash Proceeds are so used within 180 days of the date such commitment is entered into (as certified by the Borrower in writing to the Administrative Agent); provided, further, however, that (A) if the property subject to such Extraordinary Receipt constituted Collateral under the Collateral Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Collateral Documents in favor of the Collateral Agent, for its benefit and for the benefit of the ​ other Credit Parties in accordance with Section 6.12 and (B) pending reinvestment, any Net Cash Proceeds in respect of Term Priority Collateral in excess of $5.0 million shall be segregated from the other funds of Holdings and its Subsidiaries in a deposit account subject to a control agreement in favor of the Collateral Agent; provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.03(b)(iv). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.03(b) (other than from the Net Cash Proceeds of Refinancing Indebtedness which will be applied to the Class or Classes of Term Loans selected by the Borrower) shall be allocated ratably between the Term Loans and, unless otherwise provided in the Additional Credit Extension Amendment providing for such other Class of Loans, each other Class of Loans and shall be applied to the remaining scheduled principal payments thereof in direct order of maturity (or as otherwise specified by the Borrower). Any Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Loans to be made pursuant to clause (i), (ii) or (iv) of this Section 2.03(b), to decline all (but not a portion) of its pro rata share of such prepayment (such declined amounts “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders of the applicable Class or Classes not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). Notwithstanding any of the other provisions of clauses (i), (ii), or (iv) of this Section 2.03(b), so long as no Default under Section 8.01(a) or Section 8.01(f) or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clauses (i), (ii), or (iv) of this Section 2.03(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5.0 million, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i), (ii), or (iv) of this Section 2.03(b) to be applied to prepay Loans exceeds $5.0 million. Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f) or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Advances within 45 days after Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.03(b) (without giving effect to the first sentence of this clause (v)) but which have not previously been so applied. Any prepayment of a LIBO RateTerm Benchmark Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amount required pursuant to Section 3.05. (vi) The Borrower shall deliver to the Administrative Agent, (x) at the time of each prepayment required under this Section 2.03(b), a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such occurrenceprepayment and (y) to the extent practicable, at 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 principal amount of each Loan (or portion thereof) to be prepaid.

Mandatory. (i) Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall prepay an aggregate principal amount of Loans equal to, in the case where the Total Leverage Ratio is (1) 3.5:1.0 or more, 75% of, and (2) less than 3.5:1.0, 50% of, in each case, Excess Cash Flow for the fiscal year covered by such financial statements, commencing with the period ending on December 31, 2005. (ii) If (A) any Loan Party or any of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(b), (c), (d) and (e)) which in the aggregate results in the realization by any Loan Party or such Subsidiary of Net Cash Proceeds (determined as of the date of such Disposition, whether or not such Net Cash Proceeds are then received by such Loan Party or Subsidiary), in excess of $250,000, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or Subsidiary; provided, however, that, with respect to any Net Cash Proceeds realized (x) under a Disposition described in this Section 2.05(b)(ii) or (y) proceeds of insurance and condemnation awards described in Section 2.05(b)(v), at the option of the Borrower (as elected by the Borrower in writing to the Administrative Agent on or within 5 Business Days after the date of such Disposition or the receipt of such insurance proceeds or condemnation awards), and so long as no Default shall have occurred and be continuing, such party may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days following receipt of such Net Cash Proceeds such purchase shall have been consummated or a binding contract in respect of the application of such proceeds is entered into within such 180 day period and the application thereof is made within 90 days thereafter; provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05. (iii) Upon the sale or issuance by Holdings or any of its Subsidiaries of any of its Equity Interests, the Borrower shall prepay an aggregate principal amount of Loans equal to, in the case where the Total Leverage Ratio is (1) 3.5:1.0 or more, 75% of, and (2) less than 3.5:1.0, 50% of, in each case, all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or Subsidiary. (iv) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02, other than Section 7.02(b)(J)(2)), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary. (v) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries (other than the Specified Payment), and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom to the extent not reinvested in operating assets within 180 days following receipt of such Net Cash Proceeds or in respect of which a binding contract for the application of such proceeds is not entered into within such 180 day period and the application thereof is not made within 90 days thereafter by any Loan Party or such Subsidiary. (vi) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(vi) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (vii) Each prepayment of Loans pursuant to this Section 2.05(b) shall be applied, first, to the Term Facility and to the principal repayment installments thereof on a pro- rata basis and shall be paid to each Lender in accordance with its respective Applicable Percentage and, thereafter, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b). (viii) Prepayments of the Revolving Credit Facility made pursuant to clause (i), (ii), (iii), (iv), (v), (vi) or (vii) of this Section 2.05(b), first, shall be applied to prepay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid in full, second, shall be applied to prepay Swing Line Loans outstanding at such time until all such Swing Line Loans are paid in full, third, shall be applied to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full and, fourth, shall be used to Cash Collateralize the L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 5.02(e2.05(b)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a amount remaining, if any, after the prepayment in an aggregate principal amount full of Advances equal to all Loans and L/C Borrowings outstanding at such time and the product of L/C Obligations have been Cash Collateralized in full (I) 100% the sum of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentageprepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Asset PercentageReduction Amount”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall may be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested retained by the Borrower for use in the ordinary course of its business, and agreed the Revolving Credit Facility shall be automatically and permanently reduced by the Required Lenders following the last day of the Reinvestment Period)Reduction Amount as set forth in Section 2.06(b)(ii); provided that the Revolving Credit Facility shall not be reduced below $15,000,000. Upon the drawing of any Letter of Credit, which has been Cash Collateralized, such funds shall be applied (1without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (ix) Notwithstanding any of the other provisions of clause (ii), (iii), (iv) or (v) of this Section 2.05(b), so long as an Event of no Default shall have occurred and be continuing, no Loan Party shall if, on any date on which a prepayment would otherwise be permitted required to make any such reinvestments (other than be made pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event clause (ii), (iii), (iv) or (v) of Default is continuing) and (2) if any proceeds are not so reinvested by this Section 2.05(b), the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery aggregate amount of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall required by such clause to be applied to prepay Loans on such date is less than or equal to $1,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (ii), (iii), (iv) or (v) of this Section 2.05(b) to be applied to prepay Loans exceeds $1,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the Advances. applicable conditions set forth in Article IV, reborrow such amounts (ii) The Borrower which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required to prepay all Advances upon by this Section 2.05(b). Upon the occurrence of a Change Default, the Borrower shall immediately prepay the Loans in the amount of Controlall Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (x)) but which have not previously been so applied. (iiix) If any Governmental Authority Anything contained in this Section 2.05(b) to the contrary notwithstanding, (A) condemnsif, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of following the property or the assets occurrence of any Loan Party or of “Asset Sale” (as such term is defined in the share capital of any Loan Party, (BSubordinated Notes Indenture) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of by any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business Subsidiaries, the Borrower is required to commit by a particular date (a “Commitment Date”) to apply or operations or (D) takes any administrative action or enacts any law cause its Subsidiaries to effect apply an amount equal to any of the foregoing“Net Proceeds” (as defined in the Subordinated Notes Indenture) thereof in a particular manner, thenor to apply by a particular date (an “Application Date”) an amount equal to any such “Net Proceeds” in a particular manner, in each caseeither case in order to excuse the Borrower from being required to make an “Asset Sale Offer” (as defined in the Subordinated Notes Indenture) in connection with such “Asset Sale”, and the Borrower shall have failed to so commit or to so apply an amount equal to such “Net Proceeds” at least 60 days before the applicable Commitment Date or Application Date, as the case may be, or (B) if the Borrower at any other time shall have failed to apply or commit or cause to be applied an amount equal to any such “Net Proceeds”, and, within 60 days thereafter assuming no further application or commitment of an amount equal to such “Net Proceeds” the Borrower would otherwise be required to prepay all Advances within 45 days after make an “Asset Sale Offer” in respect thereof, then in either such occurrencecase the Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to such “Net Proceeds” to be applied to the payment of the Loans and L/C Borrowings and to Cash Collateralize the L/C Obligations in the manner set forth in Section 2.05(b) in such amounts as shall excuse the Borrower from making any such “Asset Sale Offer”.

Mandatory. (i) If (A) At any time in which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any of its Subsidiaries (other than Agway Subsidiaries, Inactive Subsidiaries or Excluded Subsidiaries) Disposes of any property (other than pursuant to clause (iany Disposition of any property permitted by Section 7.05(a), (iib), (iiic), (ivd), (e) or (v) of Section 5.02(eh)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000Proceeds, the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances Loans equal to the product of (I) 100% of such Net Cash Proceeds less immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iii) and (v) below); provided, however, that (1) the percentage first $50,000,000 of such Net Cash Proceeds reinvested received in accordance with any fiscal year (the “Exempt Proceeds”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.08(b)(i) (such net percentage2.05(b)(i)(A), the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i2) with respect to such portion of such any Net Cash Proceeds that received in respect of a Disposition described in this Section 2.05(b)(i)(A) in excess of the Exempt Proceeds, at the election of the Borrower shall have, (as notified by the Borrower to the Administrative Agent on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt date of such Net Cash Proceeds (the “Reinvestment Period”) (andDisposition), in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of no Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event or Subsidiary may reinvest all or any portion of Default is continuingsuch Net Cash Proceeds in operating assets so long as within 12 months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that (x) and (2) if any proceeds are Net Cash Proceeds not so reinvested by within such 12 month period shall be immediately applied to the deadlines specified above or prepayment of the Loans as set forth in this Section 2.05(b)(i)(A), and (y) if any such proceeds are no longer intended to be or cannot be so reinvested a Default has occurred and is continuing at any time after delivery of that the Borrower or a notice of reinvestment electionSubsidiary Guarantor receives or is holding any Net Cash Proceeds which have not yet been reinvested, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be immediately applied to the prepayment of the AdvancesLoans as set forth in this Section 2.05(b)(i)(A). (B) [Reserved]. (ii) The Borrower shall be required At any time in which any Incremental Term Facility Loan remains outstanding, upon any Extraordinary Receipt received by or paid to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment account of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business Subsidiaries (other than Agway Subsidiaries, Excluded Subsidiaries, or operations or Inactive Subsidiaries), and not otherwise included in clause (Di) takes any administrative action or enacts any law to effect any of the foregoing, then, in each casethis Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (iii) and (v) below); provided, however, that (A) the first $50,000,000 of such Extraordinary Receipts received in any fiscal year (the “Exempt Receipts”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.05(b)(ii), and (B) with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments in excess of the Exempt Receipts, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 12 months after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that (A) any cash proceeds not so applied within such 12 month period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii), and (B) if a Default has occurred and is continuing at any time that a Loan Party or Subsidiary receives or is holding any Net Cash Proceeds which have not yet been applied to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received, such cash proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied ratably to the Revolving Credit Facility (in the manner set forth in clause (v) of this Section 2.05(b)) and the Incremental Term Facilities unless expressly stated otherwise. (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility Amount at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (v) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to prepay clause (i) or (ii) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all Advances within 45 days after L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such occurrencetime and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. (vi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b) shall not reduce the Revolving Credit Commitments.

Mandatory. (i) Within fifteen (15) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with Fiscal Year 2011) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Company shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the sum of: (1) all voluntary prepayments of Loans during such Fiscal Year, in each case to the extent such prepayments are not funded with Externally Generated Funds; (2) all voluntary prepayments of loans under the Asset Backed Credit Facilities and the Receivables Financings during such Fiscal Year, in each case to the extent the related commitments are concurrently and permanently reduced and in each case to the extent such prepayments are not funded with Externally Generated Funds; (3) if both (x) there is a decrease in Consolidated Working Capital in such Fiscal Year and (y) the Average ▇▇▇▇▇ Crude Oil Price for the last fiscal quarter of such Fiscal Year is lower than the Average ▇▇▇▇▇ Crude Oil Price for the last fiscal quarter of the previous Fiscal Year, an amount equal to the product of (I) the amount of such decrease in Consolidated Working Capital and (II) the Applicable ECF Percentage for such Fiscal Year; provided that the Borrower shall deposit an amount equal to the amount of such decrease in Consolidated Working Capital into the Working Capital Reserve Account and none of such decrease in Consolidated Working Capital so deposited shall be included in the calculation of the amount of Excess Cash Flow required to be applied pursuant to this Section 2.03(b)(i)), unless the Average ▇▇▇▇▇ Crude Oil Price over the last fiscal quarter of the relevant Fiscal Year is between zero and 5% lower than the Average ▇▇▇▇▇ Crude Oil Price over the last fiscal quarter of the previous Fiscal Year, in which case 50% of such decrease in Consolidated Working Capital shall be deposited into the Working Capital Reserve Account (and, for the avoidance of doubt, the other 50% shall continue to be included in the calculation of Excess Cash Flow); provided that all amounts deposited in the Working Capital Reserve Account shall only be used (x) to fund any net increase in Consolidated Working Capital during the following Fiscal Year; and/or (y) to prepay the Loans in accordance with Section 2.03(b)(i) as if the amount prepaid had not been excluded from Excess Cash Flow in such relevant Fiscal Year pursuant to this Section 2.03(b)(i), and must be so applied in full by the end of the following Fiscal Year; and any payment out of the Working Capital Reserve Account shall be certified at the end of the fiscal quarter during which such payment is made by the Principal Financial Officer as being made in compliance with the terms of this Agreement; and (4) if both (x) after giving pro forma effect to any prepayment made pursuant to this Section 2.03(b)(i), the projections then most recently delivered pursuant to Section 6.01(c) show the Unrestricted Cash at any point during the next two Fiscal Years covered by such projections to be less than the Applicable Liquidity Level for the Fiscal Year with respect to which Excess Cash Flow is calculated (the then Applicable Liquidity Level less such Unrestricted Cash, the “Liquidity Shortfall”) and (y) the outstanding amount under the ABL Facility and the Euro Securitization (taken as a whole) at the end of the Fiscal Year with respect to which Excess Cash Flow is calculated is less than such amount at the end of the previous Fiscal Year without any corresponding permanent reduction in associated commitments (a “Temporary Paydown”), then an amount equal to the product of (I) the lesser of the Liquidity Shortfall and the amount of the Temporary Paydown and (II) the Applicable ECF Percentage for such Fiscal Year (such product, the “ECF Deferral Amount”); provided that (A) the prepayment obligation pursuant to this Section 2.03(b)(i) in the next succeeding Fiscal Year shall be increased by the ECF Deferral Amount unless and to the extent there is also a Liquidity Shortfall for such next succeeding Fiscal Year and (B) no Restricted Payments pursuant to Section 7.02(8)(i) shall be permitted until the earlier of (1) the payment of such ECF Deferral Amount in accordance with Section 2.03(b)(i) with respect to the next succeeding Fiscal Year or (2) deposit of an amount in cash equal to the ECF Deferral Amount in the Working Capital Reserve Account. (ii) If (A) the Company or any Loan Party Disposes of its Restricted Subsidiaries disposes of any property or assets in an Asset Sale after the Term Loan Escrow Release Date (other than pursuant to clause any Asset Sale of any property or assets permitted under clauses (ia), (iib), (iiic), (ive), (f), (i) or (vk) of Section 5.02(e)the definition of “Asset Sale”) or (B) any Casualty Event occursoccurs after the Term Loan Escrow Release Date, which in the aggregate each case that results in the realization or receipt by any Loan Party the Company or such Subsidiary of Net Cash Proceeds in excess of U.S.$20,000,000Proceeds, the Borrower Company shall make a prepayment in cause to be prepaid an aggregate principal amount of Advances Loans equal to the product of (I) 100% of all Net Proceeds received on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Company or such Net Cash Proceeds less the percentage Restricted Subsidiary of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan PartyProceeds; provided that, no with respect to any Net Proceeds of Asset Sales or Casualty Events realized or received by any Foreign Subsidiary, the aggregate amount of such prepayment shall Net Proceeds required to be required applied pursuant to this Section 2.08(b)(i2.03(b)(ii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment of the Advances. (ii) The Borrower Loans and the permanent reduction of the Commitments shall be required subject to prepay all Advances upon reduction to the occurrence extent the expatriation of such Net Proceeds (1) would result in material adverse tax consequences or adverse legal consequences, (2) would be reasonably likely to result in adverse personal liability of any director of the Company or a Change Foreign Subsidiary or (3) would result in the insolvency of Controlthe Company or a Foreign Subsidiary. (iii) If the Company or any Governmental Authority of its Restricted Subsidiaries incurs or issues any Indebtedness after the Term Loan Escrow Release Date (Aother than Indebtedness not prohibited under Section 7.01), the Company shall cause to be prepaid an aggregate amount of Loans equal to 100% of all cash proceeds of such Indebtedness (net of all Taxes, fees, costs and expenses which are incurred by the Company and its Restricted Subsidiaries with respect to such incurrence or issuance) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates received therefrom on or otherwise expropriates prior to the date which is ten (directly or indirectly through measures tantamount to expropriation10) all or substantially all of Business Days after the property or the assets of any receipt by such Loan Party or Restricted Subsidiary of such cash proceeds; provided that, with respect to any such Net Proceeds realized or received by a Foreign Subsidiary, such Net Proceeds shall not be required to be applied as a prepayment under this Section 2.03(b)(iii) to the extent they are subject to reduction to the extent the expatriation of such Net Proceeds (1) would result in material adverse consequences or adverse legal consequences, (2) would be reasonably likely to result in adverse personal liability of any director of the share capital Company or a Foreign Subsidiary or (3) would result in the insolvency of the Company or a Foreign Subsidiary. (iv) Each prepayment of Loans pursuant to this Section 2.03(b) shall be applied pro rata among the Term Loan Facilities. Each prepayment of any Loan Partytranche of Loans pursuant to Section 2.03(b) shall be applied to such tranche first, (B) assumes custody or control of all or substantially all to accrued interest and fees due on the amount of the property or prepayment under such Term Loan Facility, and second, to the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying applicable remaining Repayment Amounts due pursuant to Section 2.05 on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, thena pro rata basis, in each case, to be allocated among the Borrower shall be required to prepay all Advances within 45 days after Appropriate Lenders in accordance with such occurrenceAppropriate Lenders’ respective Pro Rata Shares.

Mandatory. (i) If (A) the Borrower or any Loan Party of its Restricted Subsidiaries Disposes of any property (other than pursuant to clause any Disposition of any property permitted by Section 7.05(a) – (ih), (iij), (iiik), (ivl) or (v) of Section 5.02(en)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of aggregate Net Cash Proceeds in excess of U.S.$20,000,000$15,000,000 in any fiscal year, the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances Term Loans equal to the product of (I) 100% of such Net Cash Proceeds less the percentage in excess of $15,000,000 within three Business Days after receipt thereof by such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) Person (such net percentageprepayments to be applied as set forth in clause (iii) below); provided, the “Asset Percentage”) and (II) the however, that, with respect to any Net Cash Proceeds realized or received with respect under a Disposition described in this Section 2.05(b)(i), at the election of the Borrower (as notified by the Borrower to (y) a Disposition, the Administrative Agent within 60 days and (z) a Casualty Event, within five three Business Days, in each case, Days after receipt the date of such Net Cash Proceeds by Disposition), and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower or such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds that in operating assets so long as within 365 days after the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (andProceeds, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or the Borrower or such longer period Restricted Subsidiary shall have entered into a binding agreement for such reinvestment (as requested certified by the Borrower and agreed by in writing to the Required Lenders following the last day of the Reinvestment Period)Administrative Agent); and provided further, however, that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the AdvancesTerm Loans as set forth in this Section 2.05(b)(i). (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.

Mandatory. (i) If Following the end of each fiscal year of the Company, commencing with the fiscal year ending September 30, 2015, the Company shall prepay Loans in an aggregate amount equal to (A) the applicable ECF Prepayment Percentage of Excess Cash Flow for such fiscal year less (B) the aggregate principal amount of Term Loans, Incremental Term Loans and (to the extent accompanied by a permanent reduction of the Aggregate Revolving Commitments in the same amount) Revolving Loans prepaid pursuant to Section 2.05(a)(i) during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the prepayment described in this clause (i) is required (such prepayments to be applied as set forth in clauses (v) and (viii) below). Each prepayment pursuant to this clause (i) shall be made no later than the date that is five Business Days after the date on which financial statements are required to be delivered pursuant to Section 6.01(a) with respect to the fiscal year for which Excess Cash Flow is being calculated. (ii) If the Company or any Loan Party of its Restricted Subsidiaries Disposes of any property (other than in the ordinary course of business, and other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (g) or (h)) which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Company shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 in the aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately preceding twelve month period immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Event Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as (A) within 365 days after receipt of such Net Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), (B) if a definitive agreement to so reinvest has been executed within such 365-day period, then such reinvestment shall have been consummated within 180 days after such 365-day period (in each case, as certified by the Company in writing to the Administrative Agent), and (C) in the case of Dispositions by AECOM Capital or any Restricted Subsidiary of AECOM Capital, within two years after receipt of such Net Proceeds such reinvestment shall have been consummated; and provided further, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) Upon the occurrence of a Recovery Event with respect to the Company or any of its Restricted Subsidiaries which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Company shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 in the aggregate for the Net Cash Proceeds received from all such Recovery Events during the immediately preceding twelve month period immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided that, with respect to any Net Cash Proceeds realized under a Recovery Event described in this Section 2.05(b)(iii), at the election of the Company (as notified by the Company to the Administrative Agent within 45 days following the date of such Recovery Event), and so long as no Event Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or operating assets so long as (A) within 365 days after receipt of such Net Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), (B) if a definitive agreement (including, without limitation, a construction agreement) to so reinvest has been executed within such 365-day period, then such reinvestment shall have been consummated within 180 days after such 365-day period (in each case, as certified by the Company in writing to the Administrative Agent), and (C) in the case of Recovery Events with respect to AECOM Capital or any Restricted Subsidiary of AECOM Capital, within two years after receipt of such Net Proceeds such reinvestment shall have been consummated; and provided further, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iii). (iv) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, ratably to each of the Term A Facility and the Term B Facility and to the principal repayment installments thereof in direct order of maturity to the next four principal repayment installments of the applicable Term Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), of any Incremental Term Loans) and, thereafter, to the remaining principal repayment installments of the applicable Term Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), of any Incremental Term Loans) on a pro rata basis and, second, to the Revolving Credit Facility (without permanent reduction of the Revolving Credit Commitments) in the manner set forth in clause (viii) of this Section 2.05(b). Subject to Section 2.18, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. (vi) If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings (that are not Cash Collateralized by the Company or another Borrower) at such time exceed an amount equal to 105% of the Aggregate Revolving Credit Commitments then in effect, then, within five Business Days after receipt of such notice, the Company shall prepay Revolving Credit Loans and/or Swing Line Loans and/or the Company shall Cash Collateralize the L/C Obligations under the Revolving Credit Facility in an aggregate amount sufficient to reduce the Total Revolving Credit Outstandings (that are not Cash Collateralized by the Company or another Borrower) as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Credit Commitments then in effect; provided, however, that, subject to the provisions of Section 2.17(a), the Company shall not be required to Cash Collateralize the L/C Obligations under the Revolving Credit Facility pursuant to this Section 2.05(b)(vi) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. (vii) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Credit Loans denominated in Hong Kong Dollars or New Zealand Dollars at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within five Business Days after receipt of such notice, the Borrowers shall prepay Revolving Credit Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. (viii) Except as otherwise provided in Section 2.18, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings under the Revolving Credit Facility and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations under the Revolving Credit Facility; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii) or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings under the Revolving Credit Facility, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations under the Revolving Credit Facility in full shall be used to prepay in full all L/C Advances under the Performance Letter of Credit Facility or to Cash Collateralize L/C Obligations under the Performance Letter of Credit Facility and thereafter may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. (ix) If for any reason the Total Performance Letter of Credit Exposure of all Performance Letter of Credit Lenders (that are not Cash Collateralized by the company or another Borrower) at any time exceed an amount equal to 105% of the Performance Letter of Credit Facility at such time, the Company shall immediately prepay L/C Borrowings under the Performance Letter of Credit Facility and/or Cash Collateralize the L/C Obligations under the Performance Letter of Credit Facility (other than the L/C Borrowings) in an aggregate amount equal to such excess. (x) Notwithstanding anything to the contrary contained in Section 2.05(b)(i), (ivii) or (viii), to the extent attributable to a Disposition or Recovery Event by a Restricted Subsidiary that is a Foreign Subsidiary, or arising from Excess Cash Flow attributable to a Foreign Subsidiary, no prepayment (or a portion thereof) of required under Section 5.02(e2.05(b)(i), (ii) or (Biii) shall be made if such prepayment (or portion thereof), at the time it is required to be made, is subject to material permissibility restrictions under applicable Law (including by reason of financial assistance, corporate benefit, restrictions on upstreaming or transfer of cash intra group and the fiduciary and statutory duties of the directors of relevant Restricted Subsidiaries), provided that the Company and its Restricted Subsidiaries shall make commercially reasonable efforts with respect to such Laws to make such prepayment (or portion thereof) in accordance therewith (it being understood that such efforts shall not require (x) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds expenditure in excess of U.S.$20,000,000a nominal amount of funds or (y) modifications to the organizational or tax structure of the Company and its Restricted Subsidiaries to permit such prepayment (or portion thereof)). Notwithstanding anything to the contrary contained in this Section 2.05, to the extent a Restricted Payment or other distribution to the Company is required (notwithstanding the Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Payment or other payment) in connection with such prepayment (or portion thereof), no prepayment (or a portion thereof) required under this Section 2.05 shall be made if either of the Company or any Restricted Subsidiary determines in good faith that it would incur a liability in respect of Taxes (including any withholding tax) in connection with making such Restricted Payment or other distribution which the Company, in its reasonable judgment, deems to be material, provided that to the extent the provisions hereof relating to Excess Cash Flow of Foreign Subsidiaries apply, but the amount of the total Excess Cash Flow attributable to the Company and its Domestic Subsidiaries then exceeds the prepayment then required to be made under Section 2.05(b)(ii) or (iii) (in each case, solely for this purpose, determined without regard to this Section 2.05(b)(x)), then (subject to the first sentence of this Section 2.05(b)(x))), the Borrower entire prepayment then required under such Section 2.05(b)(ii) or (iii) shall be required to be made, without reduction pursuant to this sentence. Notwithstanding anything in the preceding two sentences to the contrary, in the event the limitations or restrictions described therein cease to apply to any prepayment (or portion thereof) required under Section 2.05(b), the Company shall make a such prepayment in an aggregate principal amount of Advances equal to the product lesser of (I1) 100% the amount of such Net Cash Proceeds less the percentage of prepayment previously required to have been made without having given effect to such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) limitations or restrictions and (II2) the Net amount of cash and Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business DaysEquivalents on hand at such time, in each case, after receipt of such less the amount by which the Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that from the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment of the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action applicable Disposition were previously used for the dissolution or disestablishment permanent repayment of Indebtedness (including any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, reductions in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrencecommitments related thereto).

Mandatory. (i) If The Borrower shall, on the 90th day following the end of each Fiscal Year (commencing with the 2001 Fiscal Year), if the Leverage Ratio is equal to or greater than 2.5:1.00 as determined by the financial statements delivered pursuant to Section 5.03, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to 50% of the amount of Excess Cash Flow for such Fiscal Year. Each such prepayment shall be applied as follows: first, ratably to the Term Facilities until such Facilities are paid in full and second, to the Working Capital Facility in the manner set forth in clause (iii) below. (ii) The Borrower shall, within five days following receipt of Net Cash Proceeds by the Borrower or any of its Subsidiaries from (A) any Loan Party Disposes of any property the sale, transfer or other disposition (other than by lease) of any assets of the Borrower or any of its Subsidiaries (other than any sale, transfer or other disposition of assets pursuant to clause (i), (ii), (iii), (iv) or (viii) of Section 5.02(e)), and (B) any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries and not otherwise included in clause (A) or (B) any Casualty Event occursabove, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a prepayment in prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to the product of (I) 100% amount of such Net Cash Proceeds less Proceeds; provided, however, that if the percentage aggregate amount of such Net Cash Proceeds reinvested referred to in accordance with this Section 2.08(b)(iclause (A) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are above not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be previously applied to the prepayment of the Advances. (ii) The Advances is less than $1,000,000, the Borrower may retain such Net Cash Proceeds until the amount of all Net Cash Proceeds so retained when aggregated with all other retained Net Cash Proceeds shall equal or exceed $1,000,000. Each such prepayment shall be required applied as follows: first, ratably to prepay all Advances upon the occurrence of a Change of ControlTerm Facilities and second, to the Working Capital Facility in the manner set forth in clause (iv) below. (iii) If The Borrower shall, within five days following receipt of Net Cash Proceeds by the Borrower or any Governmental Authority of its Subsidiaries from (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates the incurrence or otherwise expropriates (directly issuance by the Borrower or indirectly through measures tantamount to expropriation) all or substantially all any of the property or the assets its Subsidiaries of any Loan Party Debt (other than Debt incurred or of the share capital of any Loan Partyissued pursuant to Section 5.02(b)), (B) assumes custody the sale or control issuance by the Borrower or any of all or substantially all of the property or the assets, or of the business or operations, its Subsidiaries of any Loan Party capital stock or of the share other ownership or profit interest, any securities convertible into or exchangeable for capital of stock or other ownership or profit interest or any Loan Partywarrants, rights or options to acquire capital stock or other ownership or profit interest, and (C) takes the incurrence or directs any action for issuance by Captain D's Realty of Debt permitted by Section 5.02(b)(vii), prepay an aggregate principal amount of the dissolution or disestablishment Advances comprising part of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all the same Borrowings equal to the amount of its business or operations such Net Cash Proceeds. Each such prepayment referred to in clause (A) or (DB) takes any administrative action or enacts any law shall be applied as follows: first, ratably to effect any the Term Facilities until such Facilities are paid in full, and second, to the Working Capital Facility in the manner set forth in clause (iv) below and each such prepayment referred to in clause (C) shall be applied as follows: first, to the Term C Facility until such Facility is paid in full, second, to the Term B Facility until such Facilitiy is paid in full, and third, to the Working Capital Facility in the manner set forth in clause (iv) below. (iv) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the foregoing, then, in each caseWorking Capital Advances comprising part of the same Borrowings, the Borrower Letter of Credit Advances and the Swing Line Advances equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Working Capital Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the Working Capital Facility on such Business Day. Prepayments of the Working Capital Facility made pursuant to clauses (i) and (ii) and this clause (iii) shall be required first, applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second, applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, and third, applied to prepay Working Capital Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full. (v) The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Account to equal the amount by which the aggregate Available Amount of all Advances within 45 days after Letters of Credit then outstanding exceeds the Letter of Credit Facility on such occurrenceBusiness Day. (vi) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid.

Mandatory. (i) If (A) any Loan Party Disposes The Borrower shall, on the Business Day following the date of receipt of any property (other than pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt Net Cash Proceeds by any Loan Party or any of its Subsidiaries with respect to any sale, lease, transfer or other disposition of any Term Facility Collateral or any Extraordinary Receipt, prepay an aggregate principal amount of the Advances equal to such Net Cash Proceeds; provided, however, that (A) in the case of Net Cash Proceeds that are Extraordinary Receipts in excess respect of U.S.$20,000,000any casualty or condemnation event related to the Term Facility Collateral (“Extraordinary Receipts Proceeds”), to the extent such Extraordinary Receipts Proceeds are used to repair, restore or replace the assets that are the subject of such event in substantially the same location within 180 days after the receipt of such Extraordinary Receipts Proceeds by a Loan Party or any of its Subsidiaries, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder; (B) with respect to any Net Cash Proceeds (that are not Extraordinary Receipts Proceeds) realized under a sale, transfer or other disposition, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date 37 Chemtura (Term Loan) Credit Agreement of such sale, transfer or other disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated; and provided, further, however, that any Net Cash Proceeds not so reinvested by the conclusion of such reinvestment period shall on the following Business Day be applied to the prepayment of Loans as set forth in this Section 2.05(b)(i); and (C) in the case of Extraordinary Receipts Proceeds on account of the claims subject to the ▇▇▇▇▇▇▇ Fire Settlement, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder to the extent that such Extraordinary Receipts Proceeds shall be used to pay or reimburse the Loan Parties and their Subsidiaries for funding the settlement fund described in the definition of “▇▇▇▇▇▇▇ Fire Settlement” and/or for legal fees and expenses incurred in connection therewith. (ii) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to Section 5.02(b)), the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances equal to the product of (I) 100% of such all Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after therefrom immediately upon receipt of such Net Cash Proceeds thereof by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (Party or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment of the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of ControlSubsidiary. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all Within five Business Days after financial statements and the related certificate of a Responsible Officer of the property or the assets of any Loan Party or of the share capital of any Loan Party, (BBorrower have been delivered pursuant to Section 5.03(c) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying Fiscal Year ended on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoingDecember 31, then, in 2012 and for each caseFiscal Year thereafter, the Borrower shall be required (subject to the ECF Prepayment Conditions being satisfied in respect of such prepayment) prepay all an aggregate principal amount of Advances within 45 days after equal to (A) the Applicable ECF Percentage of Excess Cash Flow for the Fiscal Year covered by such occurrencefinancial statements, minus (B) the aggregate principal amount of voluntary principal prepayments of the Advances and advances under the Revolving Facility (so long as such prepayments of advances under the Revolving Facility are accompanied by a corresponding permanent commitment reduction of the Revolving Facility) made pursuant to Section 2.05(a) hereof or in accordance with the terms of the Revolving Facility Credit Agreement, as the case may be.

Mandatory. Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (iif any) If of (A) the Applicable ECF Percentage multiplied by Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid during such fiscal year pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, that for the fiscal year ending December 31, 2013, the Excess Cash Flow payment shall be reduced by multiplying such amount by a fraction, the numerator of which shall be the number of days between the Closing Date and December 31, 2013 and the denominator of which shall be 365. If the Borrower or any Loan Party of its Subsidiaries Disposes of any property (other than pursuant to clause (iany Disposition of any property permitted by Section 7.05(a), (iib), (iiic), (ivd), (e) or (v) of Section 5.02(ef)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000Proceeds, the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances Loans equal to the product of (I) 100% of such Net Cash Proceeds less the percentage of immediately upon receipt thereof by such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) Person (such net percentage, the “Asset Percentage”prepayments to be applied as set forth in clauses (v) and (IIvii) the below); provided, however, that, with respect to any Net Cash Proceeds realized or received with respect to (y) under a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, Disposition described in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion 2.05(b)(ii), at the election of such Net Cash Proceeds that the Borrower shall have, (as notified by the Borrower to the Administrative Agent on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt date of such Net Cash Proceeds (the “Reinvestment Period”) (andDisposition), in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an no Default or Event of Default shall have occurred and be continuing, no Loan Party shall be permitted the Borrower or such Subsidiary may reinvest or commit to make reinvest all or any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event portion of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds in operating assets within 360 days after the receipt of such Net Cash Proceeds (and in the case of any such commitment to reinvest Net Cash Proceeds, such reinvestment shall be consummated within 180 days after the end of such 360-day period) (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Advances. (ii) The Loans as set forth in this Section 2.05(b)(ii). Upon the incurrence or issuance by the Borrower shall be required to prepay all Advances upon the occurrence or any of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets its Subsidiaries of any Loan Party Indebtedness (other than Indebtedness expressly permitted to be incurred or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law issued pursuant to effect any of the foregoing, then, in each caseSection 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be required applied as set forth in clauses (v) and (vii) below). Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Advances Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply or commit to apply within 45 360 days after the receipt of such occurrencecash proceeds to replace or repair the equipment, fixed assets or Real Property in respect of which such cash proceeds were received (and in the case of any such commitment to apply such Net Cash Proceeds, such application shall be consummated within 180 days after the end of such 360-day period); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).

Mandatory. Subject to Section 2.07(gh), (i) If (A) if any Loan Party Disposes or any of its Subsidiaries disposes of any property (other than pursuant to (x) any Disposition of any property permitted by Section 7.05 (other than clause (i), d) and (ii), f) thereof) and (iii), (iv) or (v) of Section 5.02(e)) or (By) any Casualty Event occurs, which Asbestos Insurance Settlement so long as such proceeds are used or committed to be used to reimburse Parent or any of its Subsidiaries or make payments in the aggregate respect of related claims against Parent or any of its Subsidiaries and defense costs related thereto) that results in the realization or receipt by any the Loan Party Parties and their respective Subsidiaries of Net Cash Proceeds in the aggregate for all such dispositions in excess of U.S.$20,000,000$50,000,000 in any Fiscal Year (excluding any portion thereof that is reinvested as provided below), the Borrower Borrowers shall make a prepayment in prepay an aggregate principal amount of Advances Term Loans equal to the product of (I) 100% of such Net Cash Proceeds less (to the percentage extent in excess of $50,000,000 in such Fiscal Year) within three Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below); provided, however, that, with respect to any such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) realized, at the election of either the US Borrower or the European Borrower (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds as notified by such Loan Party; provided that, no such prepayment shall be required pursuant Borrower to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, Administrative Agent on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt date of such Net Cash Proceeds (the “Reinvestment Period”) (anddisposition), in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of no Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as, within 12 months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (or, if the Parent or its Subsidiaries have entered into at a time when no Event of Default is continuing) and (2) if any proceeds are binding contractual commitments for reinvestment within such 12-month period, not so reinvested by within 18 months following the deadlines specified above or if any date of receipt of such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment electionNet Cash Proceeds); and provided further, an amount equal to the Asset Percentage of however, that any such Net Cash Proceeds not so reinvested shall be applied immediately subject to the prepayment of the AdvancesTerm Loans as set forth in this Section 2.05(b)(i). (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.

Mandatory. (i) If the Borrower or any Restricted Subsidiary shall at any time or from time to time make a Disposition (other than a Sale/Leaseback Transaction with respect to a Principal Owned Property which shall be subject to subsection (iii) below) or shall suffer an Event of Loss, then the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or any Restricted Subsidiary in respect thereof) and, within five (5) Business Days after the receipt of such Net Cash Proceeds, the Borrower shall prepay first, the relevant Term Loans, and second, the relevant Revolving Loans, together with a commensurate permanent reduction of the relevant Revolving Credit Commitments, in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that this subsection shall not require any such prepayment with respect to Net Cash Proceeds (x) received on account of Dispositions during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate or received on account of Events of Loss during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate and (y) other than during the Basket Suspension Period, in the case of any Disposition or Event of Loss not covered by clause (x) above, so long as no Event of Default has occurred and is continuing, if the Borrower (A) any Loan Party Disposes actually reinvests such Net Cash Proceeds, within 12 months of any property (other than pursuant the receipt thereof, in assets that perform the same or similar function for the Borrower or a Restricted Subsidiary, to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e)) the extent such Net Cash Proceeds are actually reinvested in such assets or (B) any Casualty Event occursstates in a notice delivered within 12 months of the receipt of such Net Cash Proceeds, which that the Borrower or a Restricted Subsidiary has committed to reinvest such Net Cash Proceeds in assets that perform the same or similar function in the aggregate results business of the Borrower or a Restricted Subsidiary, to the extent such Net Cash Proceeds are actually reinvested in such assets within 18 months following the receipt thereof. Promptly after the end of such 12-month or 18-month period, as applicable, the Borrower shall notify the Administrative Agent whether the Borrower or a Restricted Subsidiary has reinvested such Net Cash Proceeds in such assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay first, the relevant Term Loans, and second, the relevant Revolving Loans, together with a commensurate permanent reduction of the relevant Revolving Credit Commitments, in the realization or receipt by any Loan Party amount of such Net Cash Proceeds in excess of U.S.$20,000,000the applicable $2,500,000 basket described above not so reinvested. The amount of each such prepayment shall be applied to the relevant outstanding Term Loans and Revolving Loans (with a permanent reduction of the relevant Revolving Credit Commitments) in accordance with this Section 1.9 until paid in full. (ii) If after the Closing Date the Borrower or any Restricted Subsidiary shall issue or incur any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7 (including Indebtedness issued or incurred under Sections 1.16, 1.18 and 1.19 (but excluding Section 1.20 or any Indebtedness incurred as a Permitted Refinancing of all or a portion of existing Term Loans of any Class)), the Borrower shall make a prepayment in an aggregate principal amount promptly notify the Administrative Agent of Advances equal to the product estimated Net Cash Proceeds of such issuance or incurrence. Within five (I5) Business Days after receipt thereof, 100% of such Net Cash Proceeds less shall be applied by the percentage Borrower to prepay the relevant Term Loans and the relevant Revolving Loans (with a permanent reduction of such Net Cash Proceeds reinvested the relevant Revolving Credit Commitments) in accordance with this Section 2.08(b)(i) (such net percentage, 1.9 until paid in full. The Borrower acknowledges that its performance hereunder shall not limit the “Asset Percentage”) rights and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day remedies of the Reinvestment Period)); provided that (1) so long as an Event Lenders for any breach of Default shall have occurred and be continuing, no Loan Party shall be permitted to make Section 8.7 or any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment terms of the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of ControlLoan Documents. (iii) If the Borrower or any Governmental Authority Restricted Subsidiary shall at any time or from time to time enter into a Sale/Leaseback Transaction with respect to a Principal Owned Property or sell the Equity Interests issued by a Principal Owned Property Holdco and thereafter lease the Principal Owned Property owned by such Principal Owned Property Holdco, other than any such transaction with respect to one or more Specified Sale/Leaseback Properties during the Basket Suspension Period (A) condemnssuch transaction also referred to herein as a “Prepayment Sale/Leaseback Transaction”), nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount in either case when the Total Leverage Ratio on a Pro-Forma Basis giving effect to expropriation) all or substantially all such Prepayment Sale/Leaseback Transaction and the application of the property or the assets of any Loan Party or Net Cash Proceeds thereof as of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all last day of the property most recently ended fiscal quarter for which financial statements are available on or prior to the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law date such Prepayment Sale/Leaseback Transaction is consummated exceeds 2.50 to effect any of the foregoing, then, in each case1.00, the Borrower shall promptly notify the Administrative Agent of such Prepayment Sale/Leaseback Transaction (including the amount of the estimated Net Cash Proceeds to be required received by the Borrower or any Restricted Subsidiary in respect thereof) and, within five (5) Business Days after the receipt of such Net Cash Proceeds, the Borrower shall prepay first, the relevant Term Loans, and second, the relevant Revolving Loans, together with a commensurate permanent reduction of the relevant Revolving Credit Commitments, in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided, that this subsection (iii) shall not require any prepayment of Term Loans or Revolving Loans with the Net Cash Proceeds of a Prepayment Sale/Leaseback Transaction of a Principal Owned Property if the Borrower actually reinvests such Net Cash Proceeds, within nine months of the receipt thereof, in one or more other Principal Owned Properties. Promptly after the end of such nine-month period, the Borrower shall notify the Administrative Agent whether the Borrower or a Restricted Subsidiary has so reinvested such Net Cash Proceeds in such assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the relevant Term Loans or Revolving Loans in the amount of such Net Cash Proceeds received from the applicable Prepayment Sale/Leaseback Transaction. The amount of each such prepayment shall be applied to the relevant outstanding Term Loans and Revolving Loans (with a permanent reduction of the relevant Revolving Credit Commitments) in accordance with this Section 1.9 until paid in full. (iv) At the end of any Business Day from and after the Second Amendment Effective Date until the end of the Basket Suspension Period, if Holdings, the Borrower and their Restricted Subsidiaries hold Unrestricted cash and Cash Equivalents in excess of $100,000,000, then the Borrower shall promptly (and in any event within two (2) Business Days) apply such amounts in excess of $100,000,000 first, to prepay all Advances within 45 days after such occurrenceoutstanding Swing Loans, and second, to prepay outstanding Revolving Loans.

Mandatory. (i) If Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid an NEWYORK 7904486 (2K) aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended September 30, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that so long as no Default then exists, (x) the percentage of Excess Cash Flow specified in clause (A) above shall instead be 25% if the Borrower's ratio of Consolidated Total Debt on such prepayment date to Consolidated EBITDA for the most recent Test Period ended as of the last day of the fiscal year covered by such financial statements was less than 4.75:1.00 but greater than or equal to 3.75:1.00 and (y) no payment of any Loan Party Loans shall be required under this Section 2.05(b)(i) if the Borrower's ratio of Consolidated Total Debt on such prepayment date to Consolidated EBITDA for the most recent Test Period ended as of the last day of the fiscal year covered by such financial statements was less than 3.75:1. (A) If (x) Holdings, the Borrower or any of Restricted Subsidiary Disposes of any property or assets (other than pursuant to clause (iany Disposition of any property or assets permitted by Section 7.05(a), (iib), (iiic), (ivd) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i) or (v) of Section 5.02(ej)) or (By) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party Holdings, the Borrower or such Restricted Subsidiary of Net Cash Proceeds in excess of U.S.$20,000,000Proceeds, the Borrower shall make a prepayment in an aggregate principal amount of Advances equal cause to be prepaid on or prior to the product date which is ten (10) Business Days after the date of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized realization or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Partyan aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that, that no such prepayment shall be required pursuant to this Section 2.08(b)(i2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing); (B) With respect to any Net Cash Proceeds realized or entry into a legally binding commitment received with respect to reinvestany Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its or its Restricted Subsidiaries' business within 90 days (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or Borrower enters into a legally binding commitment shall have been consummated to reinvest (including pursuant to a Restoration Certificate) such Net Cash Proceeds within 180 twelve (12) months following receipt thereof, within the later of (1) one hundred and eighty (180) days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period))date of such legally binding commitment and (2) twelve (12) months following receipt of such Net Cash Proceeds; provided that (1i) so long as an Event of Default shall have occurred and be continuing, no Loan Party the Borrower (x) shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party the Borrower entered into at a time when no Event of Default is continuing) and (y) shall not be required to apply such Net Cash NEWYORK 7904486 (2K) Proceeds which have been previously applied to prepay Revolving Loans to the prepayment of Term Loans until such time as the relevant investment period has expired and no Event of Default is continuing and (ii) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the AdvancesTerm Loans as set forth in this Section 2.05. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrence.

Mandatory. (i) Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the delivery of the financial statements for the fiscal year in which the Closing Date occurs) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay an aggregate principal amount of the Facilities equal to the excess (if any) of (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow for the ECF Period then ended over (B) the sum of (1) the aggregate principal amount of Term Loans voluntarily prepaid pursuant to Section 2.05(a)(i) during such ECF Period and (2) solely to the extent the amount of the Revolving Credit Commitments are reduced pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such reduction), the aggregate principal amount of Revolving Credit Loans voluntarily prepaid pursuant to Section 2.05(a)(i) during such ECF Period (such prepayments to be applied as set forth in clause (iv) below); provided that (A) the ECF Percentage shall be 25% if the Consolidated Leverage Ratio as at the end of the ECF Period covered by such financial statements is less than or equal to 2.75:1.00 and greater than 2.00:1.00 and (B) the ECF Percentage shall be 0% if the Consolidated Leverage Ratio as at the end of the ECF Period covered by such financial statements is less than or equal to 2.00:1.00. (ii) If (A) the Borrower or any Loan Party of its Subsidiaries Disposes of any property (other than pursuant to any Disposition of any property permitted by Section 7.05 (other than clause (i), (ii), (iii), (ivh) or (v) of Section 5.02(ethereof)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000Proceeds, the Borrower shall make a prepayment in shall, within five Business Days of receipt of such Net Cash Proceeds, prepay an aggregate principal amount of Advances the Facilities equal to the product of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentageprepayments to be applied as set forth in clause (iv) below); provided, the “Asset Percentage”) and (II) the however, that, with respect to any Net Cash Proceeds realized under a Disposition or received with respect to (y) a Disposition, within 60 days and (z) a Casualty EventEvent described in this Section 2.05(b)(ii), within five at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the fifth Business Days, in each case, Day after the date of receipt of such Net Cash Proceeds by such Loan Party; provided thatProceeds), no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an no Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make the Borrower or such Subsidiary may reinvest all or any portion of such reinvestments Net Cash Proceeds in any Permitted Acquisitions or in capital assets useful for its business within (other than pursuant to x) 12 months after the receipt of such Net Cash Proceeds or (y) if the Borrower or the relevant Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within 12 months of the receipt thereof, within six months of the date of such legally binding commitment; and provided further, however, that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are Net Cash Proceeds not so reinvested by the deadlines specified above (or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds reinvested) shall be immediately applied to the prepayment of the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of ControlLoans as set forth in this Section 2.05(b)(ii). (iii) If Upon the incurrence or issuance by the Borrower or any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the property or the assets its Subsidiaries of any Loan Party Indebtedness (other than Indebtedness expressly permitted to be incurred or of the share capital of any Loan Party, issued pursuant to Section 7.02 (Bother than clause (s) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each casethereof)), the Borrower shall prepay an aggregate principal amount of the Facilities equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (iv) below). (iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied first to repay the Term Facility, and to the scheduled principal repayment installments in direct order of maturity to the next four principal repayment installments thereof and thereafter to the remaining scheduled principal repayment installments on a pro rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b) (without reduction of commitments). Each such prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 3.05. (v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay all Advances within 45 days after Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such occurrenceexcess (without reduction of commitments). (vi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) If (A) Upon any Loan Party Disposes Extraordinary Receipt received by or paid to or for the account of the Borrower or any property of its Subsidiaries (other than pursuant to clause (i)any Excluded Joint Venture) in respect of its property or assets, (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in after the aggregate results in the realization or receipt by any Loan Party first $50,000,000 of Net Cash Proceeds relating to any Extraordinary Receipts in the aggregate since the Restatement Closing Date, and thereafter any amount in excess of U.S.$20,000,000$5,000,000 for any one event or series of related events, the Borrower shall make a prepayment in prepay an aggregate principal amount of Advances Loans equal to the product of (I) 100% of such all Net Cash Proceeds less received therefrom within three Business Days after the percentage date of receipt thereof by the Borrower or such Net Cash Proceeds reinvested in accordance with this Subsidiary subject to the provisions of Section 2.08(b)(i2.05(b)(v) (such net percentage, the “Asset Percentage”prepayments to be applied as set forth in clause (iii) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)below); provided that (1) so long as an Event of no Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2A) if any proceeds the Borrower intends to reinvest the Net Cash Proceeds thereof in capital assets used or useful in the business which may (but are not so reinvested by required to) be a replacement, restoration or repair of the deadlines specified above assets or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery property in respect of a which the Extraordinary Receipt was received, it shall deliver written notice of reinvestment election, an amount equal such intention to the Asset Percentage Administrative Agent on or prior to the fifth Business Day immediately following the date on which the Borrower receives such Net Cash Proceeds, (B) if the Borrower shall have delivered such notice, the Net Cash Proceeds thereof may be reinvested so long as within 12 months after the receipt of any such Net Cash Proceeds such reinvestment shall have begun and so long as such reinvestment has not been terminated, abandoned or unreasonably delayed, and is substantially completed within 12 months after the date of receipt of such Net Cash Proceeds (provided that if the relevant project is not substantially completed within 12 months after such date of receipt, the Borrower shall have up to an additional 12 months to complete such project so long as it certifies in a written notice to the Administrative Agent delivered prior to the expiration of such 12-month period that it reasonably expects completion to occur within such additional 12-month period) and (C) within 10 days of the date the Borrower consummates such restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.05(b)(i) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(i); provided further that any Net Cash Proceeds not so reinvested at the end of such period shall be immediately applied to the prepayment of the AdvancesLoans as set forth in this Section 2.05. (ii) The If the Borrower or any of its Subsidiaries (other than any Excluded Joint Venture) Disposes of any property (other than any Disposition of any property permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (k)) which results in the realization by such Person of Net Cash Proceeds, after the first $10,000,000 of Net Cash Proceeds relating to any such Dispositions in the aggregate since the Restatement Closing Date, and thereafter any amount in excess of $2,500,000 for any one event of series of related events, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds received therefrom within three Business Days after the date of receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.05(b)(v) (such prepayments to be required applied as set forth in clause (iii) below); provided that so long as no Default shall have occurred and be continuing, (A) if the Borrower intends to prepay all Advances upon reinvest the occurrence Net Cash Proceeds thereof in capital assets used or useful in the business, it shall deliver written notice of such intention to the Administrative Agent on or prior to the fifth Business Day immediately following the date on which the Borrower receives such Net Cash Proceeds, (B) if the Borrower shall have delivered such notice, the Net Cash Proceeds thereof may be reinvested so long as within 12 months after the receipt of such Net Cash Proceeds such reinvestment shall have begun and so long as such reinvestment has not been terminated, abandoned or unreasonably delayed, and is substantially completed within 12 months after the date of receipt of such Net Cash Proceeds (provided that if the relevant project is not substantially completed within 12 months after such date of receipt, the Borrower shall have up to an additional 12 months to complete such project so long as it certifies in a written notice to the Administrative Agent delivered prior to the expiration of such 12-month period that it reasonably expects completion to occur within such additional 12-month period) and (C) within 10 days of the date the Borrower consummates such reinvestment, it shall deliver a certificate of a Change Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of Controlthis Section 2.05(b)(ii) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(ii); provided further that any Net Cash Proceeds not so reinvested at the end of such period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05. (iii) If Each prepayment of Loans pursuant to this Section 2.05(b) shall be applied, first, ratably to the Term A Facility and, if applicable, the Incremental Term Facilities and to the principal repayment installments thereof in direct order of maturity and, thereafter, to the Revolving Credit Facility in the manner set forth in clause (iv) of this Section 2.05(b). (iv) Prepayments of the Revolving Credit Facility made pursuant to clause (i) or (ii) of this Section 2.05(b), first, shall be applied to prepay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid in full, second, shall be applied to prepay Swing Line Loans outstanding at such time until all such Swing Line Loans are paid in full, and, third, shall be applied to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clauses (i) or (ii) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all Loans and L/C Borrowings outstanding at such time, may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Governmental Authority Letter of Credit, which has been Cash Collateralized, such funds shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. (v) Notwithstanding the provisions of Section 2.05(b)(i) or (b)(ii), if any mandatory prepayments under Section 2.05(b)(i) or (b)(ii) would result in the Borrower incurring any obligation (as determined in the reasonable judgment of the Borrower) under Section 3.05 as a result of any such mandatory prepayment of Eurodollar Rate Loans prior to the last day of an Interest Period, so long as no Event of Default has occurred and is continuing, the Borrower may defer the making of such mandatory prepayment until the earlier of (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all the last day of the property or the assets of any Loan Party or of the share capital of any Loan Party, such Interest Period and (B) assumes custody or control of all or substantially all of the property or date thirty days after the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that date on which such mandatory prepayment would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be otherwise have been required to prepay all Advances within 45 days after such occurrencebe made.

Mandatory. (i) If Within five Business Days after financial statements have been (Aor were required to have been) any Loan Party Disposes of any property (other than delivered pursuant to clause Section 6.01(a) and the related Compliance Certificate has been (ior is required to have been) delivered pursuant to Section 6.02(a), (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Loan Party of Net Cash Proceeds in excess of U.S.$20,000,000, the Borrower shall make a prepayment shall, except in an aggregate principal amount the case of Advances equal to the product Fiscal Year of Holdings ending April 3, 2021 (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, which no such prepayment shall be required pursuant to this Section 2.08(b)(i2.03(b)(i)) prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% of Excess Cash Flow for the Fiscal Year of Holdings (commencing with the Fiscal Year ending February 23, 2013) covered by (or which would have been covered by) such financial statements over (B) the aggregate principal amount of Loans prepaid or repaid pursuant to Section 2.03(a) or Section 2.05(a) during the Fiscal Year of Holdings covered by (or which would have been covered by) such financial statements or in the subsequent Fiscal Year prior to the date of any required payment pursuant to this Section 2.03(b)(i), except (x) with respect to any prepayments or repayments pursuant to Section 2.03(a), to the extent such portion prepayments or repayments occurred in connection with a refinancing of such Net Cash Loans with other Indebtedness (such prepayments to be applied as set forth in clause (b)(v) below), (y) with respect to any prepayments or repayments pursuant to Section 2.05(a) that were made with the proceeds of loans under the ABL Facility (the “ABL Proceeds that Loans”), to the Borrower shall have, extent such ABL Proceeds Loans have not been repaid (or been repaid with a refinancing of such Loans with other Indebtedness) on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of Holdings’ Fiscal Year ending March 30, 2019 or (z) if an amount is deducted pursuant to a payment made in a subsequent Fiscal Year, the Reinvestment Period))same amount may not be deducted in the calculation of Excess Cash Flow in the subsequent Fiscal Year; provided that (1) such percentage of Excess Cash Flow shall be reduced to 25% of such Excess Cash Flow if the Consolidated Leverage Ratio at the end of such Fiscal Year is equal to or less than 2.50 to 1.00 but greater than 2.00 to 1.00 and (2) such prepayment shall not be required if the Consolidated Leverage Ratio at the end of such Fiscal Year is equal to or less than 2.00 to 1.00. (ii) If the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e), (g), (i) or (j)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly (and in any event within ten Business Days) following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, however, that so long as an no Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make the Borrower or any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event Restricted Subsidiary may reinvest all or any portion of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds in assets that the Borrower determines in good faith are used or useful in the business of the Borrower or the Restricted Subsidiaries (including acquisitions permitted under Section 7.03(h) and inventory) so long as (A) within ten Business Days of receiving such Net Cash Proceeds the Borrower shall have delivered a certificate to the Administrative Agent stating that such Person intends to reinvest all or any portion of such Net Cash Proceeds in such assets, (B) within 365 days after the receipt of such Net Cash Proceeds, the Borrower shall have entered into a binding commitment to reinvest such proceeds in such assets, and (C) such Net Cash Proceeds are reinvested in ​ such assets within 180 days of the date such commitment is entered into (as certified by the Borrower in writing to the Administrative Agent); provided, further, however, that (A) if the property subject to such Disposition constituted Collateral under the Collateral Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Collateral Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Credit Parties in accordance with Section 6.12, and (B) pending reinvestment, any Net Cash Proceeds in respect of Term Priority Collateral in excess of $5.0 million shall be segregated from other funds of the Borrower and its Subsidiaries in a deposit account subject to a control agreement in favor of the Collateral Agent; and provided, further, however, that any Net Cash Proceeds not so reinvested within the time periods specified above shall be immediately applied to the prepayment of the Advances. (ii) The Borrower shall be required to prepay all Advances upon the occurrence of a Change of ControlLoans as set forth in this Section 2.03(b)(ii). (iii) If Upon the incurrence or issuance by Borrower or any Governmental Authority of its Restricted Subsidiaries of any Refinancing Indebtedness or any Indebtedness not permitted to be incurred or issued pursuant to Section 7.02, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly (and in any event within one week) following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below). (iv) Upon any Extraordinary Receipt being received by or paid to or for the account of Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (ii) of this Section 2.03(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly (and in any event within ten Business Days) following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance and condemnation awards (or payments in lieu thereof), and so long as no Event of Default shall have occurred and be continuing, such Person may apply such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received or to invest in assets that the Borrower determines in good faith are used or useful in the business of the Borrower or the Restricted Subsidiaries (including acquisitions permitted under Section 7.03(h) and inventory) so long as (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount within ten Business Days of receiving such Net Cash Proceeds the Borrower shall have delivered a certificate to expropriation) the Administrative Agent stating that such Person intends to reinvest all or substantially all such portion of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or the assets of any Loan Party or of the share capital of any Loan Partyto invest in such assets, (B) assumes custody or control within 365 days after the receipt of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each casesuch Net Cash Proceeds, the Borrower shall have entered into a binding commitment to reinvest such proceeds to replace or repair equipment, fixed assets or real property or to invest in such assets, and (C) such Net Cash Proceeds are so used within 180 days of the date such commitment is entered into (as certified by the Borrower in writing to the Administrative Agent); provided, further, however, that (A) if the property subject to such Extraordinary Receipt constituted Collateral under the Collateral Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Collateral Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Credit Parties in accordance with Section 6.12 and (B) pending reinvestment, any Net Cash Proceeds in respect of Term Priority Collateral in excess of $5.0 million shall be segregated from the other funds of Holdings and its Subsidiaries in a deposit account subject to a control agreement in favor of the Collateral Agent; provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.03(b)(iv). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.03(b) (other than from the Net Cash Proceeds of Refinancing Indebtedness which will be applied to the Class or Classes of Term Loans selected by the Borrower) shall be allocated ratably between the Term Loans and, unless otherwise provided in the Additional Credit Extension Amendment providing for such other Class of Loans, each other Class of Loans and shall be applied to the remaining scheduled principal ​ payments thereof in direct order of maturity (or as otherwise specified by the Borrower). Any Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Loans to be made pursuant to clause (i), (ii) or (iv) of this Section 2.03(b), to decline all (but not a portion) of its pro rata share of such prepayment (such declined amounts “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders of the applicable Class or Classes not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). Notwithstanding any of the other provisions of clauses (i), (ii), or (iv) of this Section 2.03(b), so long as no Default under Section 8.01(a) or Section 8.01(f) or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clauses (i), (ii), or (iv) of this Section 2.03(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5.0 million, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i), (ii), or (iv) of this Section 2.03(b) to be applied to prepay Loans exceeds $5.0 million. Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f) or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Advances within 45 days after Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.03(b) (without giving effect to the first sentence of this clause (v)) but which have not previously been so applied. Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amount required pursuant to Section 3.05. (vi) The Borrower shall deliver to the Administrative Agent, (x) at the time of each prepayment required under this Section 2.03(b), a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such occurrenceprepayment and (y) to the extent practicable, at 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 principal amount of each Loan (or portion thereof) to be prepaid.

Mandatory. (i) If (A) the Company or any Loan Party of its Subsidiaries Disposes of any property (Collateral other than pursuant to clause (i), (ii), (iii), (ivDispositions under Section 7.24(ii) or (v) of Section 5.02(e)7.24(iii) or (B) any Casualty Event occursDisposition of Equity Interests in Restricted Subsidiaries that hold only Excluded Assets, which in the aggregate results in the realization or receipt by any Loan Party such Person of Net Cash Proceeds in excess of U.S.$20,000,000$1,000,000 or (B) the Company or any of its Restricted Subsidiaries suffers an Event of Loss which results in the realization by such Person of Net Cash Proceeds in excess of $1,000,000, the Borrower Company shall make a prepayment in each case prepay, within three Business Days after receipt thereof by such Person, an aggregate principal amount of Advances Loans equal to the product of (I) 100% of such Net Cash Proceeds less the percentage Proceeds; provided that (x) with respect to all or a portion of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the any Net Cash Proceeds realized or received with respect to (y) under a Disposition, within 60 days and (z) a Casualty Event, within five Business Days, Disposition described in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.08(b)(i) with respect 2.05(b)(i)(A), at the election of the Company (as notified by the Company to such portion of such Net Cash Proceeds that the Borrower shall have, Administrative Agent on or prior to such date, given written notice to the Administrative Agent of its (or such Loan Party’s) reinvestment of, or written intent to reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days third Business Day following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (andof Dispositions of Collateral), in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period)); provided that (1) so long as an Event of no Default shall have occurred and be continuing, no Loan Party shall be permitted the Company or such Subsidiary may reinvest Net Cash Proceeds arising from any Disposition of Fuse Network Assets or Equity Interests in a Person, all material assets of which constitute Fuse Network Assets, plus up to make any such reinvestments ($75,000,000 in the aggregate of other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event Net Cash Proceeds, in operating assets which constitute Collateral within 180 days after the receipt of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds and (y) with respect to any Net Cash Proceeds of casualty insurance or condemnation awards realized due to an Event of Loss described in this Section 2.05(b)(i)(B), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to such third Business Day following receipt of such Net Cash Proceeds of casualty insurance or condemnation awards), and so long as no Default shall have occurred and be continuing, the Company or such Subsidiary may apply within 180 days (or, if such replacement or repair could not reasonably completed within 180 days, such period shall be extended for a reasonable period of time to permit completion of such replacement and repair so long as the replacement or repair of the asset or assets that suffered the Event of Loss is being diligently pursued by the Company or such Subsidiary) after the receipt of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received; and provided further, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the AdvancesLoans. (ii) The Borrower If the Company Disposes of any Core Excluded Asset (other than where such Disposition is pursuant to a Tax Incentive Transfer) which results in the realization by the Company of Net Cash Proceeds, the Company shall prepay an aggregate principal amount of Loans equal to 50% of the portion of such Net Cash Proceeds that is not reinvested in operating assets of the Company and its Restricted Subsidiaries within 365 days after receipt of such Net Cash Proceeds; provided that if any Default shall have occurred and be required continuing, the Company shall not be permitted to prepay all Advances upon the occurrence of a Change of Controlreinvest such Net Cash Proceeds in operating assets. (iii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness permitted under clauses (i) and (iii) through (ix) of Section 7.14 and Permitted Financings), the Company shall prepay an aggregate principal amount of Loans equal to (x) 100% of all Net Cash Proceeds received therefrom at any time that the Total Leverage Ratio is greater than 3.50:1.00, (y) 50% of all Net Cash Proceeds received therefrom at any time that the Total Leverage Ratio is greater than 3.00:1.00 but less than or equal to 3.50:1.00, and (z) 0% of all Net Cash Proceeds received therefrom at any time that the Total Leverage Ratio is less than or equal to 3.00:1.00, in the case of clauses (y) and (z), provided that such Indebtedness was incurred in compliance with this Credit Agreement (otherwise such percentage shall be 100%). (iv) If for any Governmental Authority reason the Total Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (Aother than the L/C Borrowings) condemnsin an aggregate amount equal to such excess. (v) Prepayments made pursuant to this Section 2.05(b), nationalizesfirst, seizesshall be applied ratably to the L/C Borrowings and the Swing Line Loans, attachessecond, compulsorily acquiresshall be applied ratably to the outstanding Loans pro rata to the Revolving Credit Facility and each Incremental Facility, confiscates or otherwise expropriates if any, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments required pursuant to clause (directly or indirectly i) through measures tantamount to expropriation(iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all or substantially all L/C Borrowings, Swing Line Loans and Loans outstanding at such time and the Cash Collateralization of the property remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Revolving Credit Facility and each Incremental Facility, if any shall be automatically and permanently reduced on a pro rata basis by the Reduction Amount as set forth in Section 2.06(b)(i). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the assets of any Loan Party or of the share capital of any Loan PartyRevolving Credit Lenders, (B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be required to prepay all Advances within 45 days after such occurrenceas applicable.