Common use of Mandatory Clause in Contracts

Mandatory. (i) If for any reason the Total Outstandings at any time exceed the Commitment then in effect, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount equal to such excess. (ii) To the extent that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) If for the Company or any reason the Total Outstandings at of its Subsidiaries Disposes of any time exceed the Commitment then property permitted by Section 7.05(f) in effect, the Borrower shall immediately prepay or repay all outstanding Loans excess of $500,000 in an aggregate amount equal to such excess. (ii) To the extent that the aggregate amount during the term of this Agreement, which results in the realization by such Person of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal yearProceeds, the Borrower Borrowers shall apply prepay an aggregate principal amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below). (ii) Upon the incurrence or issuance by the Company 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 outstanding an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in accordance with no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below). (iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.03(b)(iv2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below). (iv) Mandatory prepayments under Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.03(b2.05(b) shall be applied applied, first, to outstanding Loans with no corresponding permanent reduction the principal repayment installments of the CommitmentsTerm Loans 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). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. (v) Prepayments of If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans under and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.03 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time. (vi) 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 subject applied ratably to Section 3.05the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, to the extent interest is required to be paid pursuant to Section 2.06(c)third, shall be accompanied used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. 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 accrued and unpaid interest on or notice to or from the principal amount Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to be prepaid to but excluding reimburse the date of paymentL/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) If for any reason Within five Business Days after financial statements have been (or were required to have been) delivered pursuant to Section 6.01(a) and the Total Outstandings at any time exceed the Commitment then in effectrelated Compliance Certificate has been (or is required to have been) delivered pursuant to Section 6.02(a), the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% of Excess Cash Flow for the Fiscal Year of Borrower (commencing with the Fiscal Year ending February 23, 2013) covered by (or which would have been covered by) such excessfinancial statements over (B) the aggregate principal amount of Loans prepaid pursuant to Section 2.03(a) during the Fiscal Year of Holdings covered by (or which would have been covered by) such financial statements, except to the extent such prepayments occurred in connection with a refinancing of such Loans with other Indebtedness (such prepayments to be applied as set forth in clause (v) below); provided that (x) 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 3.00 to 1.00 but greater than 2.00 to 1.00 and (y) 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) To If the extent that 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 aggregate amount realization by such Person of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal yearProceeds, the Borrower shall apply prepay an aggregate principal amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount 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 prepay outstanding Loans be applied as set forth in clause (v) below); provided, however, that so long as no Event of Default shall have occurred and be continuing, the Borrower or any other Restricted Subsidiary may reinvest all or any portion of 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 Loans as set forth in this Section 2.03(b)(ii). (iii) Upon the incurrence or issuance by Borrower or any 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) 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 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 to invest 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 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). (ivv) Mandatory prepayments under Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.03(b) 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 outstanding 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 with no corresponding permanent reduction 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 Commitments. applicable Class or Classes not so declining such prepayment (vwith 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) Prepayments 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 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 shall be subject to Section 3.05, and, 2.03(b) (without giving effect to the extent interest is required to be paid pursuant to Section 2.06(cfirst 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 and unpaid 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 prepayment 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 to but excluding the date of paymentprepaid.

Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (l)) or any Casualty Event occurs, which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of such Net Cash Proceeds (or, if the Borrower or any of its Subsidiaries has incurred Indebtedness that is permitted under Section 7.02 that is secured, on an equal and ratable basis with the Term A Loans, by a Lien on the Collateral permitted under Section 7.01, and such Indebtedness is required to be prepaid or redeemed with the net proceeds of any such Disposition or Casualty Event, then such lesser percentage of such Net Cash Proceeds such that such Indebtedness receives no greater than a ratable percentage of such Net Cash Proceeds based on the aggregate principal amount of Term A Loans and such Indebtedness then outstanding) 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 5-day period provided below (such prepayments to be applied as set forth in clause (iii) and subject to clauses (iv) and (v) 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 5 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 (x) may reinvest all or any portion of such Net Cash Proceeds in assets that are used or useful in the business of the Borrower and its Subsidiaries so long as within 12 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed or (y) may enter into a binding commitment to reinvest all or any portion of such Net Cash Proceeds in such assets so long as such binding commitment is entered into within 12 months after the receipt of such Net Cash Proceeds and within 18 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the next succeeding proviso, no prepayment under this Section 2.05(b)(i) shall be required with respect to that portion of such Net Cash Proceeds that the Borrower elects to reinvest in accordance with the immediately preceding clause (x) or (y); and provided, further, however, that any Net Cash Proceeds not so applied in accordance with clause (x) or (y) of the immediately preceding proviso shall be promptly, but in any event within five Business Days after the end of the applicable reinvestment period, applied to the prepayment of the Term A Loans as set forth in this Section 2.05(b)(i). (ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (x) not expressly permitted to be incurred or issued pursuant to Section 7.02 or (y) that constitutes Refinancing Commitments, Refinancing Loans or Refinancing Equivalent Debt, 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 receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (iii) below and subject to clause (iv) below). (iii) Each prepayment of Term A Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied ratably to the Term A Loans then outstanding and to the principal repayment installments thereof as directed by the Borrower. (iv) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or any 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 clause (i) or (ii) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds 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 Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.05(b) to be applied to prepay Term A Loans exceeds $1,000,000, in which case the prepayment amount shall be such excess over $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 by this Section 2.05(b). 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 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 Term A 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) Notwithstanding any other provisions of this Section 2.05(b), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(b)(i) (a “Foreign Disposition”) or the Net Cash Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) are prohibited or delayed by applicable local Law from being repatriated to the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied to prepay Term A Loans at the time provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local Law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local Law, such repatriation will be promptly effected and an amount equal to such repatriated Net Cash Proceeds will be promptly (and in event not later than two (2) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Term A Loans pursuant to this Section 2.05(b) to the extent otherwise provided herein and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event would have a material adverse tax consequence with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Commitment then in effectRevolving Credit Facility at such time, the Borrower shall immediately prepay or repay all outstanding Revolving Credit Loans, L/C Borrowings and Swing Line Loans and/or Cash Collateralize such L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iivii) To Prepayments of the extent that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent Revolving Credit Facility made pursuant to clause (5%vi) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b) 2.05(b), first, shall be applied ratably to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 L/C Borrowings and Swing Line Loans, second, shall be subject applied ratably to Section 3.05the outstanding Revolving Credit Loans, and, to the extent interest is required to be paid pursuant to Section 2.06(c)third, shall be accompanied 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 accrued and unpaid interest on or notice to or from the principal amount Borrower) to be prepaid to but excluding reimburse the date of paymentapplicable L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) If for Holdings or any reason of its Subsidiaries (x) Disposes of any property (other 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 Section 7.05(j), Section 7.05(k) or Section 7.05(l)) or in connection with the Total Outstandings at any time exceed Sydney Sale) which results in the Commitment then in effect, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount equal to realization by such excess. (ii) To the extent that the aggregate amount Person of Net Cash Proceeds in excess of Asset Sales and Net Cash Proceeds an aggregate amount of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year$12,000,000 per Fiscal Year, the Borrower Borrowers shall apply prepay (or Cash Collateralize, as applicable) an aggregate principal amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount Pro Rata Obligations equal to 100% of such Net Cash Proceeds in excess of such $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 such Fiscal Year or (y) Disposes of any real property located in Australia, the Australian Borrower shall prepay an aggregate principal amount of Australian Dollar Term A Loans equal to 100% of the Net Cash Proceeds of such Disposition (in each case such prepayments (or Cash Collateralization) to be applied as set forth in paragraphs (v) and (vii) below). (ii) [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 outstanding Loans (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 accordance with Section 2.03(b)(ivparagraphs (v) and (vii) below). (iv) Mandatory prepayments under 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 2.03(b2.05(b), the Borrowers shall prepay (or Cash Collateralize, as applicable) shall 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 to outstanding Loans with no corresponding permanent reduction of the Commitmentsas set forth in paragraphs (v) and (vii) below). (v) Prepayments Each prepayment (or Cash Collateralization, as applicable) of Loans under Pro Rata Obligations pursuant to this Section 2.03 2.05(b) shall be subject 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 interest is required any excess remains, in accordance with the first sentence of this Section 2.05(b)(v). (vi) If for any 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 (other than the L/C Borrowings) (in an aggregate amount equal to be paid 105% of the face amount thereof) in an aggregate amount sufficient to reduce the Total Revolving Credit Outstandings to the aggregate Revolving Credit Commitments. If the Administrative Agent notifies Holdings at any time that the Total Revolving Credit Outstandings denominated in Alternative Currencies as of the applicable Revaluation Date exceeds an amount equal to 103% of the Alternative Currency Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the 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 2.06(c2.05(b), first, shall be accompanied applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans held by accrued and unpaid interest on all Revolving Credit Lenders in accordance with their Applicable Percentages, and, third, shall be used to Cash Collateralize the principal amount 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 prepaid applied ratably to but excluding the date outstanding Revolving Credit Loans. (viii) The Borrowers shall, within five (5) Business Days of paymentthe 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) If for any reason Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the Total Outstandings at any time exceed the Commitment then in effectrelated Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall immediately prepay or repay all outstanding an aggregate principal amount of Loans in an aggregate 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 excessfinancial statements commencing with the fiscal year ended December 31, 2009 minus (B) the aggregate amount of voluntary principal prepayments of the Loans (except prepayments of (x) Swing Line Loans and (y) Revolving Credit Loans unless accompanied by a corresponding permanent commitment reduction of the Revolving Credit Facility); provided, that such percentage shall be reduced to 0% if the Leverage Ratio as of the last day of the prior fiscal year was less than 2.50:1.00. (ii) To (A) If (x) Holdings 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(a), (b), (c), (d) (to the extent constituting a Disposition by any Subsidiary that is not a Loan Party to a Loan Party), (e), (g), (h), (i), (j) or (k)) or (y) any Casualty Event occurs, which in the aggregate amount results in the realization or receipt by Holdings or such Subsidiary of Net Cash Proceeds Proceeds, in excess of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year$1,000,000, the Borrower shall apply (1) give written notice to the Administrative Agent thereof on or prior to the date of the realization or receipt of such Net Cash Proceeds and (2) except to the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(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 Loans in an amount equal to 100% of such excess all Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). received therefrom within two (iii2) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence Business Days of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds thereof by the Borrower Holdings or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) If for any reason Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the Total Outstandings at any time exceed related Compliance Certificate has been delivered pursuant to Section 6.02(b) (commencing with the Commitment then in effectFiscal Year ended December 31, 2007), the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% of Excess Cash Flow for the Fiscal Year covered by such excessfinancial statements over (B) the aggregate principal amount of Term B Loans prepaid pursuant to Section 2.05(a)(i) to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that such percentage shall be reduced to 25% if the Consolidated Leverage Ratio as of the last day of the Fiscal Year covered by such financial statements was less than or equal to 4.25:1.00 but greater than or equal to 3.75:1.00. No payment of any Loans shall be required under this Section 2.05(b)(i) if the Consolidated Leverage Ratio as of the last day of the Fiscal Year covered by such financial statements was less than 3.75:1.00 (such prepayments to be applied as set forth in clauses (v) and (viii) below). (iiA) To If the extent that Borrower or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05 (a) through (e) or (h) through (i)) which results in the aggregate amount realization by such Person of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal yearProceeds, the Borrower shall apply prepay an aggregate principal amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds in excess of $5.0 million immediately upon receipt thereof by such Person (such prepayments to prepay outstanding Loans be applied as set forth in clauses (v) and (viii) below); provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.03(b)(iv2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing); provided further that following a default under the Senior Notes Indenture, with respect to the Net Cash Proceeds of a Disposition of Collateral only, no such prepayment shall be required to the extent the Borrower or any Restricted Subsidiary uses a portion of such Net Cash Proceeds to prepay, offer to purchase or otherwise set aside a pro rata portion of Senior Notes pursuant to the provisions of the Senior Notes Indenture requiring a prepayment, offer to purchase or other setting aside with the proceeds from any Disposition of property. (ivB) Mandatory prepayments under this Section 2.03(bWith respect to any Net Cash Proceeds realized or received with respect to any Disposition, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within fifteen (15) months following receipt thereof, within one hundred and eighty (180) days of the date of such legally binding commitment but in any event no earlier than the fifteenth month following receipt of such Net Cash Proceeds; provided that if any 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 or if an Event of Default is continuing, an amount equal to 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 outstanding Loans with no corresponding permanent reduction be or cannot be so reinvested or the occurrence of the CommitmentsEvent of Default, as applicable, to the prepayment of the Term B Loans as set forth in this Section 2.05; provided further that following a default under the Senior Notes Indenture, with respect to the Net Cash Proceeds of a Disposition of Collateral only, no such prepayment shall be required to the extent the Borrower or any Restricted Subsidiary uses a portion of such Net Cash Proceeds to prepay, offer to purchase or otherwise set aside a pro rata portion of Senior Notes pursuant to the provisions of the Senior Notes Indenture requiring a prepayment, offer to purchase or other setting aside with the proceeds from any Disposition of property. (iii) 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 7.02), 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 Restricted Subsidiary. (A) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (ii) or (iii) 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 Restricted Subsidiary; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(iv)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(iv)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing); provided further that following a default under the Senior Notes Indenture, with respect to the Net Cash Proceeds of a Disposition of Collateral only, no such prepayment shall be required to the extent the Borrower or any Restricted Subsidiary uses a portion of such Net Cash Proceeds to prepay, offer to purchase or otherwise set aside a pro rata portion of Senior Notes pursuant to the provisions of the Senior Notes Indenture requiring a prepayment, offer to purchase or other setting aside with the proceeds from any Disposition of property. (B) With respect to any Net Cash Proceeds realized or received with respect to any Extraordinary Receipt, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within fifteen (15) months following receipt thereof, within one hundred eighty (180) days of the date of such legally binding commitment but in any event no earlier than the fifteenth month following receipt of such Net Cash Proceeds; provided that if such Net Cash Proceeds were received as a result of the loss of an entire hospital facility, such 180 day period shall be increased to 360 days; provided further that if any 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 or if an Event of Default is continuing, an amount equal to 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 or the occurrence of the Event of Default, as applicable, to the prepayment of the Term B Loans as set forth in this Section 2.05; provided further that following a default under the Senior Notes Indenture, with respect to the Net Cash Proceeds of a Disposition of Collateral only, no such prepayment shall be required to the extent the Borrower or any Restricted Subsidiary uses a portion of such Net Cash Proceeds to prepay, offer to purchase or otherwise set aside a pro rata portion of Senior Notes pursuant to the provisions of the Senior Notes Indenture requiring a prepayment, offer to purchase or other setting aside with the proceeds from any Disposition of property. (v) Prepayments Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term B 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 (viii) of this Section 2.05(b). (vi) Notwithstanding any of the other provisions of clause (ii), (iii) or (iv) of this Section 2.05(b), so long as no 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 clause (ii), (iii) or (iv) of this Section 2.05(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 $5,000,000, 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 2.05(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 by this Section 2.05(b). Upon the occurrence of an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.03 2.05(b) (without giving effect to the first and second sentences of this clause (vi)) but which have not previously been so applied. (vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Commitments 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 L/C Borrowings) 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 the Total Revolving Credit Outstandings exceed the Aggregate Revolving Commitments then in effect. (viii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be subject applied ratably to Section 3.05the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, to the extent interest is required to be paid pursuant to Section 2.06(c)third, shall be accompanied used to Cash Collateralize the remaining L/C Obligations; 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 (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by accrued the Borrower for use in the ordinary course of its business; and unpaid interest on the principal amount 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 be prepaid or from the Borrower or any other Loan Party) to but excluding reimburse the date of paymentL/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (iA) If for any reason the Total Outstandings at any time exceed the Commitment then in effect, the Borrower shall immediately prepay or repay all outstanding Loans any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05 (except pursuant to Sections 7.05(j) or 7.05(k)) which results in an aggregate amount equal to the realization by such excess. (ii) To the extent that the aggregate amount Person of Net Cash Proceeds in excess of Asset Sales and Net Cash Proceeds an aggregate amount of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended $10,000,000 per fiscal year, the Borrower shall apply prepay (or Cash Collateralize, as applicable) an aggregate principal amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount Pro Rata Obligations equal to 100% of such Net Cash Proceeds in excess of such $10,000,000 no later than five (5) Business Days following receipt thereof by such Person (such prepayments (or Cash Collateralization) to be applied as set forth in clauses (v) and (vii) below) and (B) notwithstanding anything to the contrary in subclause (A) above, if at the time of any Disposition pursuant to Section 7.05(l) the Total Facility Amount is in excess of $350,000,000 (the “Facility Cap”), the Borrower shall prepay outstanding (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom no later than five (5) Business Days following receipt thereof by the Borrower or such Subsidiary (such prepayments (or Cash Collateralization) to be applied as set forth in clauses first and second of clause (v) below and clause (vii) below) but only to the extent required to reduce the Total Facility Amount to the Facility Cap and, if after giving effect to the application of proceeds described in clause first of clause (v) below, there remain any Net Cash Proceeds from the Disposition pursuant to Section 7.05(l), the Incremental Capacity shall be reduced on a dollar for dollar basis in an amount equal to such remainder to the extent required to reduce the Total Facility Amount to the Facility Cap). (ii) In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending September 30, 2012), the Borrower shall, no later than 95 days after the end of such Fiscal Year (or, in the case of the Fiscal Year ending September 30, 2012, 120 days after the end of such Fiscal Year), prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to the ECF Percentage of such Consolidated Excess Cash Flow less an amount equal to the aggregate principal amount of Term Loans voluntarily prepaid by the Borrower during such Fiscal Year pursuant to Section 2.05(a) with internally generated cash of the Borrower (and not from the proceeds of Indebtedness or the sale or issuance of Equity Interests and excluding any Term Loans purchased pursuant to Section 10.06(b)(vii)) (such amount, the “Excess Cash Flow Amount”), to be applied as set forth in accordance with clauses (v) and (vii) below); provided that in respect of the mandatory prepayment required pursuant to this Section 2.03(b)(iv2.05(b)(ii) for the Fiscal Year ending September 30, 2012, such prepayment shall be in amount equal to the Excess Cash Flow Amount for such Fiscal Year multiplied by the 2012 ECF Pro Ration Amount. (iii) 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 (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments (or Cash Collateralization) to be applied as set forth in clauses (v) and (vii) below). (iv) Mandatory prepayments under 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), (ii), or (iii) of this Section 2.03(b2.05(b), the Borrower shall prepay (or Cash Collateralize, as applicable) shall 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 five (5) Business Days following receipt thereof by such Person (such prepayments (or Cash Collateralization) to be applied to outstanding Loans with no corresponding permanent reduction of the Commitmentsas set forth in clauses (v) and (vii) below. (v) Prepayments Each prepayment (or Cash Collateralization, as applicable) of Loans under Pro Rata Obligations pursuant to this Section 2.03 2.05(b) shall be subject to Section 3.05applied, andfirst, to the extent interest is required Term Loans held by all Term Lenders in accordance with their Applicable Percentages (allocated to be paid pursuant the next four principal repayment installments thereof and, thereafter, on a pro rata basis to Section 2.06(cthe remaining principal repayment installments thereof and the repayment at the final maturity thereof), shall be accompanied by accrued and unpaid interest on second, any excess after the principal amount application of such proceeds in accordance with clause first above, to be prepaid to but excluding the date of payment.Revolving Credit Facility in the manner set forth in clause

Mandatory. (i) If for any reason Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the Total Outstandings at any time exceed the Commitment then in effectrelated Compliance Certificate has been delivered pursuant to Section 6.02(b) (such payment date, the Borrower “Excess Cash Flow Payment Date”), the Borrowers shall immediately prepay or repay all outstanding Loans in an aggregate principal amount of Loans equal to the excess (if any) of (A) the Applicable Prepayment Percentage of Excess Cash Flow for the Fiscal Year covered by such excessfinancial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a) during such Fiscal Year (such prepayments to be applied as set forth in clause (iv) below). (ii) To If any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e), (f), (i) or (j)) which results in the extent that the aggregate amount realization by such Person of Net Cash Proceeds in excess of Asset Sales and Net Cash Proceeds of Casualty Events received by $5,000,000, individually or in the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal yearaggregate during any Fiscal Year, the Borrower Borrowers shall apply prepay an aggregate principal amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds that are in excess of $5,000,000 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iv) 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 Borrowers (as notified by the Borrowers 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 180 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated or a definitive agreement with respect to such purchase shall have been entered into by the Borrowers (as certified by the Borrowers in writing to the Administrative Agent); 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 Net Cash Proceeds received in connection with any Disposition of ABL Priority Collateral (as such term is defined in the Intercreditor Agreement) shall not be required to be used to prepay outstanding Term Loans to the extent that such Net Cash Proceeds are used to prepay the revolving loans under the Revolving Credit Agreement. (iii) Upon the incurrence or issuance by any Loan Party or any of their Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Sections 7.02(a) - (m), Section 7.02(n)(ii) and Sections 7.02 (o) – (v)), the Borrowers 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 accordance with clause (iv) below); provided that any prepayment of Loans pursuant to this Section 2.03(b)(iv2.05(b)(iii) shall be made at a premium if and to the extent required by Section 2.05(e). (iv) Mandatory prepayments under Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.03(b2.05(b) shall be applied ratably to outstanding each Series of Term Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 and shall be subject to Section 3.05, and, applied to the extent interest is required to Term B Repayment Amounts and New Term Loan Repayment Amounts, as the case may be, on a pro rata basis, and each such prepayment shall be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date Lenders in accordance with their respective Applicable Percentages of paymentsuch Series.

Mandatory. (i) If Prior to the consummation of a Qualified MLP IPO, within five Business Days after the delivery of financial statements pursuant to Sections 8.03(b) and (c), commencing with the financial statements for any reason the Total Outstandings at any time exceed the Commitment then in effectFiscal Quarter ending March 31, 2014, the Borrower shall immediately prepay pay to the Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii), an aggregate amount equal to (x) 75.0% of the Excess Cash Flow for the applicable Fiscal Quarter minus (y) the amount of voluntary prepayments of Term Advances under Section 2.04(a) during such Fiscal Quarter paid from Internally Generated Cash and (z) the amount of mandatory prepayments of Term Loans under this Section 2.04(b) during such Fiscal Quarter (other than subclause (i)(x) of this clause (b)) to the extent made from amounts that increased Net Income. No mandatory prepayments shall be required from Excess Cash Flow following the consummation of a Qualified MLP IPO. (ii) If no later than the fifth Business Day following the date of receipt of any Asset Sale Proceeds by any of the Loan Parties (other than in respect of (A) any sale, transfer or repay all outstanding Loans other disposition permitted under Sections 8.02(e)(i) through (v), (vii) and (viii) and (B) sales, leases or licenses out of other assets for aggregate consideration of less than $750,000 with respect to any transaction or series of related transactions and less than $1,000,000 in the aggregate during any Fiscal Year), the Borrower shall not have delivered a Reinvestment Notice in respect thereof, then the Borrower shall pay to the Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii), an aggregate amount equal to the amount of such Asset Sale Proceeds; provided that, if the Borrower shall have delivered a Reinvestment Notice in respect of any Asset Sale Proceeds, then (1) the Loan Parties shall be permitted to use such Asset Sale Proceeds to make a Permitted Investment to the extent that such Asset Sale Proceeds are applied by a Loan Party to such Permitted Investment within 12 months of such Asset Sale, and (2) to the extent that the conditions set forth in clause (1) above are not satisfied, no later than the first Business Day following the failure by the Borrower to satisfy such conditions, the Borrower shall pay to the Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii), an aggregate amount equal to the remaining amount (if any) of such Asset Sale Proceeds not otherwise applied pursuant to clause (1). (iii) Within one Business Day of the receipt of any Debt Proceeds by any of the Loan Parties the Borrower shall pay to the Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii), an aggregate amount equal to such excess. (ii) To the extent that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv)Debt Proceeds. (iv) Mandatory prepayments under this Section 2.03(b(A) shall be applied to outstanding Loans with If, no corresponding permanent reduction later than the fifth Business Day following the date of receipt of any Insurance Proceeds or Eminent Domain Proceeds by any of the Commitments. (v) Prepayments Loan Parties, the Borrower shall not have delivered written notice of Loans under this Section 2.03 shall be subject a Responsible Officer of the Borrower that the Borrower intends to Section 3.05, and, to the extent interest is required to be paid deliver a Reinvestment Notice or Repair Notice pursuant to Section 2.06(c8.01(x)) in respect thereof (other than Insurance Proceeds in respect of an Electrabel Termination Event, which shall, for the avoidance of doubt be applied within such five Business Day period in accordance with Section 2.04(b)(viii) as provided in this paragraph), then the Borrower shall pay to the Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii) an aggregate amount equal to the amount of such Insurance Proceeds or Eminent Domain Proceeds, as applicable; provided that, if the Borrower shall have delivered any such notice in respect of any such Insurance Proceeds or Eminent Domain Proceeds, then the Loan Parties shall be accompanied by accrued and unpaid interest on the principal amount permitted to be prepaid to but excluding the date of paymentapply such proceeds in accordance with Section 8.01(x).

Mandatory. (a) Within five (5) Business Days after financial statements have been or are required to have been delivered pursuant to Section 6.01(1) and the related Compliance Certificate has been or is required to have been delivered pursuant to Section 6.02(1) (such date, the “ECF Due Date”), commencing with the delivery of financial statements for the fiscal year ended December 31, 2018, the Borrower shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid, an aggregate principal amount of Term Loans (the “ECF Payment Amount”) equal to 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus the sum of all voluntary prepayments of: (i) If for any reason the Total Outstandings at any time exceed the Commitment then in effect, the Borrower shall immediately prepay or repay all outstanding Term Loans made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an aggregate amount amount, in the case of prepayments pursuant to Section 2.05(1)(e), equal to the discounted amount actually paid in respect of the principal amount of such excess.Term Loans and only to the extent that such Loans have been cancelled); (ii) To Credit Agreement Refinancing Indebtedness and Permitted Incremental Equivalent Debt, in each case to the extent secured in whole or in part on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies); and (iii) Revolving Loans and loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis with the aggregate First Lien Obligations under this Agreement (but without regard to the control of remedies) (in each case of this clause (iii) (and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction in the corresponding Revolving Commitments or other revolving commitments); in the case of each of the immediately preceding clauses (i), (ii) and (iii), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Net Excess Cash Proceeds Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of Asset Sales such fiscal year and Net Cash Proceeds in each case to the extent such prepayments are not funded with the proceeds of Casualty Events received Funded Debt (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term Loans pursuant to this Section 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by which the Borrower and its Restricted Subsidiaries in a ECF Payment Amount for such fiscal year exceeds five percent $5,000,000, (5%x) of Consolidated the ECF Percentage shall be 25% if the First Lien Net Tangible Assets of the Borrower Leverage Ratio as of the end of the most recently ended fiscal yearyear covered by such financial statements was less than or equal to 1.75 to 1.00 and greater than 1.25 to 1.00 and (y) the ECF Percentage shall be 0% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 1.25 to 1.00; provided, further, that: (A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such portion of Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(a) shall apply an amount equal to 100% be reduced accordingly (provided that the portion of such excess Net Excess Cash Proceeds Flow allocated to prepay outstanding the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.03(b)(iv2.05(2)(a)); and (B) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a). (iiii) In the event that If (x) the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from makes an Asset Sale or (y) any Casualty Event occurs, which results in the issuance realization or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary of Net Proceeds, the Borrower shall prepay, or cause to be prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds, subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(g) and (h) of this Section 2.05, an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Net Proceeds Percentage”) of all Net Proceeds realized or received; provided that no prepayment shall be required pursuant to this Section 2.05(2)(b)(i) with respect to such portion of such Net Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment to reinvest) in accordance with Section 2.05(2)(b)(ii); provided, further, that: (A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(b)(i) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time), to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(b)(i) shall be reduced accordingly (provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Net Proceeds shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i)); (B) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Net Proceeds, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i). (ii) With respect to any Net Proceeds realized or received with respect to any Asset Sale or any Casualty Event, the Borrower or any Restricted Subsidiary, apply at its option, may reinvest all or any portion of such Net Proceeds in assets useful for their business within (x) twelve months following receipt of such Net Proceeds or (y) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment; provided that, if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after such reinvestment election, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05. (c) [Reserved]. (d) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness (i) not expressly permitted to be incurred or issued pursuant to Section 7.02 or (ii) that constitutes Other Loans or Credit Agreement Refinancing Indebtedness, in each case, incurred or issued to refinance any Class (or Classes) of Term Loans resulting in Net Proceeds (as opposed to such Credit Agreement Refinancing Indebtedness or Other Loans arising out of an exchange of existing Term Loans for such Credit Agreement Refinancing Indebtedness or Other Loans), the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Term Loans of any Class or Classes (in each case, as directed by the Borrower) equal to 100% of all Net Proceeds received therefrom on or prior to the date which is one (1) Business Day after the receipt by the Borrower or such Restricted Subsidiary of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv)Proceeds. (ivi) Mandatory prepayments Except as otherwise set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment, each prepayment of Term Loans required by Sections 2.05(2)(a), (b) and (d)(i) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower, shall be applied pro rata to Term Lenders within such Class of Term Loans, based upon the outstanding principal amounts owing to each such Term Lender under this Section 2.03(b) such Class of Term Loans and shall be applied to outstanding reduce such remaining scheduled installments of principal within such Class of Term Loans with no corresponding permanent reduction in direct order of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.maturity; provided that:

Mandatory. (i) If (A) the Company or any of its Subsidiaries Disposes of any Collateral other than (x) 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”), or (B) the Company or any of its Restricted Subsidiaries suffers an Event of Loss, which in each case, together with all other Mandatory Prepayment Dispositions made and Events of Loss suffered at any time since the Original Closing Date, result in the realization by the Loan Parties, collectively, of Net Cash Proceeds from Mandatory Prepayment Dispositions and Events of Loss in an aggregate amount in excess of $75,000,000 (for the avoidance of doubt, excluding any Net Cash Proceeds excluded under the preceding subclause (i)(A)(x)), the Company shall in each case prepay, within three Business Days after receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash 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 than 2.50:1.00, such percentage shall be reduced to 75% of such Net Cash 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 respect to all or a portion of any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)(A), 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 Dispositions of Collateral), and so long as no Default shall have occurred and be continuing, the Company or such Subsidiary may reinvest Net Cash Proceeds arising from such Disposition in operating assets which constitute Collateral within 365 days after the receipt of 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 Loans. (ii) 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 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. (iii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Commitment then in effectRevolving Credit Facility at such time, the Borrower Company shall immediately prepay or repay all outstanding 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. (iiiv) To Prepayments made pursuant to this Section 2.05(b), first, except to the extent that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by Incremental Term Lenders under an Incremental Term Facility have otherwise agreed, shall be applied ratably to the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans under the Initial Term Facility and each Incremental Term Facility, if any, 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 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 accordance with Section 2.03(b)(iv). the case of prepayments required pursuant to clause (i) through (iii) In of this Section 2.05(b), the event that amount remaining, if any, after the Borrower or any Restricted Subsidiary shall receive Net prepayment in full of all L/C Borrowings, Swing Line Loans and Loans outstanding at such time and the Cash Proceeds from Collateralization of the issuance or incurrence of Indebtedness for money borrowed remaining L/C Obligations in full (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt sum of such Net Cash Proceeds prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower or such Restricted SubsidiaryCompany for use in the ordinary course of its business, apply an amount equal to 100% 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 such Net any Letter of Credit that has been Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b) Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to outstanding Loans with no corresponding permanent reduction of or from the CommitmentsCompany or any other Loan Party) to reimburse the L/C Issuers or the Revolving Credit Lenders, as applicable. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) If for any reason The Net Cash Proceeds from the Total Outstandings at any time exceed sale of Collateral (other than as set forth in clauses (i) or (ii) of the Commitment then definition of Certain Permitted Dispositions) shall be applied to repay the Revolving Credit Advances (but not reduce the Revolving Credit Commitment). (ii) In each case the Net Cash Proceeds referred to in effectthis subsection are not applied to repay advances under the Term Loan Facility, the Borrower shall immediately Borrowers shall, on the applicable Prepayment Date with respect to Net Cash Proceeds received by any Loan Party from (A) the sale, lease, transfer or other disposition including any and all involuntary dispositions, whether by condemnation, casualty loss or otherwise, of any assets of any Loan Party or any of its Subsidiaries (other than (w) any sale, lease, transfer or other disposition of assets referred to in clause (i), (ii), (iii) or (iv) of the definition of Certain Permitted Dispositions and (x) and sale, lease transfer or other disposition of assets the Net Cash Proceeds of which are reinvested in assets used in the operation of the business within 18 months of receipt of such proceeds), (B) the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt permitted to be incurred or issued pursuant to Section 5.02(b)) and (C) 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 (A) or (B) above (other than any Extraordinary Receipts which are reinvested in assets used in the operation of the business within 18 months of receipt of such proceeds), prepay or repay all outstanding Loans an aggregate principal amount of the Advances comprising part of the same Borrowings (with application to be made in accordance with clause (v) of this Section 2.06(b)), in an aggregate amount equal to such excess. (ii) To the extent that the aggregate amount of such Net Cash Proceeds Proceeds. Each such prepayment shall be applied to the Revolving Credit Facility as set forth in clause (v) below. For the avoidance of Asset Sales and Net Cash Proceeds of Casualty Events received by doubt, mandatory prepayments shall not permanently reduce the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv)Commitments. (iii) In The Borrowers shall, on each Business Day, prepay an aggregate principal amount of the event that Revolving Credit Advances comprising part of the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from same Borrowings, the issuance or incurrence Letter of Indebtedness for money borrowed Credit Advances and the Swing Line Advances (other than any cash proceeds from the issuance with application to be made in accordance with clause (v) of Indebtedness permitted pursuant to this Section 7.012.06(b)) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply in an amount equal to 100% the amount by which (A) the sum of (I) 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 (II) the aggregate Available Amount of all Letters of Credit then outstanding, exceeds (B) the lesser of the Revolving Credit Facility and the Loan Value on such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv)Business Day. (iv) Mandatory prepayments under this Section 2.03(b) shall be applied The Borrowers, jointly and severally, agree to, on each Business Day, pay to the Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding Loans with no corresponding permanent reduction exceeds the Letter of the CommitmentsCredit Facility on such Business Day. (v) Prepayments of Loans the Revolving Credit Facility made pursuant to clause (i), (ii), (iii) or (iv) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, and third applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (ii) or (iii) above, the amount remaining (if any) after the prepayment in full of the Advances then outstanding (the sum of such prepayment amounts in respect of Revolving Credit Advances, Letter of Credit Advances and Swing Line Advances, and remaining amount being referred to herein as the “Reduction Amount”) may be retained by the Borrowers. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Collateral Account, such funds shall be applied to reimburse the Issuing Bank or Lenders, as applicable. (vi) All prepayments under this Section 2.03 subsection (b) shall be subject to Section 3.05, and, made together with accrued interest thereof to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 8.04. If any payment of Eurodollar Rate Advances otherwise required to be prepaid made under this Section 2.06(b) would be made on a day other than the last day of the applicable Interest Period thereon, each Borrower may direct the Administrative Agent to but excluding (and if so directed, the date Administrative Agent shall) deposit such payment in an account maintained with the Administrative Agent until the last day of paymentthe applicable Interest Period at which time the Administrative Agent shall apply the amount of such 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 last day of the applicable Interest Period therefor.

Mandatory. (i) If for any reason the Total Outstandings at any time exceed the Commitment then in effectWithin twenty (20) days after financial statements are required to be delivered pursuant to Section 6.01(a), the Borrower Company shall immediately prepay or repay all outstanding cause to be prepaid an aggregate Dollar Amount of Term Loans in an aggregate amount equal to (A) the ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such excessfinancial statements (commencing with the fiscal year ended June 30, 2008) 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. (ii) To (A) If (x) Holdings, the extent that Company 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), (b), (c), (d), (e), (f), (g), (h), (i) or (m)) or (y) any Casualty Event occurs, which in the aggregate amount results in the realization or receipt by Holdings, the Company or such Restricted Subsidiary of Net Cash Proceeds Proceeds, the Company shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of Asset Sales and the realization or receipt of such Net Cash Proceeds an aggregate Dollar Amount of Casualty Events received by the Borrower and its Restricted Subsidiaries Term Loans in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess all Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event received; provided that the Borrower or any Restricted Subsidiary no such prepayment shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted be required pursuant to this Section 7.012.05(b)(ii)(A) the Borrower shall within three Business Day following the receipt with respect to such portion of such Net Cash Proceeds by that the Borrower Company shall have, on or prior to such Restricted Subsidiarydate, apply an amount equal given written notice to 100% the Administrative Agent of such Net Cash Proceeds its intent to prepay outstanding Loans reinvest in accordance with Section 2.03(b)(iv2.05(b)(ii)(B). (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.;

Mandatory. (i) If for If, at any reason time, the Total Outstandings at any such time exceed the Commitment then in effectMaximum Revolving Credit, then, within one Business Day, the Borrower Borrowers shall immediately prepay or repay all the outstanding Loans and/or the Cash Collateralize the outstanding L/C Obligations (including by depositing funds in the L/C Cash Collateral Account pursuant to Section 2.04(h)(i)) in an aggregate amount sufficient to reduce the amount of Total Outstandings as of such date of payment to an amount less than or equal to the Maximum Revolving Credit; provided, however, that, subject to the provisions of Section 2.04(h)(ii), the Borrowers 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 Maximum Revolving Credit above at such excesstime. (ii) To At any time following the extent that occurrence and during the aggregate amount continuation of a Liquidity Period, within five Business Days following the receipt of any Net Cash Proceeds in respect of Asset Sales and any Disposition of Collateral or any Net Cash Insurance/Condemnation Proceeds (other than any Disposition (A) permitted by Section 7.05(a), (b), (c), (d), (h) or (i), or (B) in the ordinary course of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets business of the Borrower as of the end of the most recently ended fiscal yearBorrowers and their respective Subsidiaries), the Borrower Borrowers shall apply an amount equal to 100% of such excess Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as applicable, received with respect thereto to prepay the outstanding principal amount of the Loans in accordance with Section 2.03(b)(iv)and/or Cash Collateralize the outstanding L/C Obligations, and the Borrowers shall deliver an updated Borrowing Base Certificate to the Administrative Agent on the date of any such Disposition or receipt of Net Insurance/Condemnation Proceeds. (iii) In Prepayments of the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted Facilities made pursuant to this Section 7.01) 2.06(b), shall be applied, first, to the Borrower shall within three Business Day following L/C Borrowings, Swingline Loans or Protective Advances, second, ratably to the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv)and third, to Cash Collateralize the remaining L/C Obligations. (iv) Mandatory In the case of prepayments under of the Facilities required pursuant to clause (i) or (ii) of this Section 2.03(b) 2.06(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 their business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held in the L/C Cash Collateral Account shall be applied (without any further action by or notice to outstanding Loans with no corresponding permanent reduction of or from the CommitmentsBorrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) If for any reason The Borrower shall, not later than three Business Days after the Total Outstandings at any time exceed date of receipt of the Commitment then in effect, Net Cash Proceeds by the Borrower or any of its Subsidiaries from: (A) the sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries (other than any property or assets expressly permitted to be sold, leased, transferred or otherwise disposed of pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e)); (B) the incurrence or issuance by the Borrower or any of its Subsidiaries of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to clause (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) or (xiii) of Section 5.02(b)); and (C) the issuance or sale by the Borrower or any Subsidiary thereof (which is or will be as a result thereof subject to the Securities Exchange Act of 1934, as amended) of any Equity Interests therein (other than (i) the issuance by the Borrower of (a) its common stock pursuant to equity incentive or benefit plans of the Borrower, (b) Equity Interests to effect any acquisition permitted under Section 5.02(f) hereof, provided that in the case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof are used within 180 days of such issuance to effect such acquisition, and any such proceeds not so used by such 180th day shall immediately prepay be applied as a prepayment as provided herein, (c) Debt or repay all outstanding Loans Redeemable Preferred Interests permitted under Section 5.02(b)(viii) or Section 5.02(b)(xii) hereof, or (d) Equity Interests in connection with a redemption of Subordinated Debt to the extent contemplated in Section 5.02(i) and, (ii) the issuance by any Subsidiary of the Borrower of any Equity Interests therein (a) to the Borrower or to another Subsidiary thereof, or (b) to any other Person or Persons in an aggregate amount in any one transaction or series of related transactions not in excess of $10,000,000), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to such excess. (iix) To 100% of the amount of the Net Cash Proceeds in respect of any sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries referred to in subclause (b)(i)(A) above to the extent that such Net Cash Proceeds have not been reinvested within the aggregate amount applicable reinvestment period as provided in Section 5.02(e)(vi); (y) the first $200,000,000 of Net Cash Proceeds from the incurrence or issuance by the Borrower or any of Asset Sales its Subsidiaries of all Debt referred to in subclause (b)(i)(B) above plus 50% of any such Net Cash Proceeds in excess of $200,000,000; and (z) 50% of the amount of the Net Cash Proceeds of Casualty Events received the issuance or sale by the Borrower of any Equity Interests referred to in subclause (b)(i)(C), and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) the case of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence sale by any Subsidiary of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following of Equity Interests referred to in subclause (b)(i)(C) above, 50% of an amount equal to the receipt Borrower’s Percentage of such Net Cash Proceeds; provided, however, that prepayments of Net Cash Proceeds from the issuance or sale by the Borrower or any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above shall not be required if, after giving pro forma effect to such Restricted Subsidiaryissuance or sale, apply the Borrower has a Leverage Ratio of less than 2.75:1.00. Each prepayment of advances required to be made pursuant to this subclause (i) shall first be applied on a pro rata basis between the Term Facilities, and with respect to each Term Facility, applied on a pro rata basis against the respective principal repayment installments thereof, and thereafter applied to the Revolving Credit Facility in the manner set forth in this Section 2.06(b). (ii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances and, if applicable, deposit an amount into the L/C Cash Collateral Account equal to 100% the amount by which (A) the sum of (1) the aggregate principal amount of all Revolving Credit Advances, Letter of Credit Advances and Swing Line Advances outstanding on such Net Business Day and (2) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Revolving Credit Facility on such Business Day (after giving effect to any permanent reduction thereof pursuant to Section 2.05 on such Business Day). (iii) The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit into the L/C Cash Proceeds Collateral Account an amount sufficient to prepay cause the aggregate amount on deposit in the L/C Cash Collateral Account on such Business Day to equal the amount by which (A) the aggregate Available Amount of all Letters of Credit outstanding Loans in accordance with on such Business Day exceeds (B) the Letter of Credit Facility on such Business Day (after giving effect to any permanent reduction thereof pursuant to Section 2.03(b)(iv2.05 on such Business Day). (iv) Mandatory prepayments under Prepayments of the Revolving Credit Facility made pursuant to clause (i), (ii) or (iii) of this Section 2.03(b) 2.06(b), first, shall be applied to prepay Letter of Credit Advances outstanding Loans with no corresponding permanent reduction at such time until all such Letter of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05Credit Advances are paid in full, and, to the extent interest is required to be paid pursuant to Section 2.06(c)second, shall be accompanied applied to prepay Swing Line Advances outstanding at such time until all such Swing Line Advances are paid in full, third, shall be applied to prepay Revolving Credit Advances comprising part of the same Borrowings and outstanding at such time until all such Revolving Credit Advances are paid in full and, fourth, shall be deposited into the L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of all Letters of Credit outstanding at such time; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.06(b), the amount remaining, if any, after the prepayment in full of all Advances outstanding at such time and the 100% cash collateralization of the aggregate Available Amount of all Letters of Credit outstanding at such time (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by accrued the Borrower for use in the ordinary course of its business, and unpaid interest the Letter of Credit Facility shall be automatically and permanently reduced as set forth in Section 2.05(b)(iii). Upon the drawing of any Letter of Credit for which funds are on deposit in the principal amount L/C Cash Collateral Account, such funds shall be applied (without any further action by or notice to be prepaid or from the Borrower or any other Loan Party) to but excluding reimburse the date of paymentIssuing Bank or the Revolving Credit Lenders, as applicable.

Mandatory. (i) Beginning with the fiscal year ending December 31, 2016, within ten (10) 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 Borrowers shall prepay an aggregate principal amount of Loans equal to (I) the excess (if any) of the ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements over (II) (x) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in clauses (vi) and (ix) below) and (y) the aggregate principal amount of Revolving Credit Loans prepaid pursuant to Section 2.05(a)(i) and accompanied by a permanent reduction in the Revolving Credit Commitment equal to the amount of such prepayment pursuant to Section 2.06(a); (ii) If any Loan Party or any of its Subsidiaries Disposes of any property pursuant to Section 7.05(f) or (p) or pursuant to a transaction not otherwise permitted by Section 7.05 which results in the realization by such Person of Net Cash Proceeds in excess of $1,000,000 in any fiscal year, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within five (5) Business Days receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (ix) 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 Borrowers (as notified by the Borrowers 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 two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period), such purchase shall have been consummated (as certified by the Borrowers 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 Loans as set forth in this Section 2.05(b)(ii). (iii) [Intentionally Omitted]. (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), the Borrowers 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 (vi) and (ix) below). (v) Upon any Casualty/Condemnation 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 Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess of $1,000,000 in any fiscal year received therefrom within five (5) Business Days after receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of a Casualty/Condemnation Receipt, at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Borrowers shall not be required to prepay Loans hereunder in respect of such Net Cash Proceeds to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in assets used or useful in the business of such Loan Party or its Subsidiaries within two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) 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)(v). (vi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the next four (4) principal repayment installments under the Term A Facility in direct order of maturity, second, to the remaining principal repayment installments under the Term A Facility (other than the final scheduled installment due on the Maturity Date) on a pro-rata basis and, third, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.05(b). (vii) Notwithstanding any other provisions of this Section 2.05(b), (i) to the extent that any of or all the Net Cash Proceeds of any Asset Sale by a Non-Guarantor Subsidiary (a “Non-Guarantor Disposition”), the Net Cash Proceeds of any Casualty/Condemnation Receipt from a Non-Guarantor Subsidiary (a “Non-Guarantor Recovery Event”), or Excess Cash Flow attributable to any Non-Guarantor Subsidiary is prohibited or delayed by applicable local law from being repatriated to the applicable Borrowers, an amount equal to the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to prepay Loans and, instead, such amounts may be retained so long, but only so long, as the applicable local law will not permit repatriation to the applicable Borrowers (the Borrowers hereby agree to cause the applicable Non-Guarantor Subsidiary to use commercially reasonable efforts to take actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, an amount equal to such Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two (2) Business Days after such repatriation) be offered to be applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent that the Borrowers have determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Non-Guarantor Disposition, any Non-Guarantor Recovery Event or attributed Excess Cash Flow would have a material adverse tax cost consequence (after Holdings, the Borrowers and/or the applicable Non-Guarantor Subsidiary have used commercially reasonable efforts to take actions to reduce such tax consequences and after taking into account available foreign tax credits) with respect to such Net Cash Proceeds or Excess Cash Flow, an amount equal to the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Non-Guarantor Subsidiary, provided that, in the case of this clause (ii) on or before that date on which any such Net Cash Proceed or Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to Section 2.05, the Borrowers may apply an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow has been received by the Borrowers (net of additional taxes that would be payable had such amounts actually been repatriated). (viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Commitment then in effectRevolving Credit Facility at such time, the Borrower Borrowers shall immediately prepay or repay all outstanding 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. (iiix) To the extent that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets Prepayments of the Borrower as 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 (without a corresponding reduction of the end Revolving Credit Commitments), 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 Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (x) Upon the receipt by any Loan Party of the most recently ended fiscal yearproceeds of any Specified Equity Contribution pursuant to Section 8.04, such Loan Party shall promptly prepay the Borrower shall apply an amount equal to 100% of Term Loans with such excess Net Cash Proceeds to prepay outstanding Loans proceeds which will be applied in accordance with Section 2.03(b)(iv2.05(a)(i). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) [reserved]. (ii) If (x) the Borrower or any Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Sections 7.05(a), (b), (d), (e), (g), (h), (i), (k), (l) or (p)), or (y) any Casualty Event occurs, which results in the realization or receipt by the Borrower or Subsidiary of Net Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(x) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Subsidiary of such Net Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of all such Net Proceeds received. (iii) [reserved]. (iv) If the Borrower or any Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such Subsidiary of such Net Proceeds. (v) If for any reason the Total Outstandings aggregate Revolving Credit Exposures at any time exceed exceeds the Commitment aggregate Revolving Credit Commitments then in effecteffect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall immediately promptly prepay or repay all outstanding cause to be promptly prepaid Revolving Credit Loans in an aggregate amount equal to such excess. (iivi) To the extent that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries Except with respect to Loans incurred in connection with any Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans less than pro rata basis in accordance with Section 2.03(b)(ivits terms). , (iiiA) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence each prepayment of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted Term Loans pursuant to this Section 7.012.05(b) the Borrower shall within three Business Day following the receipt be applied ratably to each Class of Term Loans then outstanding (provided that any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Net Cash Proceeds by the Borrower or such Restricted SubsidiaryClass of Incremental Term Loans); (B) with respect to each Class of Term Loans, apply an amount equal each prepayment pursuant to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). clauses (i) through (iv) Mandatory prepayments under of this Section 2.03(b2.05(b) shall be applied to outstanding Loans the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity; and (C) each such prepayment shall be paid to the Lenders in accordance with no corresponding permanent reduction their respective Pro Rata Shares of the Commitmentssuch prepayment. (vvii) Prepayments The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid made pursuant to clauses (i) through (iv) of this Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount 2.05(b) at least four (4) Business Days prior to be prepaid to but excluding the date of paymentsuch 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 will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.

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 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 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 Commitment then in effectRevolving Credit Facility at such time, the Borrower shall immediately prepay or repay all outstanding 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) To or (v) of this Section 2.05(b), the extent that amount remaining, if any, after the aggregate 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 of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received being, collectively, the “Reduction Amount”) may be retained by the Borrower and for use in the ordinary course of its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) business. Upon the drawing of Consolidated Net Tangible Assets any Letter of the Borrower as of the end of the most recently ended fiscal yearCredit that has been Cash Collateralized, the Borrower funds held as Cash Collateral shall apply an amount equal be applied (without any further action by or notice to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that or from the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from other Loan Party) to reimburse the issuance L/C Issuer or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted SubsidiaryRevolving Credit Lenders, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv)as applicable. (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) If 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 any reason the Total Outstandings at any time exceed fiscal year ended November 30, 2008) and the Commitment then in effectrelated Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate principal amount of Term Loans equal to the excess (if any) of (A) 50% (such excesspercentage 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) To the extent that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent If (5%A) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed its Subsidiaries Disposes of any property (other than any cash proceeds from Disposition of any property permitted by Section 7.05 (other than clause (h) thereof)) or (B) any Casualty Event occurs, which results in the issuance realization by such Person of Indebtedness permitted pursuant to Section 7.01) Net Cash Proceeds, the Borrower shall shall, within three five Business Day following the Days of receipt of such Net Cash Proceeds by the Borrower or such Restricted SubsidiaryProceeds, apply prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds (such prepayments to be applied as set forth in clause (iv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or a Casualty Event described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the fifth Business Day after the date of receipt of such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (including any Permitted Acquisitions) within (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 (in each case, 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 (or no longer intended to be 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 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 outstanding 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 accordance with Section 2.03(b)(ivclause (iv) below). (iv) Mandatory prepayments under Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.03(b2.05(b) shall be applied ratably to outstanding Loans with no corresponding permanent reduction each of the Commitments. (v) Prepayments of Loans under this Section 2.03 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 subject 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, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) For each Fiscal Year commencing with the Fiscal Year ending on or about December 31, 2011, 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(a), (or, if not delivered when required hereunder, after such financial statements and Compliance Certificate are required to be delivered pursuant to Sections 6.01(a) and 6.02(a), respectively) the Borrower shall prepay an aggregate principal amount of Loans equal to the Excess Cash Flow Percentage of Excess Cash Flow for the Fiscal Year covered by such financial statements (such prepayments to be applied as set forth in clauses (vii), (ix) and (x) below). (ii) If any Loan Party Disposes of any property or assets (other than any Disposition of any property permitted by Section 7.04(a), (b), (c), (d), or (e) or Section 7.05(a), (b), (d), (f), (h) or (i)) which results in the realization by such Person of Net Cash Proceeds in excess of $500,000 or such Loan Party receives cash proceeds from insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings) or condemnation or eminent domain proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly (but in any event within one (1) Business Day thereafter) upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vii), (ix) and (x) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or cash proceeds of insurance or condemnation or eminent domain described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date such payment would otherwise be due), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds or proceeds of insurance or condemnation or eminent domain in operating assets or to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received so long as within three hundred and sixty-five (365) days after the receipt of such Net Cash Proceeds, (x) such purchase, replacement, repair or reimbursement shall have been consummated or (y) the Borrower or such Subsidiary shall have entered into a binding contract to consummate such purchase, replacement, repair or reimbursement within three hundred and sixty-five (365) days after the date of such binding agreement and shall thereafter complete such purchase, replacement, repair or reimbursement in such three hundred and sixty-five (365) day period (in each case, 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 within such required time periods shall be immediately applied to the prepayment of the Loans as set forth in this clause (ii) and clauses (vii), (ix) and (x) below. (iii) Upon the sale or issuance by any Loan Party of any of its Equity Interests (other than Excluded Issuances), the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom promptly (but in any event within one (1) Business Day thereafter) upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vii), (ix) and (x) below). (iv) 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 promptly (but in any event within one (1) Business Day thereafter) upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vii), (ix) and (x) below). (v) Upon the receipt by any Loan Party or any of its Subsidiaries of any Specified Equity Contribution, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within two (2) Business Days upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vii), (ix) and (x) below). (vi) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party, and not otherwise included in clause (ii), (iii), (iv) or (v) or of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess of $500,000 received therefrom immediately upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vi), (viii) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds resulting from Extraordinary Receipts, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date such payment would otherwise be due), and so long as no Event of 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 three hundred and sixty-five (365) days after the receipt of such Net Cash Proceeds, (x) such reinvestment shall have been consummated or (y) the Borrower or such Subsidiary shall have entered into a binding contract to consummate such reinvestment within three hundred and sixty-five (365) days after the date of such binding agreement and shall thereafter complete such reinvestment in such three hundred and sixty-five (365) day period (in each case, 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 within such required time periods shall be immediately applied to the prepayment of the Loans as set forth in this clause (vi) and clauses (vii), (ix) and (x) below. (vii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loan 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 (viii) of this Section 2.05(b). 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, if applicable, and (B) paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Commitment then in effectRevolving Credit Facility at such time, the Borrower shall immediately prepay or repay all outstanding 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. (ix) 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 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) To or (v) of this Section 2.05(b), the extent that amount remaining, if any, after the aggregate amount prepayment in full of Net all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Proceeds Collateralization of Asset Sales and Net Cash Proceeds of Casualty Events received the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business (the sum of such prepayment amounts, cash collateralization amounts and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal yearremaining amounts being, collectively, the Borrower “Reduction Amount”). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall apply an amount equal be applied (without any further action by or notice to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that or from the Borrower or any Restricted Subsidiary other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (x) Amounts to be applied as provided in this clause (b) to the prepayment of Loans of any Class shall receive Net Cash Proceeds from be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application shall, at the issuance or incurrence option of Indebtedness the Borrower, be applied to prepay Eurodollar Rate Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for money borrowed (other than the Loans of such Class. The Administrative Agent shall apply any cash proceeds from deposited in the issuance Prepayment Account for any Class of Indebtedness permitted pursuant Loans to Section 7.01) the Borrower shall within three Business Day following the receipt prepay Eurodollar Rate Loans of such Net Cash Proceeds Class on the last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Loans of such Class 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 or such Restricted Subsidiarywith the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, apply an amount equal to 100% including the exclusive right of such Net Cash Proceeds to prepay outstanding Loans withdrawal for application in accordance with Section 2.03(b)(ivthis clause (b). . The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Rate Loans of such Class to be prepaid; provided, however, that (ivi) Mandatory prepayments under this Section 2.03(bthe Administrative Agent shall not be required to make any investment that, in its judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be applied subjected to outstanding Loans with no corresponding permanent reduction a first priority perfected security interest in favor of the Commitments. Administrative Agent and (viii) Prepayments if any Event of Loans under this Section 2.03 Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be subject in the sole discretion of the Administrative Agent. The Borrower shall indemnify the Administrative Agent for any losses relating to Section 3.05such investments in Cash Equivalents so that the amount available to prepay Eurodollar Rate Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, andthe Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account. If the maturity of the Loans has been accelerated pursuant to Article VIII, the Administrative Agent may, in its sole discretion, apply such funds to satisfy any of the Obligations related to such Class of Loans. The Borrower hereby pledges and assigns to the Administrative Agent, for the benefit of the Secured Parties, to secure the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentObligations each Prepayment Account so established.

Mandatory. (i) If for any reason the Total Outstandings at any time exceed the Commitment then in effectBorrower Disposes of a Vessel, the Borrower Borrowers shall immediately prepay or repay all outstanding Loans in an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received from such excess.Disposition immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) below); (ii) To If an Event of Loss shall occur in relation to a Vessel, the extent that Borrowers shall prepay the aggregate principal amount of Net Cash Proceeds the Loans on the date of Asset Sales and Net Cash Proceeds receipt of Casualty Events received by the Borrower and its Restricted Subsidiaries insurance proceeds or other compensation attributable thereto in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds 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 outstanding the aggregate principal amount of the Loans on such 180th day by an amount equal to the amount of insurance against total loss required to be maintained in accordance with Section 2.03(b)(iv)respect of such Vessel pursuant to the Preferred Vessel Mortgage thereon. (iii) In Each prepayment of Loans pursuant to this Section 2.05(b) shall be applied, first, to the event that Term 2 Facility to the Borrower or 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 Restricted Subsidiary shall receive 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 issuance or incurrence Disposition of Indebtedness for money borrowed (other than any cash proceeds from asset constituting Collateral in accordance with Section 7.05(g), the issuance Borrowers shall prepay an aggregate principal amount of Indebtedness permitted pursuant the Loans equal to Section 7.01) 100% of the Borrower shall within three Business Day following the receipt Net Cash Proceeds of such Net Cash Proceeds 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 from the Borrower or such Restricted SubsidiaryDisposition of any asset not constituting Collateral in accordance with Section 7.05(h), apply the Borrowers shall prepay an aggregate principal amount of the Loans equal to 100% the Lender’s Allocated Percentage of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction after the repayment of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest any Indebtedness that is secured by such asset that is required to be paid pursuant to Section 2.06(c)repaid in connection with such transaction, shall be accompanied other than Indebtedness under the Loan Documents) immediately upon receipt thereof by accrued and unpaid interest on the principal amount such Person (such prepayments to be prepaid to but excluding the date of paymentapplied as set forth in clause (iii) above).

Mandatory. (a) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(1) and the related Compliance Certificate has been delivered pursuant to Section 6.02(1), commencing with the delivery of financial statements for the fiscal year ended December 31, 2018, the Borrower shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid, an aggregate principal amount of Term Loans (the “ ECF Payment Amount”) equal to 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus the sum of (x) all voluntary prepayments of (i) If for any reason the Total Outstandings at any time exceed the Commitment then in effect, the Borrower shall immediately prepay or repay all outstanding Term Loans made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an aggregate amount amount, in the case of prepayments pursuant to Section 2.05(1)(e), equal to the discounted amount actually paid in respect of the principal amount of such excess.Term Loans and only to the extent that such Loans have been cancelled), (ii) To Credit Agreement Refinancing Indebtedness and Permitted Incremental Equivalent Debt, in each case to the extent that secured in whole or in part on a pari passu basis with the aggregate amount First Lien Obligations under this Agreement (but without regard to the control of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal yearremedies), the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv).and (iii) In Revolving Loans and loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis with the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments First Lien Obligations under this Section 2.03(bAgreement (but without regard to the control of remedies) shall be applied (in each case of this clause (iii) (and with respect to outstanding Loans with no corresponding permanent reduction of the Commitments. any revolving facility under clause (vii) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, andabove), to the extent interest is required to be paid pursuant to Section 2.06(caccompanied by a permanent reduction in the corresponding Revolving Commitments or other revolving commitments), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.plus

Mandatory. (i) Beginning with the fiscal year ending December 31, 2018, within ten (10) 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 Borrowers shall prepay an aggregate principal amount of Loans equal to (I) the excess (if any) of the ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements over (II) (x) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in clauses (vi) and (ix) below) and (y) the aggregate principal amount of Revolving Credit Loans prepaid pursuant to Section 2.05(a)(i) and accompanied by a permanent reduction in the Revolving Credit Commitment equal to the amount of such prepayment pursuant to Section 2.06(a); (ii) If any Loan Party or any of its Subsidiaries Disposes of any property pursuant to Section 7.05(f) or (p) or pursuant to a transaction not otherwise permitted by Section 7.05 which results in the realization by such Person of Net Cash Proceeds in excess of $1,000,000 in any fiscal year, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within five (5) Business Days receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (ix) 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 Borrowers (as notified by the Borrowers 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 two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period), such purchase shall have been consummated (as certified by the Borrowers 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 Loans as set forth in this Section 2.05(b)(ii). (iii) [Intentionally Omitted]. (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), the Borrowers 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 (vi) and (ix) below). (v) Upon any Casualty/Condemnation 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 Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess of $1,000,000 in any fiscal year received therefrom within five (5) Business Days after receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of a Casualty/Condemnation Receipt, at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Borrowers shall not be required to prepay Loans hereunder in respect of such Net Cash Proceeds to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in assets used or useful in the business of such Loan Party or its Subsidiaries within two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) 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)(v). (vi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the next four (4) principal repayment installments under the Term A Facility in direct order of maturity, second, to the remaining principal repayment installments under the Term A Facility (other than the final scheduled installment due on the Maturity Date) on a pro rata basis and, third, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.05(b). (vii) Notwithstanding any other provisions of this Section 2.05(b), (i) to the extent that any of or all the Net Cash Proceeds of any Asset Sale by a Non-Guarantor Subsidiary (a “Non-Guarantor Disposition”), the Net Cash Proceeds of any Casualty/Condemnation Receipt from a Non-Guarantor Subsidiary (a “Non-Guarantor Recovery Event”), or Excess Cash Flow attributable to any Non-Guarantor Subsidiary is prohibited or delayed by applicable local law from being repatriated to the applicable Borrowers, an amount equal to the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to prepay Loans and, instead, such amounts may be retained so long, but only so long, as the applicable local law will not permit repatriation to the applicable Borrowers (the Borrowers hereby agree to cause the applicable Non-Guarantor Subsidiary to use commercially reasonable efforts to take actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, an amount equal to such Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two (2) Business Days after such repatriation) be offered to be applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent that the Borrowers have determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Non-Guarantor Disposition, any Non-Guarantor Recovery Event or attributed Excess Cash Flow would have a material adverse tax cost consequence (after Holdings, the Borrowers and/or the applicable Non-Guarantor Subsidiary have used commercially reasonable efforts to take actions to reduce such tax consequences and after taking into account available foreign tax credits) with respect to such Net Cash Proceeds or Excess Cash Flow, an amount equal to the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Non-Guarantor Subsidiary, provided that, in the case of this clause (ii) on or before that date on which any such Net Cash Proceed or Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to Section 2.05, the Borrowers may apply an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow has been received by the Borrowers (net of additional taxes that would be payable had such amounts actually been repatriated). (viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Commitment then in effectRevolving Credit Facility at such time, the Borrower Borrowers shall immediately prepay or repay all outstanding 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. (iiix) To the extent that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets Prepayments of the Borrower as 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 (without a corresponding reduction of the end Revolving Credit Commitments), 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 Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (x) Upon the receipt by any Loan Party of the most recently ended fiscal yearproceeds of any Specified Equity Contribution pursuant to Section 8.04, such Loan Party shall promptly prepay the Borrower shall apply an amount equal to 100% of Term Loans with such excess Net Cash Proceeds to prepay outstanding Loans proceeds which will be applied in accordance with Section 2.03(b)(iv2.05(a)(i). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) If The Borrower shall, no later than the 15th day following the date on which it delivers the financial statements referred to in Section 5.03(d) (but in any event within 100 days after the end of each Fiscal Year), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to 75% of the amount of Excess Cash Flow for any reason such Fiscal Year, provided, however, that if the Total Outstandings Leverage Ratio at any time exceed the Commitment then in effectend of such fiscal year before giving effect to such payment is less than 2.00 to 1.00, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate principal amount of the Advances comprising part of the same Borrowing equal to 50% of the amount of Excess Cash Flow for such excessFiscal Year. Each such prepayment of any Advances shall be applied as follows: first, subject to Section 2.06(c), ratably to the Term Facilities and ratably to the remaining principal installments thereof, and second, to the extent that no Term Advances remain outstanding, permanently to reduce the Revolving Credit Facility as set forth in clause (v) below. (ii) To The Borrower shall, on the date of receipt of the Net Cash Proceeds by it or any of its Subsidiaries from (A) the sale, lease, transfer or other disposition of any assets by it or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to Section 5.02(e)(i) to (v)), (B) the incurrence or issuance by it or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to Section 5.02(b)), (C) the sale or issuance by it or any of its Subsidiaries of any capital stock or other ownership or profit interest (including, without limitation, any capital contribution), any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest, (D) any Extraordinary Receipt received by or paid to or for the account of it or any of its Subsidiaries and not otherwise included in clause (A), (B) or (C) above, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to (x) the amount of the Net Cash Proceeds received under clauses (B) and (D), (y) the amount of the Net Cash Proceeds received under clause (A), provided, however, that up to an aggregate of $5,000,000 of such amount shall not be required so to be prepaid and (z) 50% of the amount of the Net Cash Proceeds received under clause (C). Each such prepayment of any Advances shall be applied as follows: first, subject to Section 2.06(c), ratably to the Term Facilities and ratably to the remaining principal installments thereof, and second, to the extent that no Term Advances remain outstanding, permanently to reduce the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries Revolving Credit Facility as set forth in a fiscal year exceeds five percent clause (5%v) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv)below. (iii) In The Borrower shall, on each Business Day, prepay an aggregate principal amount of the event that Revolving Credit Advances comprising part of the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from same Borrowings and the issuance or incurrence Letter of Indebtedness for money borrowed Credit Advances equal to the amount by which the sum of the aggregate principal amount of (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01x) the Borrower shall within three Business Day following Revolving Credit Advances, and (y) the receipt Letter of such Net Cash Proceeds by Credit Advances then outstanding plus the Borrower or such Restricted Subsidiary, apply an amount equal to 100% aggregate Available Amount of such Net Cash Proceeds to prepay all Letters of Credit then outstanding Loans in accordance with Section 2.03(b)(iv)exceeds the Revolving Credit Facility. (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05The Borrower shall, andon each Business Day, pay to the extent interest is required Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to be paid pursuant cause the aggregate amount on deposit in such Account to Section 2.06(c), shall be accompanied equal the amount by accrued and unpaid interest which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on the principal amount to be prepaid to but excluding the date of paymentsuch Business Day.

Mandatory. (i) If for any reason The Borrower shall, on the 90th day following the end of each Fiscal Year, (A) if the Total Outstandings at any time exceed Debt/EBITDA Ratio is greater than or equal to 5.50:1.00, prepay an aggregate principal amount of the Commitment then in effect, Advances comprising part of the Borrower shall immediately prepay or repay all same Borrowings outstanding Loans under the Term Facilities in an aggregate amount equal to the Excess Cash Flow Amount for such excessFiscal Year and (B) if the Total Debt/EBITDA Ratio is less than 5.50:1.00, prepay an aggregate principal amount of the Working Capital Advances outstanding on such date in an amount equal to the Excess Cash Flow Amount for such Fiscal Year. Each prepayment made pursuant to clause (A) above shall be applied ratably to the Term Facilities in accordance with, and subject to the terms of, clause (iv) below and each prepayment made pursuant to clause (B) above shall be applied to the Working Capital Facility as set forth in clause (vii) below. (A) The Borrower shall, on the date of receipt of the Net Cash Proceeds by any Loan Party or any of its Subsidiaries from (I) the sale, lease, transfer or other disposition of any assets of any Loan Party or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii), (iii), (iv) To or (v) of Section 5.02(e) and other than the sale of assets pursuant to clause (vi) of Section 5.02(e) to the extent that the aggregate amount of Net Cash Proceeds of Asset Sales such sale do not exceed, in the aggregate from the First Closing Date, $10,000,000), (II) the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to clause (i), (ii) or (iii) of Section 5.02(b)) and (III) 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 (I) or (II) above, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to the amount of such Net Cash Proceeds. Each such prepayment shall be applied first ratably to the Term Facilities in accordance with, and subject to the terms of, clause (iv) below and second to the Working Capital Facility as set forth in clause (vii) below. (B) The Borrower shall, on the date of receipt of the Net Cash Proceeds by Parent from the sale or issuance by Parent of Casualty Events received any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit 59 53 interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest, in each case from the IPO, prepay an aggregate principal amount of the Working Capital Advances comprising part of the same Borrowings in an amount equal to sum of (I) the lesser of (x) $150,000,000 and (y) the sum of (1) $100,000,000 plus (2) to the extent such Net Cash Proceeds exceed $275,000,000 (such amount being the "Excess Amount") an amount equal to 50% of the Excess Amount plus (II) any Net Cash Proceeds not otherwise applied to prepay the Subordinated Notes as provided in Section 5.02(k). Each such prepayment shall be applied to the Working Capital Facility as set forth in clause (vii) below. (C) The Borrower shall, on the date of receipt (or such later date as may be specified below) of the Net Cash Proceeds by Parent from the sale or issuance by Parent of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest, in each case as a result of an equity offering following the IPO, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to (1) if Total Debt/EBITDA Ratio at such time is greater than or equal to 4.00:1.00, 50% of the amount of such Net Cash Proceeds, (2) if Total Debt/EBITDA Ratio at such time is less than 4.00:1.00 but greater than or equal to 3.00:1.00, 50% of the amount by which such Net Cash Proceeds exceed the amount of such Net Cash Proceeds used by the Borrower and its Restricted Subsidiaries to make Investments in a fiscal year exceeds five percent accordance with the provisions of Section 5.02(f) during the nine months immediately following such date, payable 30 days after the nine month anniversary of such date and (5%3) if the Total Debt/EBITDA Ratio at such time is less than 3.00:1.00, zero. Each such prepayment, if any, shall be applied first ratably to the Term Facilities in accordance with, and subject to the terms of, clause (iv) below and second to the Working Capital Facility as set forth in clause (vii) below. (iii) Anything contained in this Section 2.06(b) to the contrary notwithstanding, (A) if, following the occurrence of Consolidated Net Tangible Assets any "Asset Sale" (as such term is defined in the Senior Subordinated Notes Indenture or the Senior Subordinated Discount Notes Indenture) by any Loan Party or any of the Borrower as of the end of the most recently ended fiscal yearits Subsidiaries, the Borrower shall is required to commit by a particular date (a "Commitment Date") to apply or cause its Subsidiaries to apply an amount equal to 100% any of the "Net Proceeds" (as defined in the Senior Subordinated Notes Indenture or the Senior Subordinated Discount Notes Indenture, as the case may be) thereof in a particular manner, or to apply by a particular date (an "Application Date") an amount equal to any such excess "Net Cash Proceeds Proceeds" in a particular manner, in either case in order to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that excuse the Borrower from being required to make an "Asset Sale Offer" (as defined in the Senior Subordinated Notes Indenture or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from Senior Subordinated Discount Notes Indenture, as the issuance of Indebtedness permitted pursuant to Section 7.01case may be) in connection with such "Asset Sale," and the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower have failed to so commit or such Restricted Subsidiary, to so apply an amount equal to 100% of such "Net Cash Proceeds Proceeds" at least 60 days before the Commitment Date or the Application Date, as the case may be, or (B) if the Borrower at 60 54 any other time shall have failed to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b) shall apply or commit or cause to be applied an amount equal to outstanding Loans with any such "Net Proceeds," and, within 60 days thereafter assuming no corresponding permanent reduction further application or commitment of an amount equal to such "Net Proceeds" the Borrower would otherwise be required to make an "Asset Sale Offer" in respect thereof, then in either such case the Borrower shall immediately apply or cause to be applied an amount equal to such "Net Proceeds" to the payment of the CommitmentsAdvances in the manner set forth in Section 2.06(b)(ii) in such amounts as shall excuse the Borrower from making any such "Asset Sale Offer". (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) If 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 any reason the Total Outstandings at any time exceed fiscal year in which the Commitment then in effectClosing Date occurs) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate principal amount of the Facilities equal to the excess (if any) of (A) 50% (such excesspercentage 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) To the extent that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent If (5%A) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed its Subsidiaries Disposes of any property (other than any cash proceeds from Disposition of any property permitted by Section 7.05 (other than clause (h) thereof)) or (B) any Casualty Event occurs, which results in the issuance realization by such Person of Indebtedness permitted pursuant to Section 7.01) Net Cash Proceeds, the Borrower shall shall, within three five Business Day following the Days of receipt of such Net Cash Proceeds by Proceeds, prepay an aggregate principal amount of the Borrower or such Restricted Subsidiary, apply an amount Facilities equal to 100% of such Net Cash Proceeds (such prepayments to be applied as set forth in clause (iv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or a Casualty Event described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the fifth Business Day after the date of receipt of such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in any Permitted Acquisitions or in capital assets useful for its business within (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 any Net Cash Proceeds not so reinvested (or no longer intended to be 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 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 (other than clause (s) thereof)), the Borrower shall prepay outstanding Loans 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 accordance with Section 2.03(b)(ivclause (iv) below). (iv) Mandatory prepayments under Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.03(b2.05(b) shall be applied first to outstanding Loans with no corresponding permanent 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 Commitmentsfull 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 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 (without reduction of commitments). (vi) Prepayments of Loans under the Revolving Credit Facility made pursuant to this Section 2.03 2.05(b), first, shall be subject applied ratably to Section 3.05the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, to the extent interest is required to be paid pursuant to Section 2.06(c)third, shall be accompanied 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 accrued and unpaid interest on or notice to or from the principal amount Borrower or any other Loan Party) to be prepaid to but excluding reimburse the date of paymentL/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) If any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d) or (e)) which results in the realization by such Person of Net Cash Proceeds, Holdings shall prepay, or shall cause any other Borrower to prepay, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person; provided that no such prepayment will be required in respect of such Dispositions for the first U.S. $5,000,000 in the aggregate in any fiscal year of Net Cash Proceeds received therefrom. (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(a) through (i)), Holdings shall prepay, or shall cause any other Borrower to 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. (iii) 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 (i) or (ii) of this Section 2.05(b), Holdings shall prepay, or shall cause any other Borrower to 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; provided, that such Net Cash Proceeds are in excess of $1,000,000 in the aggregate per fiscal year, and provided further, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrowers (as notified by the Borrowers 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, prior to or within 180 days after the receipt of such cash proceeds, replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were or will be 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)(iii). (iv) If any Loan Party or any of its Subsidiaries licenses any intellectual property that results in the realization by such Person of Net Cash Proceeds of at least $25,000,000, Holdings shall prepay, or shall cause any other Borrower to prepay, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person. (v) If for any reason the Total Outstandings at any time exceed the Commitment then in effectBorrowing Base at such time, the Borrower Holdings shall immediately prepay prepay, or repay all outstanding shall cause any other Borrower to immediately prepay, Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or to immediately terminate any L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iivi) To If for any reason the extent Total Outstandings at any time exceed the Facility at such time, Holdings shall immediately prepay, or shall cause any other Borrower to 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) If the Administrative Agent notifies the Borrowers at any time that the aggregate amount Outstanding Amount of Net Cash Proceeds of Asset Sales all Loans and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries L/C Obligations denominated in a fiscal year Foreign Currencies at such time exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 105% of the Foreign Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of such excess Net Cash Proceeds to prepay outstanding Loans the Foreign Currency Sublimit then in accordance with Section 2.03(b)(iv)effect. (iiiviii) In Prepayments of the event that the Facility made by any Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to this Section 7.01) 2.05(b), first, shall be applied ratably to the Borrower shall within three Business Day following L/C Borrowings and the receipt Swing Line Loans of such Net Cash Proceeds by Borrower, second, shall be applied ratably to the Borrower or such Restricted Subsidiary, apply an amount equal to 100% outstanding Revolving Credit Loans of such Net Borrower, and, third, if an Event of Default has occurred and is continuing, shall be used to Cash Proceeds to prepay Collateralize the remaining L/C Obligations of such Borrower; and, the amount remaining, if any, after the prepayment in full of all such L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding Loans at such time and the Cash Collateralization of such remaining L/C Obligations in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b) full shall be applied to outstanding Loans with no corresponding permanent reduction the prepayment and Cash Collateralization of the CommitmentsTotal Outstandings of the other Borrowers in the same order of priority and any amounts remaining after such application may be retained by such 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 Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. (vix) Prepayments Notwithstanding any other provision of Loans under this Section 2.03 2.05 or any other provision herein or in any other Loan Document to the contrary, no U.K. Borrower or U.K. Guarantor shall be subject to Section 3.05, and, to the extent interest is liable for or required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on repay any Obligation of the principal amount to be prepaid to but excluding U.S. Loan Parties under the date of paymentLoan Documents.

Mandatory. The Borrower shall, on the date of receipt of the Net Cash Proceeds by any Loan Party or any of its Subsidiaries from (A) the sale, lease, transfer or other disposition of any assets of any Loan Party or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i) If or (iii) of Section 5.02(e) and clause (iii) of Section 5.02(g) if the proceeds are applied in accordance with clause (iv) of Section 5.02(g)), (B) the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to clause (F) or (G) of Section 5.02(b)(ii)), (C) the sale or issuance by any Loan Party or any of its Subsidiaries of any Equity Interests (including, without limitation, receipt of any capital contribution) and (D) any Extraordinary Receipt received by or paid to or for the account of any reason the Total Outstandings at Loan Party or any time exceed the Commitment then of its Subsidiaries and not otherwise included in effectclause (A), the Borrower shall immediately (B) or (C) above, prepay or repay all outstanding Loans in an aggregate amount equal to such excess. (ii) To the extent that the aggregate principal amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets Advances comprising part of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply same Borrowings in an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt amount of such Net Cash Proceeds by Proceeds. Each such prepayment shall be applied ratably to the Working Capital Facility as set forth in clause (iv) below. The Borrower or such Restricted Subsidiaryshall, apply on each Business Day, prepay an aggregate principal amount of the Working Capital Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances in an amount equal to 100% 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 lesser of (x) the Working Capital Facility and (y) the Loan Value of Eligible Collateral on such Net Cash Proceeds Business Day minus the Reserve Amount. Each such prepayment shall be applied ratably to prepay outstanding Loans the Working Capital Facility as set forth in accordance with Section 2.03(b)(iv). clause (iv) Mandatory prepayments under this Section 2.03(b) shall be applied below. The Borrower shall, on each Business Day, pay to outstanding Loans with no corresponding permanent reduction 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 103% of the Commitments. (v) Prepayments amount by which the aggregate Available Amount of Loans under this Section 2.03 shall all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day; provided, however, with respect to any Letters of Credit permitted to be subject to Section 3.05outstanding as of the Termination Date, andthe Borrower shall, on the Termination Date, pay to the extent interest is required Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on cash collateralize 103% of the principal amount to be prepaid to but excluding the date Available Amount of paymentsuch Letters of Credit then outstanding.

Mandatory. (i) If for any reason the Total Outstandings at Loan Party Disposes of any time exceed the Commitment then in effect, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount equal to such excess. (ii) To the extent that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed property (other than any cash proceeds from Disposition of any property permitted by Section 7.05(a), (b), (c), (d) or (e)) which results in the issuance realization by such Person of Indebtedness permitted pursuant to Section 7.01) the Net Cash Proceeds, Borrower shall within three Business Day following the receipt prepay an aggregate principal amount of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount 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 (vi) and (ix) below). (ii) Upon the sale or issuance by any Loan Party of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party), Borrower shall prepay outstanding 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 applied as set forth in accordance with clauses (vi) and (ix) below). (iii) 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 2.03(b)(iv7.03), 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 applied as set forth in clauses (vi) and (ix) below). (iv) Mandatory prepayments under Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.03(b2.05(b), 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 applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, so long as no Default shall have occurred and be continuing, such Loan Party 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 outstanding Loans with no corresponding permanent reduction the prepayment of the Commitments. (v) Prepayments of Loans under as set forth in this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c2.05(b)(iv), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) If for any reason The Company shall, on the Total Outstandings at any time exceed 90th day following the Commitment then in effectend of each Fiscal Year, prepay an aggregate principal amount of the Borrower shall immediately prepay or repay all outstanding Loans Advances comprising part of the same Borrowings in an aggregate amount equal to such excess. (iiA) To to the extent that the Total Leverage Ratio exceeds 4.00:1.00, 75% and (B) to 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 of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries less than $2,500,000 in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets any Fiscal Year of the Borrower as Company), prepay an aggregate principal amount of the end Advances comprising part of the most recently ended fiscal year, the Borrower shall apply same Borrowings in an amount equal to 100% that portion of such excess Net Cash Proceeds that has not been reinvested in the business of the Company and its Subsidiaries prior to such 270th day. Each such prepayment shall be applied as set forth in clause (vii) below. (B) The Company shall, on 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 pursuant to Section 5.02(e)(viii), prepay outstanding Loans an aggregate principal amount of Advances comprising part of the same Borrowings in accordance with an amount equal to such Net Cash Proceeds. Each such prepayment shall be applied as set forth in 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 2.03(b)(iv5.02(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) In The Company shall, on the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence date of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such the Net Cash Proceeds by the Borrower Company or such Restricted Subsidiaryany of its Subsidiaries from the incurrence or issuance by the Company or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to Section 5.02(b)), apply prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to 100% the amount of such Net Cash Proceeds to prepay outstanding Loans Proceeds. Each such prepayment shall be applied as set forth in accordance with Section 2.03(b)(iv)clause (vii) below. (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction The Company shall, on each Business Day, prepay an aggregate principal amount of the CommitmentsRevolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances 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 lesser of the Revolving Credit Facility and the excess of (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. (v) 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) the sum of (x) the aggregate principal amount of the Multicurrency Advances and (y) the aggregate Face Amount of Bankers' Acceptances then outstanding exceeds (B) 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 Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day. (vii) (A) Prepayments of Loans under this Section 2.03 made pursuant to clauses (i), (ii)(A), (ii)(B) and (iii) above shall be subject applied as follows: first, ratably to Section 3.05the Term A Facility, the Term B Facility and, on and after the Conversion Date, the Delayed Draw Facility, in each case ratably to the principal installments thereof, and second, to the extent interest is required that no Term A Advances, Term B Advances or, after the Conversion Date, Delayed Draw Advances remain outstanding, permanently to be paid pursuant reduce the Revolving Credit Facility and, prior to Section 2.06(c)the Conversion Date, shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentDelayed Draw Facility as set forth in clause (viii) or (ix) below, as applicable.

Mandatory. (i) If for any reason On and prior to the Total Outstandings at any time exceed later of the Commitment then in effect, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount equal to such excess. (ii) To the extent that date on which the aggregate amount of the "Commitments" under the ACE INA 364-Day Revolving Credit Facility is reduced to $1,400,000,000 and the date on which the aggregate amount of Commitments is reduced to $500,000,000, the Parent shall, on the date of receipt of the Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower Parent or any of its Subsidiaries (other than ACE INA and its Restricted Subsidiaries) from (A) the sale, lease, transfer or other disposition of any assets of the Parent or any of such Subsidiaries in a fiscal year exceeds five percent (5%other than any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii), (iii) or (v) of Consolidated Net Tangible Assets Section 5.02(d)), (B) the incurrence or issuance by the Parent or any of such Subsidiaries of any Debt for borrowed money (other than under this Agreement) and (C) the sale or issuance by the Parent or any of such Subsidiaries of any Equity Interests (including Preferred Securities) to Persons that are not Affiliates of the Borrower as Loan Parties, prepay an aggregate principal amount of the end Committed Advances comprising part of the most recently ended fiscal year, the Borrower shall apply same Committed Borrowings in an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt amount of such Net Cash Proceeds by Proceeds; provided that no prepayment shall be required to the Borrower or such Restricted Subsidiary, apply an amount equal to 100% extent of such the first $25,000,000 of Net Cash Proceeds generated by any of the events described under (A), (B) or (C) of this Section 2.06, provided that no more than an aggregate amount of Net Cash Proceeds equal to prepay outstanding Loans in accordance with $75,000,000 shall be excluded from the requirements of this Section 2.03(b)(iv2.06(b)(i); provided further that any portion of such prepayment that would be applied to any Eurodollar Rate Advance and would be made on a date other than the last day of an Interest Period for such Committed Advance shall be so paid and applied, at the option of the Parent, within two weeks upon receipt. (ivii) Mandatory All prepayments under this Section 2.03(bsubsection (b) in respect of Eurodollar Rate Advances shall be applied to outstanding Loans made together with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, accrued interest to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest date of such prepayment on the principal amount to be prepaid to but excluding the date of paymentprepaid.

Mandatory. (i) If for any reason Commencing with the Total Outstandings at any time exceed the Commitment then in effect, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount equal to such excess. (ii) To the extent that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds ending December 31, 2021, within the later of (x) five percent (5%) of Consolidated Net Tangible Assets of Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the Borrower as of related Compliance Certificate has been delivered pursuant to Section 6.02(b) and (y) ninety-five (95) days after the end of the most recently ended such fiscal year, the Borrower shall apply prepay an aggregate principal amount of Loans equal to 100% 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) or 10.13 or repurchases of the Term Loans made pursuant to Section 10.06 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 amount of Term Loans prepaid pursuant to Section 2.05(a) or 10.13 or repurchases of the Term Loans made pursuant to Section 10.06 after the end of such excess Net Cash Proceeds fiscal year and on or prior to prepay outstanding Loans 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 accordance with Section 2.03(b)(ivcalculating Consolidated EBITDA for the applicable fiscal year (such prepayments to be applied as set forth in clause (v) below); provided that no such prepayment shall be required for the fiscal year ending December 31, 2022. (iiiii) In the event that If the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed its Subsidiaries Disposes of any property (other than any cash proceeds from Disposition of any property permitted by Section 7.05) that results in the issuance realization by such Person of Indebtedness permitted pursuant to Section 7.01) Net Cash Proceeds, the Borrower shall within three Business Day following the receipt prepay an aggregate principal amount of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount Term Loans equal to 100% of such Net Cash Proceeds within ten (10) Business Days of receipt thereof by such Person (such prepayments to prepay outstanding Loans 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 election of the Borrower (as notified by the Borrower to the Administrative Agent within such ten (10) Business Day period), the Borrower or such Subsidiary may reinvest such Net Cash Proceeds up to an amount not to exceed $50,000,000 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 such reinvestment is actually completed within 18 months after such Disposition; 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 as 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 2.03(b)(iv2.05(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) to the contrary, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received in connection with the 2024 Sale and Leaseback Transaction or any other Disposition consummated after the Amendment No. 3 Effective Date and before June 30, 2024, the proceeds of which are greater than $5,000,000, in each case, within ten (10) Business Days of receipt thereof by the Borrower (such prepayments to be applied as set forth in clause (v) below) without regard to any reinvestment rights with respect to such Net Cash Proceeds. (iii) 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 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) Mandatory prepayments under 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 2.03(b2.05(b), the 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 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 Event of Default shall have occurred and be continuing, the Borrower 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 if such Net Cash Proceeds are not so reinvested within such 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 outstanding Loans with no corresponding permanent reduction the prepayment of the CommitmentsLoans as set forth in this Section 2.05(b)(iv). (v) Prepayments Each prepayment of Loans under pursuant to the foregoing provisions of this Section 2.03 2.05(b) shall be subject applied, (1) with respect to Section 3.05, andprepayments required by clause (i), to the extent interest is next scheduled installments of principal of the Term Facility and (2) with respect to prepayments required by clauses (ii) through (iv), first, to the next two principal repayment installments of the Term Facility and, thereafter, in inverse order of maturity to the remaining scheduled principal installments of the Term Facility on a pro rata basis; Subject to Section 2.15, such prepayments shall be paid pursuant to the Lenders in accordance with their respective Applicable Percentages in respect of the Term Facility. (vi) Notwithstanding anything in this Section 2.06(c2.05(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 with respect to this Section 2.05(b), shall be accompanied give the Administrative Agent written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender, each Lender will have the right to refuse any such prepayment by accrued giving written notice (a “Rejection Notice”) of such refusal to the Borrower and unpaid interest on the principal amount Administrative Agent by 11:00 a.m. one (b) Business Day prior to be prepaid to but excluding the date of paymentsuch prepayment and (iii) the Borrower will make all such prepayments not so. Any Lender that does not decline such prepayment in writing on or prior to the date set forth above shall be deemed to have accepted such prepayment. (vii) [Reserved]. (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 the extent that the repatriation of such Net Cash Proceeds or Foreign Excess Cash Flow would (A) give rise to adverse tax, accounting or regulatory consequences (in each case, other than de minimis) or (B) be prohibited, restricted 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 similar actions reasonably required by the applicable local Laws to permit such repatriation.

Mandatory. (i) If for any reason Loan Party or any of its Subsidiaries Disposes of any property that is permitted by Section 7.05(e) or that is not permitted by Section 7.05, which, in either case, results in the Total Outstandings at any time exceed the Commitment then in effectrealization by such Person of Net Cash Proceeds, the Borrower shall immediately prepay prepay, or repay all outstanding Loans in cause to be prepaid, an aggregate amount equal to such excess. (ii) To the extent that the aggregate principal amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds, immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below). (ii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Loans equal to 35% of all Net Cash Proceeds received therefrom, immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to prepay outstanding be applied as set forth in clause (vi) below). (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 7.02), the Borrower shall prepay, or cause to be prepaid, 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 accordance with Section 2.03(b)(ivclause (vi) below). (iv) Mandatory prepayments under 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 (i), (ii), (iii) or (v) of this Section 2.03(b), the Borrower shall prepay, or cause to be prepaid, 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 clause (vi) below); provided, however, that, 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 Receipt), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may, within 90 days after the receipt of such Net Cash Proceeds, use such cash proceeds to replace or repair the assets in respect of which the Extraordinary Receipts were received or reinvest such cash proceeds in other capital assets used or useful in the business of the Borrower and its Subsidiaries; and provided, further, however, that any Net Cash Proceeds not so applied shall be immediately applied after the expiration of such 90-day period to outstanding Loans with no corresponding permanent reduction the prepayment of the Commitments. Loans as set forth in this Section 2.03(b)(iv); (v) Prepayments Upon release to any Loan Party or any Subsidiary thereof of any cash or cash equivalents that previously secured any Cash Secured Letters of Credit, the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Loans under this Section 2.03 shall be subject equal to Section 3.05100% of such cash or cash equivalents, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.immediately upon receipt thereof by

Mandatory. (i) If any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d) or (e)) which results in the realization by such Person of Net Cash Proceeds, Holdings shall prepay, or shall cause any other Borrower to prepay, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person; provided that no such prepayment will be required in respect of such Dispositions for the first U.S. $5,000,000 in the aggregate in any fiscal year of Net Cash Proceeds received therefrom. (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(a) through (i)), Holdings shall prepay, or shall cause any other Borrower to 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. (iii) 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 (i) or (ii) of this Section 2.05(b), Holdings shall prepay, or shall cause any other Borrower to 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; provided, that such Net Cash Proceeds are in excess of $1,000,000 in the aggregate per fiscal year, and provided further, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrowers (as notified by the Borrowers 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, prior to or within 180 days after the receipt of such cash proceeds, replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were or will be 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)(iii). (iv) If any Loan Party or any of its Subsidiaries licenses any intellectual property that results in the realization by such Person of Net Cash Proceeds of at least $25,000,000, Holdings shall prepay, or shall cause any other Borrower to prepay, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person. (v) If for any reason the Total Outstandings at any time exceed the Commitment then in effectBorrowing Base at such time, the Borrower Holdings shall immediately prepay prepay, or repay all outstanding shall cause any other Borrower to immediately prepay, Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or to immediately terminate any L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iivi) To If for any reason the extent Total Outstandings at any time exceed the Facility at such time, Holdings shall immediately prepay, or shall cause any other Borrower to 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) If the Administrative Agent notifies the Borrowers at any time that the aggregate amount Outstanding Amount of Net Cash Proceeds of Asset Sales all Loans and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries L/C Obligations denominated in a fiscal year Foreign Currencies at such time exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 105% of the Foreign Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of such excess Net Cash Proceeds to prepay outstanding Loans the Foreign Currency Sublimit then in accordance with Section 2.03(b)(iv)effect. (iiiviii) In Prepayments of the event that the Facility made by any Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to this Section 7.01) 2.05(b), first, shall be applied ratably to the Borrower shall within three Business Day following L/C Borrowings and the receipt Swing Line Loans of such Net Cash Proceeds by Borrower, second, shall be applied ratably to the Borrower or such Restricted Subsidiary, apply an amount equal to 100% outstanding Revolving Credit Loans of such Net Borrower, and, third, if an Event of Default has occurred and is continuing, shall be used to Cash Proceeds to prepay Collateralize the remaining L/C Obligations of such Borrower; and, the amount remaining, if any, after the prepayment in full of all such L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding Loans at such time and the Cash Collateralization of such remaining L/C Obligations in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b) full shall be applied to outstanding Loans with no corresponding permanent reduction the prepayment and Cash Collateralization of the CommitmentsTotal Outstandings of the other Borrowers in the same order of priority and any amounts remaining after such application may be retained by such 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 Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. (vix) Prepayments Notwithstanding any other provision of Loans under this Section 2.03 2.05 or any other provision herein or in any other Loan Document to the contrary, (A) no U.K. Borrower or U.K. Guarantor shall be subject liable for or required to Section 3.05, and, to repay any Obligation of the extent interest is U.S. Loan Parties under the Loan Documents and (B) any Obligation payable in respect of any Revolving Credit Loan shall be required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date applicable Borrower in respect of paymentsuch Revolving Credit Loan.

Mandatory. (i) If any Loan Party or any of its Subsidiaries Disposes of any property or assets in any fiscal year of Holdings (other than any Disposition of any property or assets permitted by Section 7.05, excluding Section 7.05(k) and (subject to clause (b)(ii) below) Section 7.05(i)) the Net Cash Proceeds of which, which when aggregated with the Net Cash Proceeds of any and all other Dispositions (by any or all of the Loan Parties and/or their respective Subsidiaries) in the same fiscal year, exceed $50,000,000, the Term Borrower shall prepay an aggregate principal amount of Loans (other than Revolving Credit Loans and Swing Line Loans) equal to 100% of such excess (above $50,000,000) within three Business Days after receipt by (or payment to order of) any Loan Party or any Subsidiary of such Net Cash Proceeds; provided, however, that, with respect to any Net Cash Proceeds realized by any Loan Party or any Subsidiary under a Disposition described in this Section 2.05(b)(i), at the option of the Term Borrower (as elected by the Term Borrower in writing to the Administrative Agent on or prior to the date that is three Business Days after the date of realization of such Net Cash Proceeds), and so long as no Default under Section 8.01(a) or Event of Default shall have occurred and be continuing, all or any portion of such Net Cash Proceeds may be re-invested in operating assets of the Group so long as within 365 days following receipt of such Net Cash Proceeds, the purchase of such assets with such proceeds shall have been consummated (as certified by the Term Borrower in writing to the Administrative Agent); provided further, however, that any Net Cash Proceeds not so reinvested within such 365-day period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05. (ii) If any proceeds of casualty insurance, condemnation awards, indemnity payments or similar proceeds are received by or paid to the order of or for the account of any Loan Party or any of its Subsidiaries in any fiscal year of Holdings, and the Net Cash Proceeds thereof, when aggregated with the Net Cash Proceeds in respect of all other proceeds of casualty insurance, condemnation awards, indemnity payments and/or similar proceeds received by or paid to the order of or for the account of any or all of the Loan Parties and/or their respective Subsidiaries in such fiscal year, exceed $25,000,000, and such Net Cash Proceeds are not otherwise included in clause (i) of this Section 2.05(b), the Term Borrower shall prepay an aggregate principal amount of Loans (other than Revolving Credit Loans and Swing Line Loans) equal to 100% of such excess (above $25,000,000) within three Business Days after receipt by (or payment to the order of or for the account of) any Loan Party or any Subsidiary of such Net Cash Proceeds; provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the option of the Term Borrower (as elected by the Term Borrower in writing to the Administrative Agent) on or prior to the date that is three Business Days after the date of receipt of such insurance proceeds, condemnation awards or indemnity payments, and so long as no Default under Section 8.01(a) or Event of 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, awards or payments to replace or repair the equipment, fixed assets or real property of such Loan Party or such Subsidiary in respect of which such cash proceeds, awards or payments were received or may re-invest such cash proceeds, awards or payments in operating assets of the Group; provided further, however, that any cash proceeds, awards or payments not so applied or re-invested within such 365-day period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05. (iii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Commitment then in effectRevolving Credit Facility Amount at such time, the Revolving Credit Borrower shall immediately prepay or repay all outstanding Revolving Credit Loans and Swing Line Loans and Unreimbursed Amounts and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. (ii) To the extent ; provided, however, that the aggregate amount of Net Revolving Credit Borrower shall not be required to Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by Collateralize the Borrower and its Restricted Subsidiaries L/C Obligations pursuant to this Section 2.05(b)(iii) unless after the prepayment in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets full of the Borrower as of Revolving Credit Loans and Swing Line Loans the end of Total Revolving Credit Outstandings exceed the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of Revolving Credit Facility Amount at such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv)time. (iv) Mandatory prepayments under Each prepayment of Loans (other than Revolving Credit Loans and Swing Line Loans) pursuant to this Section 2.03(b2.05(b) shall be applied (A) pro rata among Term Loans and, if this Section 2.05(b) is expressed to outstanding apply to the Incremental Term Loans with no corresponding permanent reduction under any Incremental Term Facility pursuant to the applicable notice in respect of such Incremental Term Facility under Section 2.14(b), the Incremental Term Loans under such Incremental Term Facility, and (B) within each of the CommitmentsTerm Facility and each applicable Incremental Term Facility (as set forth in clause (A)), towards the principal repayment installments thereunder pro rata. (v) Prepayments of Loans under the Revolving Credit Facility made pursuant to clause (iii) of this Section 2.03 2.05(b), first, shall be applied ratably to the Unreimbursed Amounts 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 (subject to Section 3.052.03(c)(i)) 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, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentas applicable.

Mandatory. (i) If for the Borrower Disposes of any reason property (other than any Disposition of any property permitted by Section 7.05) which results in the Total Outstandings at any time exceed the Commitment then in effectrealization by such Person of Net Cash Proceeds, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount equal to such excess. (ii) To the extent that the aggregate principal amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to prepay outstanding Loans be applied as set forth in accordance with Section 2.03(b)(ivclauses (v) and (vii) below). (ii) Upon the sale or issuance by the Borrower of any of its Equity Interests, 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 (such prepayments to be applied as set forth in clauses (v) and (vii) below). (iii) Upon the incurrence or issuance by the Borrower of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section (iv) Mandatory prepayments under Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower, and not otherwise included in clause (i), (ii) or (iii) of this Section 2.03(b2.05(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 (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 that do not exceed $1,000,000 in the aggregate during the term of this Agreement, at the election of the Borrower (as notified by the Borrower to the Administrative Agent (and the Administrative Agent shall promptly notify the Lenders thereof) 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, the Borrower may apply within 60 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 Net 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 first, to outstanding Loans repay the Loans, and shall be paid to the Lenders in accordance with no corresponding permanent reduction their respective Applicable Percentages, and second, to the extent of any excess, applied to permanently reduce the Commitments. (vvi) Prepayments Notwithstanding the foregoing clauses (i) through (iv), the Borrower shall not be required to make any such prepayment of Loans under this Section 2.03 shall be subject using any Net Cash Proceeds solely to Section 3.05the extent the Borrower is required to use such Net Cash Proceeds (and so applies such Net Cash Proceeds) to repay or prepay the Prepetition Loan Obligations in accordance with the terms of the Prepetition Credit Agreement, andor in the case of any Extraordinary Receipts constituting the proceeds of securities held in the SAR Account, to the extent interest is required the Borrower elects to be paid pursuant apply (and so applies) such proceeds to Section 2.06(c), shall be accompanied by accrued and unpaid interest on repay the principal amount to be prepaid to but excluding the date of paymentPrepetition Loan Obligations.

Mandatory. (i) If for any reason Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the Total Outstandings at any time exceed related Compliance Certificate has been delivered pursuant to Section 6.02(b) (commencing with the Commitment then in effectFiscal Year ended December 31, 2012), the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% of Excess Cash Flow for the Fiscal Year covered by such excess. financial statements over (iiB) To the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) during such Fiscal Year to the extent that the aggregate amount such prepayments are funded with internally generated cash of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Subsidiaries; provided that such percentage shall be reduced to 25% if the Consolidated Net Tangible Assets of the Borrower Leverage Ratio as of the end last day of the most recently ended fiscal yearFiscal Year covered by such financial statements was less than or equal to 4.00:1.00 but greater than or equal to 3.00:1.00 (such prepayments to be applied as set forth in clauses (v) and (viii) below). No payment of any Loans shall be required under this Section 2.05(b)(i) if the Consolidated Leverage Ratio as of the last day of the Fiscal Year covered by such financial statements was less than 3.00:1.00. (A) 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), (i), (k), (l), (o) or (q)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall apply prepay an aggregate principal amount equal to 100% of such excess Net Loans and/or Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount Collateralize L/C Obligations equal to 100% of such Net Cash Proceeds in excess of $5.0 million immediately upon receipt thereof by such Person (such prepayments to prepay outstanding Loans be applied as set forth in clauses (v) and (viii) below); provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.03(b)(iv2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing); provided further that following a default under the Senior Notes Indenture or any other Pari Passu First Lien Debt Agreement, with respect to the Net Cash Proceeds of a Disposition of Collateral only, such prepayment of the Loans and/or Cash Collateralization of L/C Obligations shall be reduced on a pro rata basis (based on the then principal amount of all Loans, L/C Obligations, Senior Notes and other Pari Passu First Lien Debt) to the extent the Borrower or any Restricted Subsidiary uses a pro rata portion of such Net Cash Proceeds to prepay or otherwise set aside a pro rata portion of such Net Cash Proceeds to prepay the Senior Notes or other Pari Passu First Lien Debt pursuant to the provisions of the Senior Notes Indenture or any Pari Passu First Lien Debt Agreement requiring a prepayment or other setting aside with the proceeds from any Disposition of property; provided further, that, to the extent that any such amount is no longer required to be set aside for the Pari Passu First Lien Debt, such amount will be applied to prepay the Obligations in accordance with Section 2.05(b)(v). (A) With respect to any Net Cash Proceeds realized or received with respect to any Disposition, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (other than inventory and other working capital assets) within (x) 365 days following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within 365 days following receipt thereof, within one hundred and eighty (180) days of the date of such legally binding commitment but in any event no earlier than 365 days following receipt of such Net Cash Proceeds; provided that if any 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 or if an Event of Default is continuing, an amount equal to 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 or the occurrence of the Event of Default, as applicable, to the prepayment of the Loans as set forth in this Section 2.05; provided further that following a default under the Senior Notes Indenture or any other Pari Passu First Lien Debt Agreement, with respect to the Net Cash Proceeds of a Disposition of Collateral only, such prepayment of the Loans and/or Cash Collateralization of L/C Obligations shall be reduced on a pro rata basis (based on the then principal amount of all Loans, L/C Obligations, Senior Notes and other Pari Passu First Lien Debt) to the extent the Borrower or any Restricted Subsidiary uses a pro rata portion of such Net Cash Proceeds to prepay or otherwise set aside a pro rata portion of such Net Cash Proceeds to prepay the Senior Notes or other Pari Passu First Lien Debt pursuant to the provisions of the Senior Notes Indenture or any Pari Passu First Lien Debt Agreement requiring a prepayment or other setting aside with the proceeds from any Disposition of property; provided further, that, to the extent that any such amount is no longer required to be set aside for the Pari Passu First Lien Debt, such amount will be applied to prepay the Obligations in accordance with Section 2.05(b)(v). (iii) 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 7.02), the Borrower shall prepay an aggregate principal amount of Loans and/or Cash Collateralize L/C Obligations equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary. Notwithstanding the immediately preceding sentence, any Net Cash Proceeds of Permitted First Priority Refinancing Debt, Permitted Junior Lien Refinancing Debt, Permitted Mortgage Debt, Permitted Unsecured Refinancing Debt or any Qualified Receivables Transaction received by the Borrower or any of its Restricted Subsidiaries shall be applied to prepay the Obligations in accordance with the definitions of Permitted First Priority Refinancing Debt, Permitted Junior Lien Debt, Permitted Mortgage Debt, Permitted Unsecured Refinancing Debt and Qualified Receivables Transaction, respectively. (iv) Mandatory prepayments under (A) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (ii) or (iii) of this Section 2.03(b2.05(b), the Borrower shall prepay an aggregate principal amount of Loans and/or Cash Collateralize L/C Obligations equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(iv)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(iv)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing); provided further that following a default under the Senior Notes Indenture or any other Pari Passu First Lien Debt Agreement, with respect to the Net Cash Proceeds of a Disposition of Collateral only, such prepayment of the Loans and/or Cash Collateralization of L/C Obligations shall be reduced on a pro rata basis (based on the then principal amount of all Loans, L/C Obligations, Senior Notes and other Pari Passu First Lien Debt) to the extent the Borrower or any Restricted Subsidiary uses a pro rata portion of such Net Cash Proceeds to prepay or otherwise set aside a pro rata portion of such Net Cash Proceeds to prepay the Senior Notes or other Pari Passu First Lien Debt pursuant to the provisions of the Senior Notes Indenture or any Pari Passu First Lien Debt Agreement requiring a prepayment or other setting aside with the proceeds from any Disposition of property; provided further, that, to the extent that any such amount is no longer required to be set aside for the Pari Passu First Lien Debt, such amount will be applied to prepay the Obligations in accordance with Section 2.05(b)(v). (A) With respect to any Net Cash Proceeds realized or received with respect to any Extraordinary Receipt, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (other than inventory and other working capital assets) within (x) 365 days following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within 365 days following receipt thereof, within one hundred eighty (180) days of the date of such legally binding commitment but in any event no earlier than 365 days following receipt of such Net Cash Proceeds; provided that if such Net Cash Proceeds were received as a result of the loss of an entire Hospital Facility, such 180 day period shall be increased to 360 days; provided further that if any 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 or if an Event of Default is continuing, an amount equal to 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 outstanding Loans with no corresponding permanent reduction be or cannot be so reinvested or the occurrence of the CommitmentsEvent of Default, as applicable, to the prepayment of the Loans as set forth in this Section 2.05; provided further that following a default under the Senior Notes Indenture or any other Pari Passu First Lien Debt Agreement, with respect to the Net Cash Proceeds of a Disposition of Collateral only, such prepayment of the Loans and/or Cash Collateralization of L/C Obligations shall be reduced on a pro rata basis (based on the then principal amount of all Loans, L/C Obligations, Senior Notes and other Pari Passu First Lien Debt) to the extent the Borrower or any Restricted Subsidiary uses a pro rata portion of such Net Cash Proceeds to prepay or otherwise set aside a pro rata portion of such Net Cash Proceeds to prepay the Senior Notes or other Pari Passu First Lien Debt pursuant to the provisions of the Senior Notes Indenture or any Pari Passu First Lien Debt Agreement requiring a prepayment or other setting aside with the proceeds from any Disposition of property; provided further, that, to the extent that any such amount is no longer required to be set aside for the Pari Passu First Lien Debt, such amount will be applied to prepay the Obligations in accordance with Section 2.05(b)(v). (v) Prepayments Each prepayment of Loans under and Cash Collateralization of L/C Obligations pursuant to the foregoing provisions of this Section 2.03 2.05(b) shall be (subject to Section 3.052.05(b)(ix)) be applied, first, pro rata to the Term Loans of each Class and to the principal repayment installments thereof on a pro rata basis and, second, pro rata to the Revolving Exposure of the Revolving Lenders of each Class of Revolving Loans and Commitments in the manner set forth in clause (viii) of this Section 2.05(b). (vi) Notwithstanding any of the other provisions of clause (ii), (iii) or (iv) of this Section 2.05(b), so long as no 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 clause (ii), (iii) or (iv) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans and/or Cash Collateralize L/C Obligations on such date is less than or equal to $10,000,000, 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 2.05(b) to be applied to prepay Loans and/or Cash Collateralize L/C Obligations exceeds $10,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Loans and may, subject to the fulfillment of the applicable conditions set forth in Article 4, reborrow such amounts (which amounts, to the extent interest is 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 2.05(b). Upon the occurrence of an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be paid applied to prepay Loans and Cash Collateralize L/C Obligations under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vi)) but which have not previously been so applied. (vii) If for any reason the aggregate Revolving Exposure of the Revolving Lenders at any time exceed the aggregate Revolving Commitments at such time, the Borrower shall immediately prepay Revolving Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) of such Class 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 Loans the aggregate Revolving Exposure exceeds the aggregate Revolving Commitments then in effect. (viii) Prepayments of the Revolving Exposure 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 Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Exposure of the Revolving Lenders 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 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”) may be retained by the Borrower for use in the ordinary course of its business; and the Revolving Commitment 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 Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Lenders, as applicable. (ix) Each Term B Loan Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term B Loans required to be made pursuant to Section 2.06(c2.05(b)(i), (ii), (iii) or (iv) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and Borrower no later than 5:00 p.m. three Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Term B Loan Lender shall be accompanied by accrued and unpaid interest on specify the principal amount of the mandatory prepayment of Term B Loans to be prepaid rejected by such Term B Loan Lender. If a Term B Loan Lender fails to but excluding deliver a Rejection Notice to the date Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of payment.the Term B Loans to be rejected, any such failure shall be deemed an acceptance of the total amount of such mandatory repayment of Term B Loans. Any Declined Proceeds shall be applied first, on a pro rata basis, to the prepayment of

Mandatory. (i) If for any reason The Borrower shall, on the 90th day following the end of each Fiscal Year, (A) if the Total Outstandings Debt/EBITDA Ratio is greater than or equal to 5.50:1.00, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings outstanding under the Term Facilities in an amount equal to the Excess Cash Flow Amount for such Fiscal Year and (B) if the Total Debt/EBITDA Ratio is less than 5.50:1.00, prepay an aggregate principal amount of the Working Capital Advances outstanding on such date in an amount equal to the Excess Cash Flow Amount for such Fiscal Year. Each prepayment made pursuant to clause (A) above shall be applied ratably to the Term Facilities in accordance with, and subject to the terms of, clause (iv) below and each prepayment made pursuant to clause (B) above shall be applied to the Working Capital Facility as set forth in clause (vii) below. (A) The Borrower shall, on the date of receipt of the Net Cash Proceeds by any Loan Party or any of its Subsidiaries from (I) the sale, lease, transfer or other disposition of any assets of any Loan Party or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e) and other than the sale of assets pursuant to clause (vi) of Section 5.02(e) to the extent that the Net Cash Proceeds of such sale do not exceed, in the aggregate from the First Closing Date, $10,000,000), (II) the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to clause (i), (ii) or (iii) of Section 5.02(b)) and (III) 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 (I) or (II) above, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to the amount of such Net Cash Proceeds. Each such prepayment shall be applied first ratably to the Term Facilities in accordance with, and subject to the terms of, clause (iv) below and second to the Working Capital Facility as set forth in clause (vii) below. (B) The Borrower shall, on the date of receipt of the Net Cash Proceeds by Parent from the sale or issuance by Parent of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest, in each case from the IPO, prepay an aggregate principal amount of the Working Capital Advances comprising part of the same Borrowings in an amount equal to sum of (I) the lesser of (x) $150,000,000 and (y) the sum of (1) $100,000,000 plus (2) to the extent such Net Cash Proceeds exceed $275,000,000 (such amount being the "Excess Amount") an amount equal to 50% of the Excess Amount plus (II) any Net Cash Proceeds not otherwise applied to prepay the Subordinated Notes as provided in Section 5.02(k). Each such prepayment shall be applied to the Working Capital Facility as set forth in clause (vii) below. (C) The Borrower shall, on the date of receipt (or such later date as may be specified below) of the Net Cash Proceeds by Parent from the sale or issuance by Parent of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest, in each case as a result of an equity offering following the IPO, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to (1) if Total Debt/EBITDA Ratio at such time is greater than or equal to 4.00:1.00, 50% of the amount of such Net Cash Proceeds, (2) if Total Debt/EBITDA Ratio at such time is less than 4.00:1.00 but greater than or equal to 3.00:1.00, 50% of the amount by which such Net Cash Proceeds exceed the amount of such Net Cash Proceeds used by the Borrower and its Subsidiaries to make Investments in accordance with the provisions of Section 5.02(f) during the nine months immediately following such date, payable 30 days after the nine month anniversary of such date and (3) if the Total Debt/EBITDA Ratio at such time is less than 3.00:1.00, zero. Each such prepayment, if any, shall be applied first ratably to the Term Facilities in accordance with, and subject to the terms of, clause (iv) below and second to the Working Capital Facility as set forth in clause (vii) below. (iii) Anything contained in this Section 2.06(b) to the contrary notwithstanding, (A) if, following the occurrence of any "Asset Sale" (as such term is defined in the Senior Subordinated Notes Indenture or the Senior Subordinated Discount Notes Indenture) by any Loan Party 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 of the "Net Proceeds" (as defined in the Senior Subordinated Notes Indenture or the Senior Subordinated Discount Notes Indenture, as the case may be) 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 the Senior Subordinated Notes Indenture or the Senior Subordinated Discount Notes Indenture, as the case may be) 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 Commitment Date or the Application Date, as the case may be, or (B) if the Borrower at any other time exceed 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 Commitment Borrower would otherwise be required to make an "Asset Sale Offer" in respect thereof, then in effect, either such case the Borrower shall immediately prepay apply or repay all outstanding Loans in cause to be applied an aggregate amount equal to such excess"Net Proceeds" to the payment of the Advances in the manner set forth in Section 2.06(b)(ii) in such amounts as shall excuse the Borrower from making any such "Asset Sale Offer". (iv) Prepayments of the Term Facilities pursuant to Section 2.06(b)(i), (ii) To or (iii) shall be made ratably among such Facilities, to be applied to the extent installments of each such Facility on a pro rata basis until such installments are paid in full; provided, however, that with respect to prepayments made prior to or on the second anniversary of the First Closing Date, once prepayments in a principal amount of $25,000,000 or more in the aggregate since the First Closing Date shall have been applied to the AXELs Series A Facility and the AXELs Series B Facility then the Lenders under such Facilities, at each such Lender's option, may elect not to accept such prepayment, in which event the provisions of the next sentence shall apply. With respect to such prepayments made prior to or on the second anniversary of the First Closing Date, once the AXELs Series A Facility and the AXELs Series B Facility shall have been prepaid in a principal amount of $25,000,000 in the aggregate since the First Closing Date, then upon receipt by the Administrative Agent of such prepayment, the amount of the prepayment that is available to prepay such Facilities (subject to the proviso to the immediately preceding sentence) shall be deposited in the Cash Collateral Account (the "First Prepayment Amount"), pending application of such amount on the First Prepayment Date and the Second Prepayment Date as set forth below and promptly after such receipt (the date of such receipt being the "Receipt Date"), the Administrative Agent shall give written notice to the AXELs Series A Lenders and the AXELs Series B Lenders of the amount available to prepay the Advances and the date on which such prepayment shall be made (the "First Prepayment Date"), which date shall be 10 days after the Receipt Date. Any Lender declining such prepayment (a "First Declining Lender") shall give written notice to the Administrative Agent by 12:00 Noon (New York City time) on the Business Day immediately preceding the First Prepayment Date. On the First Prepayment Date, an amount equal to that portion of the First Prepayment Amount accepted by the AXELs Series A Lenders and the AXELs Series B Lenders other than the First Declining Lenders (such Lenders being the "First Accepting Lenders") to prepay Advances owing to such First Accepting Lenders shall be withdrawn from the Cash Collateral Account and applied to prepay Advances owing to such First Accepting Lenders on a pro rata basis and any amounts that would otherwise have been applied to prepay Advances owing to the First Declining Lenders (the "Second Prepayment Amount") shall instead be retained in the Cash Collateral Account and offered to the First Accepting Lenders to prepay Advances owing to such First Accepting Lenders. The Administrative Agent shall, on or prior to the First Prepayment Date, give written notice to the First Accepting Lenders of the Second Prepayment Amount that is available to prepay the Advances owing to such First Accepting Lenders and the date on which such prepayment shall be made (the "Second Prepayment Date"), which date shall be 10 days after the First Prepayment Date. Any First Accepting Lender declining such prepayment (a "Second Declining Lender") shall give written notice to the Administrative Agent by 12:00 Noon (New York City time) on the Business Day immediately preceding the Second Prepayment Date. On the Second Prepayment Date, an amount equal to the Second Prepayment Amount shall be withdrawn from the Cash Collateral Account and applied to prepay Advances owing to the First Accepting Lenders other than the Second Declining Lenders (such Lenders being the "Second Accepting Lenders") on a pro rata basis and any amounts that would otherwise have been applied to prepay Advances owing to Second Declining Lenders shall instead be applied first to prepay Advances owing to the Term Loan Lenders on a pro rata basis and to the installments thereof on a pro rata basis and second ratably to prepay the Working Capital Facility as set forth in clause (vii) below and, if the Term Loan Facility and Working Capital Facility shall have been paid in full and terminated, amounts that would have been otherwise applied to prepay Advances under such Facilities shall be applied instead to prepay Advances owing to the Second Accepting Lenders. (v) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Working Capital Advances comprising part of the same Borrowings and the Letter of Credit Advances equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Working Capital Advances and (y) the Letter of Credit 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. (vi) 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 Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day. (vii) Prepayments of the Working Capital Facility made pursuant to clause (i), (ii), (iii) or (iv) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Working Capital Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and third, other than with respect to amounts prepaid pursuant to Section 2.06(b)(i)(B) or Section 2.06(b)(ii)(B), deposited in the L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding; and, in the case of prepayments of the Working Capital Facility required pursuant to clause (i), (ii), (iii) or (iv) above, the amount remaining (if any) after the prepayment in full of the Advances then outstanding and the 100% cash collateralization of the aggregate Available Amount of Letters of Credit then outstanding (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being referred to herein as the "Reduction Amount") may be retained by the Borrower and, other than with respect to amounts prepaid pursuant to Section 2.06(b)(i)(B) or Section 2.06(b)(ii)(B), the Working Capital Facility shall be permanently reduced as set forth in Section 2.05(b)(iv). Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank or Working Capital Lenders, as applicable. (viii) Notwithstanding anything to the contrary contained in subsection (b)(ii) of this Section 2.06, so long as no Default shall have occurred and be continuing, if, on any date on which a prepayment of Advances would otherwise be required pursuant to subsection (b)(ii) of this Section 2.06, the aggregate amount of Net Cash Proceeds or other amounts otherwise required by such subsection to be applied to prepay Advances on such date are less than or equal to $1,000,000, the Borrower may defer such prepayment until the date on which the aggregate amount of Asset Sales and Net Cash Proceeds of Casualty Events received or other amounts otherwise required by the Borrower and its Restricted Subsidiaries in a fiscal year such subsection to be applied to prepay Advances exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year$1,000,000. During such deferral period, the Borrower shall may apply an amount equal to 100% all or any part of such excess Net Cash Proceeds aggregate amount to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In Working Capital Advances and may, subject to the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction fulfillment of the Commitments. conditions set forth in Section 3.02, reborrow such amounts (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, andwhich amounts, to the extent interest is required to be paid pursuant to Section 2.06(c)originally constituting Net Cash Proceeds, shall be accompanied deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentthis Section 2.

Mandatory. With respect to (i) If for any reason the Total Outstandings at Asset Disposition, (ii) any time exceed the Commitment then Equity Issuance, (iii) any Debt Issuance, (iv) any Extraordinary Receipt, (v) any Tax Refunds, (vi) any Cash on Hand in effectexcess of $5,000,000 or (vii) any Excess Cash Flow, the Borrower shall immediately prepay shall, (w) within fifteen (15) days after receipt by the Borrower or repay all outstanding Loans in an aggregate amount equal to such excess. (ii) To any of its Subsidiaries of the extent that the aggregate amount of Net Cash Proceeds from such Asset Disposition, Extraordinary Receipt or Tax Refunds, as the case may be, or, (x) with respect to an Equity Issuance or any Debt Issuance, within two (2) Business Days of Asset Sales and receipt by the Borrower of the Net Cash Proceeds therefrom, or (y) with respect to Cash on Hand, on the first Business Day following the delivery of Casualty Events received by the Borrower and its Restricted Subsidiaries a Cash on Hand certificate showing Cash on Hand in a fiscal year exceeds five percent excess of $5,000,000, or (5%z) of Consolidated Net Tangible Assets with respect to any Excess Cash Flow, within one (1) Business Day of the Borrower delivery of an Excess Cash Flow Certificate (but not later than the 45th day after June 30 of each year and the 90th day after December 31 of each year), in any case prepay or repay, as of the end of the most recently ended fiscal yearcase may be (without premium or penalty), the Borrower shall apply then outstanding Advances in an amount equal to 100% of (w) such excess Net Cash Proceeds to prepay outstanding Loans resulting from such Asset Disposition, Extraordinary Receipt, Equity Issuance, Debt Issuance, and (x) such Tax Refunds, Cash on Hand in accordance with Section 2.03(b)(iv). (iii) In excess of $5,000,000, or Excess Cash Flow; provided, however, that in the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Disposition are less than $1,000,000, the issuance provisions of this Section 2.06(b) shall not be applicable thereto. Each prepayment or incurrence of Indebtedness for money borrowed (other than any cash proceeds from repayment, as the issuance of Indebtedness permitted case may be, made pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b2.06(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to the provisions of Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), 8.04(c) and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentapplied as set forth in clause (c) below.

Mandatory. (i) If for any reason The Company shall, on the Total Outstandings at any time exceed the Commitment then in effectInitial Maturity Date, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount of the Loans equal to the excess, if any, of (A) the aggregate principal amount of the Loans then outstanding over (B) $2,625,000,000, such excessamount to be applied ratably to the outstanding principal amount of the Loans then owing to the Lenders. (ii) To The Company shall, within five Business Days following the extent that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received receipt by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower Company or any Restricted Subsidiary shall receive of its Subsidiaries of any Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from Permanent Securities, prepay the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply Loans in an amount equal to such Net Cash Proceeds, such amount to be applied ratably to the outstanding principal amount of the Loans then owing to the Lenders; provided that, notwithstanding the foregoing, if the Company shall have prepaid the Loans by at least $1,500,000,000 in the aggregate prior to the first issuance of Permanent Securities after the Closing Date, then the Company shall, within five Business Days following the receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the issuance or incurrence of any Permanent Securities (such Net Cash Proceeds, ““Securities Proceeds”“), prepay the Loans as follows (all such prepayments to be applied ratably to the outstanding principal amount of the Loans then owing to the Lenders): (A) 100% of such Net Cash Securities Proceeds shall be applied to prepay outstanding Loans in accordance with Section 2.03(b)(ivthe Loans, up to an aggregate amount of $1,500,000,000 of prepayments from all Securities Proceeds pursuant to this clause (A).; (ivB) Mandatory prepayments under this Section 2.03(b50% of Securities Proceeds (if any) in excess of an aggregate of $1,500,000,000 (for all Permanent Securities) shall be applied to outstanding Loans with no corresponding permanent reduction prepay the Loans, up to an aggregate amount of the Commitments.$750,000,000 of prepayments from all Securities Proceeds pursuant to this clause (B); and (vC) Prepayments 100% of Loans under this Section 2.03 Securities Proceeds (if any) in excess of an aggregate of $3,000,000,000 (for all Permanent Securities) shall be subject applied to Section 3.05, and, to prepay the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentLoans.

Mandatory. (i) If for any reason and to the Total Outstandings at any time exceed extent (and only to the Commitment then in effectextent) permitted pursuant to the First Lien Credit Agreement and the Intercreditor Agreement, no later than five Business Days following the delivery by the Borrower of its annual audited financial reports required pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall immediately deliver to the Administrative Agent a calculation of the Excess Cash Flow for the fiscal year last ended and, no later than ten Business Days following the delivery of such calculation, the Borrower shall prepay or repay all outstanding Loans in an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% (or if the Consolidated Leverage Ratio as set forth in such excessCompliance Certificates is less than 4.5:1.0, 25% or if the Consolidated Leverage Ratio as set forth in such Compliance Certificate is less than 3.5:1.0, 0%) of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Loans prepaid pursuant to Section 2.05(a)(i) during such fiscal year (such prepayments to be applied as set forth in clauses (v) and (vii) below). (ii) To If and to the extent that (and only to the aggregate amount extent) permitted pursuant to the First Lien Credit Agreement and the Intercreditor Agreement, if Holdings or any of its. Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), through (i)) which results in the realization by such Person of Net Cash Proceeds Proceeds, the Borrower shall, (i) no later than one Business Day following. the receipt of Asset Sales and any Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal yearHoldings or such Subsidiary, the Borrower shall apply an deliver to the Administrative Agent a calculation of the amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). and (iiiii) In on the event date that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three is 10 Business Day Days following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply 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 (as notified by the Borrower to the Administrative Agent within ten Business Days of such Disposition), and so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) shall have occurred and be continuing or any Event of Default (other than pursuant to Sections 8.01(a), (f) or (g)) shall have occurred and be continuing for 10 calendar days, Holdings or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 15 months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated or if Holdings or such Subsidiary enters into a definitive agreement to reinvest such Net Cash Proceeds during such 15 month period, within 18 months after the 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 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) If and to the extent (and only to the extent) permitted pursuant to the First Lien Credit Agreement and the Intercreditor Agreement, 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 7.02), the Borrower shall, concurrently with the receipt of any Net Cash Proceeds by Holdings, the Borrower or any Subsidiary, deliver to the Administrative Agent a calculation of the amount of such Net Cash Proceeds, and no later than ten Business Days following the delivery of such calculation, prepay outstanding an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom by Holdings or such Subsidiary (such prepayments to be applied as set forth in accordance with Section 2.03(b)(ivclauses (v) and (vii) below). (iv) Mandatory prepayments under If and to the extent (and only to the extent) permitted pursuant to the First Lien Credit Agreement and the Intercreditor Agreement, 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 clause (ii), (iii) or (iv) of this Section 2.03(b2.05(b), the Borrower shall, concurrently with the receipt of any Net Cash Proceeds by Holdings, the Borrower or any Subsidiary, deliver to the Administrative Agent a calculation of the amount of such Net Cash Proceeds, and no later than ten Business Days following the delivery of such calculation, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom by Holdings or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that at the election of the Borrower (as notified by the Borrower to the Administrative Agent within ten Business Days the date of receipt of such Extraordinary Receipt, Holdings or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 15 months after the receipt of such Net Cash Proceeds such purchase shall have been consummated or if Holdings or any such Subsidiary enters into a definitive agreement to reinvest such Net Cash Proceeds within such 15 month period within 18 months of the receipt of such Net Cash Proceeds; and provided further, however, that any Net Cash Proceeds not so applied shall be immediately applied to outstanding Loans with no corresponding permanent reduction the prepayment of the CommitmentsLoans as set forth in this Section 2.05(b)(iv). (v) Prepayments Each prepayment of Loans under pursuant to the foregoing provisions of this Section 2.03 2.05(b) shall be subject to Section 3.05, and, applied ratably to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued repayment of the Loans and unpaid interest on the principal amount to be prepaid to but excluding Borrowings in accordance with the date terms of paymentthis Agreement.

Mandatory. (i) If for any reason the Total Outstandings at any time exceed the Commitment then in effect, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount equal to such excess[Reserved]. (ii) To the extent that the aggregate amount If (x) Holdings or any of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Sections 7.05 (a), (b), (c), (d), (e), (g), (h)(i), (i), (l), (n), (o), (p), (r), (s), (t) or (u)), or (y) any Casualty Event occurs, which results in a fiscal year exceeds five percent (5%) the realization or receipt by Holdings or Restricted Subsidiary of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal yearProceeds, the Borrower shall apply cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Holdings or any Restricted Subsidiary of such Net Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Loans in an amount equal to 100% of such excess all Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv)received. (iii) In the event that the Borrower If Holdings or any Restricted Subsidiary shall receive Net Cash Proceeds from incurs or issues any Indebtedness after the issuance or incurrence of Indebtedness for money borrowed Closing Date (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) Excluded Indebtedness), the Borrower shall within three Business Day following the receipt cause to be offered to be prepaid in accordance with clause (b)(x) below an aggregate principal amount of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by Holdings or such Restricted Subsidiary of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv)Proceeds. (iv) Mandatory prepayments under this Section 2.03(b) If a Parent IPO or other Specified Equity Issuance occurs after the Closing Date, the Borrower shall cause to be applied offered to outstanding be prepaid Loans with no corresponding permanent reduction in an aggregate principal amount equal to 100% of the CommitmentsNet Proceeds from such Specified Equity Issuance on or prior to the date which is five (5) Business Days after the receipt by Holdings or the Borrower of such Net Proceeds. (v) Prepayments If a Change of Control occurs after the Closing Date, the Borrower shall cause to be offered to be prepaid all Loans then outstanding (a “Change of Control Offer”) on or prior to the date which is five (5) Business Days after the date on which such Change of Control occurs. (vi) Each prepayment of Loans under pursuant to this Section 2.03 2.05(b) shall be subject applied ratably to the Loans then outstanding (other than with respect to the amount of any prepayment refused by any Declining Lender pursuant to Section 3.05, and, to 2.05(b)(ix)(B)). (vii) The Borrower shall notify the extent interest is Administrative Agent in writing of any mandatory prepayment of Loans required to be paid made pursuant to clauses (i) through (v) of this Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount 2.05(b) at least two (2) Business Days prior to be prepaid to but excluding the date of paymentsuch prepayment. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. 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 will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.

Mandatory. (i) Within the earlier of (x) 95 days after the end of each Fiscal Year (commencing with the Fiscal Year ending on January 26, 2009), or (y) five Business Days after financial statements have been delivered pursuant to Section 6.1(a) and the related certificate has been delivered pursuant to Section 6.1(d) for such Fiscal Year, the Borrowers shall prepay an aggregate principal amount of Loans equal to fifty percent (50%) of Excess Cash Flow for the Fiscal Year covered by such financial statements (such prepayments to be applied as set forth in clauses (vi) and (viii) below). (ii) If the Borrowers or any of their Subsidiaries Dispose of any property (other than any Disposition of any property permitted by Section 8.4(b)) which 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 such Net Cash Proceeds on the fifth Business Day following the 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 Borrowers of any of their Equity Interests, unless otherwise agreed in writing by the Majority Lenders, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly upon receipt thereof by the Borrowers (such prepayments to be applied as set forth in clauses (vi) and (viii) below). (iv) Upon the incurrence or issuance by the Borrowers or any of their Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to clauses (a) through (f) and (i) of Section 8.1), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly upon receipt thereof by the Borrowers or such Subsidiaries (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 Borrowers or any of their Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.8(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly upon receipt thereof by the Borrowers or such Subsidiaries (such prepayments to be applied as set forth in clauses (vi) and (viii) below); provided, however, that with respect to any proceeds of casualty insurance or condemnation or eminent domain awards (or payments in lieu thereof), at the election of the Borrowers (as notified by the Borrowers 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, the Borrowers or such Subsidiaries may apply such cash proceeds within one year after the receipt thereof to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received; and provided, further, however, that any Net Cash Proceeds not so applied shall be promptly applied to the prepayment of the Loans as set forth above in this Section 2.8(b)(v). (vi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.8(b) shall be applied, first, to payment of the unpaid installments of principal of the Term Loans in inverse order of maturity, until the Term Loans are paid in full; and second, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.8(b). (vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Total Revolving Credit Commitment then in effectat such time, the Borrower Borrowers shall immediately prepay or repay all outstanding Revolving Credit Loans and LC Disbursements and/or Cash Collateralize the Maximum Drawing Amount, in an aggregate amount equal to such excess. (iiviii) To the extent that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets Prepayments of the Borrower as Revolving Credit Facility made pursuant to this Section 2.8(b), first, shall be applied ratably to any unpaid LC Disbursements, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining Maximum Drawing Amount; and, in the case of prepayments of the end of the most recently ended fiscal yearRevolving Credit Facility required pursuant to clauses (i), the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv(ii). , (iii), (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). and (iv) Mandatory prepayments under of this Section 2.03(b) 2.8(b), the amount remaining, if any, after the prepayment in full of all LC Disbursements and Revolving Credit Loans outstanding at such time and the cash collateralization of the remaining Maximum Drawing Amount in full may be retained by the Borrowers for use in the ordinary course of its business. Upon a drawing under 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 outstanding Loans with no corresponding permanent reduction of or from the CommitmentsBorrowers or any other Loan Party) to reimburse the LC Issuer or the Revolving Credit Lenders, as applicable. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) If for the Borrower or any reason of its Subsidiaries Disposes of any property (other than a Disposition pursuant to Section 7.05(b) or (d)) which results in the Total Outstandings at any time exceed the Commitment then in effectrealization by such Person of Net Cash Proceeds, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount equal to such excess. (ii) To the extent that the aggregate principal amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by the Borrower or promptly upon receipt thereof by such Subsidiary (and, in any event, within five (5) Business Days), as the case may be, (such prepayments to be applied as set forth in Section 2.03(c)); provided, however, that, such Net Cash Proceeds shall not be required to be so applied until the aggregate amount of Net Cash Proceeds derived from all such Dispositions is equal to or greater than US$10,000,000 (or its equivalent in any other currency). (ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests, including the issuance of any Equity Interest upon the conversion or exchange of any security constituting debt that is convertible or exchangeable, or is being converted or exchanged, for Equity Interests, the Borrower shall prepay outstanding an aggregate principal amount of Loans equal to 75% 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 accordance with Section 2.03(b)(iv2.03(c)). (iii) 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 and the Colombian Peso Takeout Facility), 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 promptly upon receipt thereof by such Subsidiary (and, in any event, within five (5) Business Days), as the case may be, (such prepayments to be applied as set forth in Section 2.03(c)). (iv) Mandatory Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of the Colombian Peso Takeout Facility, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received by the Borrower or such Subsidiary (such prepayments under this Section 2.03(b) shall to be applied to outstanding Loans with no corresponding permanent reduction of the Commitmentsas set forth in clause Section 2.03(c)). (v) Prepayments Upon any Extraordinary Receipts received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clauses (i), (ii) or (iv) of this Section 2.03(b), the Borrower shall prepay an aggregate principal amount of Loans under this equal to 100% of all such Extraordinary Receipts received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in Section 2.03 2.03(c)); provided, however, that, such Extraordinary Receipts shall not be subject to Section 3.05, and, to the extent interest is required to be paid pursuant so applied until the aggregate amount of all Extraordinary Receipts is equal to Section 2.06(c), shall be accompanied by accrued and unpaid interest on or greater than US$10,000,000 (or its equivalent in any other currency) or if any such Extraordinary Receipts have been reinvested within twelve (12) months of receipt thereof in long-term productive assets of the principal amount general type used in the business of the Loan Parties (or for which a binding written commitment to be prepaid to but excluding reinvest in long-term productive assets within twelve (12) months of the date of paymentsuch commitment has been entered into within the four-month period following such Extraordinary Receipts). The Borrower shall deliver a certificate signed by a Responsible Officer to the Administrative Agent if it elects to apply Extraordinary Receipts to be reinvested, setting forth in reasonable detail the proposed uses of such Extraordinary Receipts. Notwithstanding anything else herein to the contrary, if any prepayment of Loans, other than a prepayment under Section 2.03(b)(ii), would cause the outstanding principal amount of the Loans to be less than $300,000,000, the Borrower shall concurrently with such prepayment, prepay the entire principal amount of Loans then outstanding. In connection with any prepayment pursuant to this Section 2.03, the Borrower shall notify the Administrative Agent in writing of such event and the date of such repayment at least three (3) Business Days prior to such repayment date (which notice shall provide instructions in respect of required application under clause (c) below).

Mandatory. (i) If the Company or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a) through (d)) which results in the realization by such Person of Net Cash Proceeds (other than from the Company or a Restricted Subsidiary in a transaction permitted hereby), the Borrowers 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 (iv) and (vi) below); provided that (A) no prepayment shall be required to be made (x) for any Disposition where such Disposition (when combined with all other Dispositions in a series of related Dispositions) is under $5,000,000 and (y) with the first $20,000,000 of Net Cash Proceeds from Dispositions (including Dispositions of less than $5,000,000) (less any exclusion of prepayments from Net Cash Proceeds of Extraordinary Receipts resulting from the application of proviso (A) to clause (iii) below) in any fiscal year of the Company and (B) with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), 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 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 or assets useful in the business of the Company and its Restricted Subsidiaries, 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 Company in writing to the Administrative Agent), it being understood 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)(i) (giving effect to the preceding proviso (A)). (ii) 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 Borrowers 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 (iv) and (vi) below). (iii) Upon any Extraordinary Receipt received by or paid to or for the account of the Company or any of its Restricted Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such 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 (iv) and (vi) below); provided that (A) no prepayment shall be required to be made (x) if the Extraordinary Receipts from such occurrence or series of occurrences are less than $5,000,000 and (y) with the first $20,000,000 of Net Cash Proceeds from Extraordinary Receipts (including Extraordinary Receipts of less than $5,000,000) (less any exclusion of prepayments from Net Cash Proceeds of Dispositions resulting from the application of proviso (A) to clause (i) above) in any fiscal year of the Company and (B) with respect to any proceeds of insurance or condemnation awards (or payments in lieu thereof), at the election of the Company (as notified by the Company 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, the Company or such Restricted 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 other assets useful in the business of the Company and its Restricted Subsidiaries, including Permitted Acquisitions, it being understood that any Net Cash Proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iii) (giving effect to the preceding proviso (A)). (iv) 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 Facilities (including, 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 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 (including any installment on the Maturity Date) 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 (vi) of this Section 2.05(b). (v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Commitment then in effectRevolving Credit Facility at such time, the Borrower Borrowers shall immediately prepay or repay all outstanding 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. (iivi) To Prepayments of the Revolving Credit Facility made pursuant to Section 2.05(b)(iv) or (v), 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 Section 2.05(b)(iv), any amount remaining 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 Borrowers 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 L/C Issuer or the Revolving Credit Lenders, as applicable. (vii) Notwithstanding anything to the contrary contained in Section 2.05(b)(i) or (iii), to the extent that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events attributable to a Disposition by a Restricted Subsidiary or an Extraordinary Receipt received by a Restricted Subsidiary, that is, in either case, a Foreign Subsidiary and in any such case a Restricted Payment or other distribution to the applicable Borrower and its or the Company is required (notwithstanding the Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Subsidiaries Payment or other payment) in connection with such prepayment (or portion thereof), no prepayment (or a fiscal year exceeds five percent portion thereof) required under Section 2.05(b)(i) or (5%iii) of Consolidated Net Tangible Assets shall be made if either of the Borrower as 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 end of Company, in its reasonable judgment, deems to be material (after giving effect to distributions or payments to Foreign Designated Borrowers). Notwithstanding anything in the most recently ended fiscal yearpreceding sentence to the contrary, in the event the limitations or restrictions described therein cease to apply to any such required prepayment, the Borrower Borrowers shall apply make such prepayment in an amount equal to 100% the lesser of (1) the amount of such excess prepayment previously required to have been made without having given effect to such limitations or restrictions and (2) the amount of cash and Cash Equivalents on hand at such time, in each case, less the amount by which the Net Cash Proceeds to prepay outstanding Loans from the applicable Disposition or Extraordinary Receipt were previously used for the permanent repayment of Indebtedness (including any reductions in accordance with Section 2.03(b)(ivcommitments related thereto). (iiiviii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted prepayment pursuant to Section 7.012.05(b) would require that the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments Borrowers pay compensation under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is Borrowers may defer such payment until such date as no such compensation would be required to provided it shall not be paid pursuant to Section 2.06(c), shall be accompanied deferred by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentmore than 30 days.

Mandatory. (i) If Paxar shall, on the date of receipt of the Net Cash Proceeds by Paxar or any of its Subsidiaries from (A) the sale, lease, transfer or other disposition of any assets of Paxar or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i) or (ii) of Section 5.02(f)), (B) the incurrence or issuance by Paxar or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to the exceptions set forth in Section 5.02(d) on the date hereof), (C) the sale or issuance by Paxar or any of its Subsidiaries of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest and (D) any reason Extraordinary Receipt 37 31 received by or paid to or for the Total Outstandings at account of Paxar or any time exceed of its Subsidiaries and not otherwise included in clause (A), (B) or (C) above, prepay an aggregate principal amount of the Commitment then Term Advances comprising part of the same Borrowings equal to (x) in effectthe case of clause (A) above, the Borrower amount of such Net Cash Proceeds in excess of the Permitted Asset Sale Amount and (y) in the case of clauses (B), (C) and (D) above, the amount of such Net Cash Proceeds. Each such prepayment described in subclause (x) of the immediately preceding sentence shall be applied to the Term Facility and to the installments thereof in reverse order of maturity. Each such prepayment described in subclause (y) of the immediately prepay or repay all outstanding Loans in an aggregate amount equal preceding sentence shall be applied to such excessthe Term Facility and to the installments thereof on a pro rata basis. (ii) To Paxar shall, on each Business Day, prepay an aggregate principal amount of the extent that Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances equal to the amount by which (A) the sum of the aggregate principal amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01u) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted SubsidiaryRevolving Credit Advances denominated in US Dollars, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. plus (v) Prepayments the Equivalent on such day of Loans under this Section 2.03 shall be subject to Section 3.05the Revolving Credit Advances denominated in Primary Currencies, andplus (w) the Letter of Credit Advances, to plus (x) the extent interest is required to be paid pursuant to Section 2.06(c)aggregate Available Amount of all Letters of Credit then outstanding, shall be accompanied by accrued and unpaid interest on plus (y) the principal amount to be prepaid to but excluding Swing Line Advances plus (z) the date of paymentCompetitive Bid Advances then outstanding exceeds (B) the Revolving Credit Facility.

Mandatory. Subject to the repayment in full of all outstanding First Lien Obligations and the termination or satisfactory cash collateralization of all commitments and letters of credit issued in respect of the First Lien Credit Agreement (unless such repayment obligation is waived by the requisite lenders party thereto or otherwise permitted thereunder, in each case in accordance with its terms) and without premium or penalty, except for the Call Premium, if any, (i) If for any reason within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the Total Outstandings at any time exceed the Commitment then in effectrelated Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate principal amount of Term Loans equal to 50.0% of Excess Cash Flow for the fiscal year covered by such excess.financial statements; provided that such percentage shall be reduced to 25.0% of Excess Cash Flow if, and for so long as, the Consolidated Leverage Ratio as of the last day of such fiscal year is less than 3.50:1.00; (ii) To if Holdings or any of its Subsidiaries Disposes of any properties or assets (other than any Disposition of any properties or assets permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇)(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) and (p)) which in the aggregate results in the realization by Holdings and its Subsidiaries during any fiscal year of Net Cash Proceeds (determined as of the date of receipt) in excess of $10,000,000 in the aggregate (excluding any amount thereof to the extent reinvested or held for reinvestment pursuant to the first proviso below and subject to the second proviso) the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the amount of all such Net Cash Proceeds promptly (but in any case within ten Business Days) after receipt thereof by Holdings or such Subsidiary; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition permitted by Section 7.05(b)(ii), (f), (h), (j), (l) and (n) through (o), at the option of the Borrower (as elected by the Borrower in writing to the Administrative Agent within 10 Business Days of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest all or any portion of such Net Cash Proceeds in operating assets of the Borrower or any Subsidiary Guarantor, so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated and paid in cash (as certified by the Borrower in writing to the Administrative Agent); provided further, however, that any Net Cash Proceeds not so reinvested within such period shall be immediately thereafter applied to the prepayment of the Term Loans as set forth in this Section 2.05; and provided, still further, that notwithstanding the foregoing, to the extent that the aggregate amount Borrower has requested, pursuant to Section 2.05(b)(ii) of the First Lien Credit Agreement, that any Net Cash Proceeds from any Permitted Sale and Leaseback Transaction be used to prepay the Facility, the Borrower shall, so long as (x) before and after giving effect to such prepayment no “Default” or “Event of Asset Sales Default” (under and as defined in the First Lien Credit Agreement) shall have occurred and be continuing and (y) on the date of such prepayment, after giving pro forma effect thereto, the Consolidated Leverage Ratio shall be less than 5.00:1.00, apply such Net Cash Proceeds to prepay the Facility (it being understood that to the extent the conditions set forth in subclause (x) and subclause (y) shall not be fulfilled, the Net Cash Proceeds from any Permitted Sale and Leaseback Transaction shall be used to prepay any loans outstanding under the First Lien Credit Agreement in accordance therewith); (iii) within five Business Days of Casualty Events received the sale by Holdings or any of its Subsidiaries of capital stock or other Equity Interests (other than the sale of such capital stock or other Equity Interests pursuant to Section 7.06(f) and other than as provided for in clause (ii) above), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 50.0% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by Holdings or such Subsidiary; provided that such percentage shall be reduced to 25.0% of such Net Cash Proceeds if, and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of for so long as, the Consolidated Net Tangible Assets of the Borrower Leverage Ratio as of the end last day of the most recently ended completed Measurement Period is less than 3.50:1.00; (iv) within five Business Days after 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 7.02(a)(A), (a)(B), (b)(A), (b)(B), (b)(C), (b)(D), (b)(E), (b)(F), (b)(G), (b)(H), (b)(I), (b)(J), (b)(K), (b)(L) or (b)(M)) in excess of $5,000,000 per fiscal year, the Borrower shall apply prepay an aggregate principal amount of Term Loans equal to 100% of such excess all Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the received therefrom immediately upon receipt of such Net Cash Proceeds thereof by the Borrower Holdings or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments.; and (v) Prepayments within five Business Days of Loans under any Extraordinary Receipt received by or paid to or for the account of Holdings or any of its Subsidiaries and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c2.05(b), the Borrower shall be accompanied by accrued and unpaid interest on the prepay an aggregate principal amount of Term Loans equal to be prepaid to but excluding the date 100.0% of paymentall Net Cash Proceeds received therefrom immediately upon receipt thereof by Holdings or such Subsidiary.

Mandatory. (i) If for any reason The Borrower shall, on the Total Outstandings at any time exceed 90th day following the Commitment then in effectend of each Fiscal Year (commencing with the 2001 Fiscal Year), if the Borrower shall immediately 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 or repay all outstanding Loans in 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 excessFiscal 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) To The Borrower shall, within five days following receipt of Net Cash Proceeds by the extent Borrower or any of its Subsidiaries from (A) 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) or (iii) 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) above, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to the amount of such Net Cash Proceeds; provided, however, that if the aggregate amount of Net Cash Proceeds referred to in clause (A) above not previously applied to the prepayment of Asset Sales and the Advances is less than $1,000,000, the Borrower may retain such Net Cash Proceeds until the amount of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess 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 applied as follows: first, ratably to prepay outstanding Loans the Term Facilities and second, to the Working Capital Facility in accordance with Section 2.03(b)(iv)the manner set forth in clause (iv) below. (iii) In the event that the The Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall shall, within three Business Day five days following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiaryany of its Subsidiaries from (A) the incurrence or issuance by the Borrower or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to Section 5.02(b)), apply (B) the sale or issuance by the Borrower or any of its Subsidiaries of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest, and (C) the incurrence or issuance by Captain D's Realty of Debt permitted by Section 5.02(b)(vii), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to 100% the amount of such Net Cash Proceeds Proceeds. Each such prepayment referred to prepay outstanding Loans in accordance with Section 2.03(b)(iv)clause (A) or (B) 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 (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) Mandatory prepayments under The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Working Capital Advances comprising part of the same Borrowings, the 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 Section 2.03(bclause (iii) shall be first, applied to prepay Letter of Credit Advances then outstanding Loans with no corresponding permanent reduction 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 Commitmentssame Borrowings until such Advances are paid in full. (v) Prepayments 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 Loans all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day. (vi) All prepayments under this Section 2.03 subsection (b) shall be subject to Section 3.05, and, made together with accrued interest to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest date of such prepayment on the principal amount to be prepaid to but excluding the date of paymentprepaid.

Mandatory. (i) If for any reason The Borrower shall, on the Total Outstandings at any time exceed the Commitment then in effect, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount equal to such excess. (ii) To the extent that the aggregate amount date of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets receipt of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiaryany of its Subsidiaries from (A) the sale, apply lease, transfer or other disposition of any assets of the Borrower or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii), (iii) or (v) of Section 5.02(e)), (B) the incurrence or issuance by the Borrower or any of its Subsidiaries of any Debt for borrowed money (other than under this Agreement or Debt issued pursuant to Section 5.02 (b) (vi)) and (C) the sale or issuance by the Borrower or any of its Subsidiaries of any Equity Interests (including Preferred Securities) to Persons that are not Affiliates of the Loan Parties, prepay an aggregate principal amount of the Committed Advances comprising part of the same Committed Borrowings in an amount equal to 100% the Prepayment Percentage of the amount of such Net Cash Proceeds; provided that no prepayment shall be required to the extent of the first $25,000,000 of Net Cash Proceeds generated by any of the events described under (A), (B) or (C) of this Section 2.06, provided that no more than an aggregate amount of Net Cash Proceeds equal to prepay outstanding Loans in accordance with $75,000,000 shall be excluded from the requirements of this Section 2.03(b)(iv2.06(b)(i)); provided further that any portion of such prepayment that would be applied to any Eurodollar Rate Advance and would be made on a date other than the last day of an Interest Period for such Committed Advance shall be so paid and applied, at the option of the Borrower, within two weeks upon receipt. (ivii) Mandatory All prepayments under this Section 2.03(bsubsection (b) in respect of Eurodollar Rate Advances shall be applied to outstanding Loans made together with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, accrued interest to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest date of such prepayment on the principal amount to be prepaid to but excluding the date of paymentprepaid.

Mandatory. (i) If for any reason Subject to clause (viiclauses (v) and (viii) below, not later than the Total Outstandings at any time exceed the Commitment then in effect, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount equal to such excess. (ii) To the extent that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received fifth Business Day following receipt by the Borrower and its Restricted Subsidiaries or any Subsidiary of any Net Proceeds in a fiscal year exceeds five percent connection with any Asset Sale (5%) of Consolidated Net Tangible Assets of other than any Asset Sale relating to the Borrower as of the end of the most recently ended fiscal yearTarget Non-Core Assets), the Borrower shall apply an amount equal to 100% of such excess the Net Cash Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.03(b)(iv2.06(b)(viiiix). (ii) Subject to clause (viiclauses (v) and (viii) below, not later than the fifth Business Day following receipt by the Borrower or any Subsidiary of any Net Proceeds in connection with any Recovery Event (other than any Recovery Event relating to the Target Non-Core Assets), the Borrower shall apply 100% of the Net Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.06(b)(viiiix); provided that no prepayment pursuant to this clause (ii) shall be required if the Net Proceeds received in connection with any such Recovery Event are less than $5,000,000 individually and $10,000,000 in the aggregate of all such Recovery Events in any fiscal year. (iii) In Not later than the event that fifth Business Day following receipt of Net Proceeds by the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) 6.01), the Borrower shall within three apply 100% of the Net Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.06(b)(viiiix). (iv) NotSubject to clause (v) below, not later than the fifth Business Day following the (A) receipt of such Net Cash Proceeds by the Borrower or any Subsidiary of any Extraordinary Receipts (other than any Extraordinary Receipts relating to the Target Non-Core Assets), the Borrower shall apply 100% of the Net Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.06(b)(viiiix); provided that no prepayment pursuant to this clause (iv) shall be required if the Net Proceeds received in connection with any such Restricted SubsidiaryExtraordinary Receipts are less than $5,000,000 individually and $10,000,000 in the aggregate of all such Extraordinary Receipts in any fiscal year., apply an and (B) the date on which any cash that is restricted on the balance sheet of the Borrower is no longer restricted as a result of the incurrence of any Replacement ABL Facility pursuant to Section 6.01(a)(ii)(B), including upon any issuance of letters of credit under such Replacement ABL Facility, or otherwise, except to the extent such cash promptly becomes restricted in favor of the State of New York as cash collateral for statutory obligations. (v) Not later than five (5) Business Days following receipt by the Borrower or any Subsidiary of any Net Proceeds in connection with any Asset Sale, Recovery Event or other transaction resulting in proceeds in respect of Target Non-Core Assets: (1) if the aggregate principal amount of outstanding Senior Secured Indebtedness is greater than or equal to $300,000,000, the Borrower shall apply (i) 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv).2.06(b)(ix) plus (ii) a prepayment premium equal to one percent (1.0%) of the principal amount of the Loans so prepaid; (iv2) Mandatory prepayments under if the aggregate principal amount of outstanding Senior Secured Indebtedness is less than $300,000,000, but greater than or equal to $200,000,000, the Borrower shall apply (i) 50% of the Net Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.06(b)(ix) plus (ii) a prepayment premium equal to (x) with respect to any prepayment pursuant to this Section 2.03(b2.06(b)(v)(2) prior to the fourth anniversary of the First Amendment Effective Date, one percent (1.0%) or (y) with respect to any prepayment pursuant to this Section 2.06(b)(v)(2) on or after the fourth anniversary of the First Amendment Effective Date, zero percent (0%), in each case, of the principal amount of the Loans so repaid; provided that, concurrently with making the mandatory prepayment described in this Section 2.06(b)(v)(2), the Borrower shall have the option to apply the remaining 50% of the Net Proceeds not so required to be applied to mandatory prepayment pursuant to this Section 2.06(b)(v)(2) to voluntarily prepay the outstanding Loans at a prepayment premium equal to (x) with no corresponding permanent reduction respect to any prepayment pursuant to this Section 2.06(b)(v)(2) prior to the fourth anniversary of the Commitments. First Amendment Effective Date, one percent (v1.0%) Prepayments of Loans under or (y) with respect to any prepayment pursuant to this Section 2.03 shall be subject to Section 3.052.06(b)(v)(2) on or after the fourth anniversary of the First Amendment Effective Date, and, to the extent interest is required to be paid pursuant to Section 2.06(czero percent (0%), shall be accompanied by accrued and unpaid interest on in each case, of the principal amount of the Loans so repaid; and (3) if the aggregate principal amount of outstanding Senior Secured Indebtedness is less than $200,000,000, the Borrower shall not be required to make any mandatory prepayment pursuant to this Section 2.06((b)(v); provided that such Net Proceeds shall be prepaid to but excluding included in the date calculation of paymentExcess Cash Flow.

Mandatory. (i) If for any reason Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the Total Outstandings at any time exceed related Compliance Certificate has been delivered pursuant to Section 6.02(b) (commencing with the Commitment then financial statements and certificate in effectrespect of the fiscal year ending September 30, 2009) and provided that the Consolidated Leverage Ratio as set forth in such Compliance Certificate is 2.50 to 1.00 or greater, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% of Excess Cash Flow for the fiscal year covered by such excessfinancial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in clauses (v) and (viii) below). (ii) To If the extent that Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e) or (i)) which results in the aggregate amount realization by such Person of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal yearProceeds, the Borrower shall apply prepay an aggregate principal amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds 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 prepayments to prepay outstanding be applied as set forth in clauses (v) and (viii) 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 (as notified by the Borrower to the Administrative Agent not more than 30 days after the date of such 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 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 Loans as set forth in accordance with this Section 2.03(b)(iv2.05(b)(ii). (iviii) Mandatory prepayments under this Section 2.03(b(A) shall be applied to outstanding Loans with no corresponding permanent reduction Upon the incurrence or issuance by the Borrower or any of the Commitments. its Subsidiaries of any Indebtedness (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required other than Indebtedness expressly permitted to be paid incurred or issued pursuant to Section 2.06(c7.02 except for Indebtedness incurred under Section 7.02(j) in excess of the first $250,000,000 incurred thereunder, as to which this Section 2.05(b)(iii) shall apply to such amounts in excess of $250,000,000), the Borrower shall be accompanied by accrued and unpaid interest on the prepay an aggregate principal amount of Loans equal to be prepaid to 100% of all Net Cash Proceeds received therefrom promptly, but excluding the date of payment.in any event within five Business Days, after receipt

Mandatory. (i) If for any reason the Total Outstandings at any time exceed the Commitment then in effect, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount equal to such excess[Reserved]. (ii) To If any Asset Sale or Casualty Event (or series of related Asset Sales or Casualty Events) results in the receipt by the Borrower or any Restricted Subsidiary of aggregate Net Cash Proceeds in excess of the greater of $25,000,000 and 15% of Four Quarter Consolidated EBITDA (“Relevant Transaction”), then, except to the extent the Borrower elects in a written notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 7.04, the Borrower shall prepay, subject to Section 2.05(b)(viii), an aggregate principal amount of Loans in an amount equal to 100% (as may be adjusted pursuant to the second proviso below) of the Net Cash Proceeds received from such Relevant Transaction within 15 Business Days of receipt thereof (or within 15 Business Days after the later of the date the threshold referred to above is first exceeded and the date the relevant Net Cash Proceeds are received) by the Borrower or such Restricted Subsidiary; provided that the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is pari passu in right of payment and security with the First Lien Obligations or the Initial Loans, in each case, to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Relevant Transaction, to the extent not deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of (1) the amount of such Net Cash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08) and the denominator of which is the aggregate outstanding principal amount of Loans and such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Article I); provided, further that only the amount of Net Cash Proceeds in excess of the greater of $25,000,000 and 15% of Four Quarter Consolidated EBITDA for any Asset Sale or Casualty Event (or series of related Asset Sales or Casualty Events) shall be subject to prepayment pursuant to this Section 2.05(b)(ii) and, in such case, the required prepayment shall be only the amount in excess thereof; provided, further, that until the Discharge of First Lien Credit Agreement Obligations, no mandatory prepayments of Loans shall be required under this Section 2.05(b)(ii), pursuant to the terms hereof and Net Cash Proceeds Section 7.04, except to the extent of Casualty Events received mandatory prepayments pursuant to Section 2.05(b)(ii) of the First Lien Credit Agreement declined by the lenders thereunder. (iii) Upon the incurrence or issuance by the Borrower and its or any Restricted Subsidiaries in a fiscal year exceeds five percent (5%) Subsidiary of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal yearany Refinancing Notes, any Specified Refinancing Loans or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.01, the Borrower shall apply prepay an aggregate principal amount of Tranches in an amount equal to 100% of such excess all Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the received therefrom immediately upon receipt of such Net Cash Proceeds thereof by the Borrower or such Restricted Subsidiary; provided, further, that until the Discharge of First Lien Credit Agreement Obligations, no mandatory prepayments of Loans shall be required under clause (C) of this Section 2.05(b)(iii), except to the extent of mandatory prepayments pursuant to Section 2.05(b)(iii) of the First Lien Credit Agreement declined by the lenders thereunder. (iv) [Reserved]. (v) [Reserved]. (vi) Subject to Section 2.17, each prepayment of Loans pursuant to this Section 2.05(b) shall be applied to each Tranche on a pro rata basis (or, if agreed to in writing by the Majority Lenders of a Tranche, in a manner that provides for more favorable prepayment treatment of other Tranches, so long as each other such Tranche receives its Pro Rata Share of any amount to be applied more favorably, except to the extent otherwise agreed by the Majority Lenders of each Tranche receiving less than such Pro Rata Share) (other than a prepayment of (x) Loans with the proceeds of Indebtedness incurred pursuant to Section 2.18, which shall be applied to the Tranche being refinanced pursuant thereto or (y) Loans with the proceeds of any Refinancing Notes issued to the extent permitted under Section 7.01(a), which shall be applied to the Tranche being refinanced pursuant thereto). Amounts to be applied to a Tranche in connection with prepayments made pursuant to this Section 2.05(b) shall be applied to interest on each such Tranche on a pro rata basis that is accrued and payable at such time and thereafter to the remaining scheduled installments with respect to such Tranche in direct order of maturity. Each prepayment of Loans under a Facility pursuant to this Section 2.05(b) shall be applied on a pro rata basis to the then outstanding Base Rate Loans and Eurocurrency Rate Loans under such Facility; provided that, if there are no Declining Lenders with respect to such prepayment, then the amount thereof shall be applied first to Base Rate Loans under such Facility to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to Section 3.06. (vii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.06 and, to the extent applicable, any additional amounts required pursuant to Section 2.05(a)(iii), Notwithstanding any of the other provisions of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b), other than on the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a cash collateral account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply an such amount equal to 100% the prepayment of such Loans in accordance with this Section 2.05(b) (it being agreed, for clarity, that interest shall continue to accrue on the Loans so prepaid until the amount so deposited is actually applied to prepay such Loans). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b). (viii) Notwithstanding any other provisions of this Section 2.05, to the extent that any or all of the Net Cash Proceeds of any Asset Sale by a Non-U.S. Subsidiary (or a U.S. Subsidiary of a Non-U.S. Subsidiary) (a “Foreign Disposition”) or the Net Cash Proceeds of any Casualty Event from a Non-U.S. Subsidiary (or a U.S. Subsidiary of a Non-U.S. Subsidiary) (a “Foreign Casualty Event”), in each case giving rise to a prepayment event pursuant to Section 2.05(b)(ii), are or is prohibited, restricted or delayed by applicable local law, rule or regulation (including, without limitation, financial assistance and corporate benefit restrictions and fiduciary and statutory duties of any director or officer of such Subsidiaries) from being repatriated to the Borrower or so prepaid or such repatriation or prepayment would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officer), the portion of such Net Cash Proceeds so affected will not be required to prepay outstanding be applied to repay Loans at the times provided in accordance with this Section 2.03(b)(iv)2.05 but may be retained by the applicable Non-U.S. Subsidiary. (ivix) Mandatory prepayments under Notwithstanding any other provisions of this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and2.05, to the extent interest is that the Borrower has determined in good faith that repatriation of any or all of the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event, in each case giving rise to a prepayment event pursuant to Section 2.05(b)(ii) would result in adverse tax consequences, the Net Cash Proceeds so affected will not be required to be paid pursuant applied to repay Loans at the times provided in this Section 2.06(c), 2.05 but may be retained by the applicable Non-U.S. Subsidiary. (x) The Borrower shall not be accompanied by accrued and unpaid interest on required to monitor any Payment Block and/or reserve cash for future repatriation after the principal amount to be prepaid to but excluding Borrower has notified the date Administrative Agent of paymentthe existence of such Payment Block.

Mandatory. (i) If for any reason The Borrower shall, on the Total Outstandings at any time exceed 90th day following the Commitment then in effectend of each Fiscal Year commencing with the 2001 Fiscal Year, prepay an aggregate principal amount of the Borrower shall immediately prepay or repay all outstanding Loans Advances comprising part of the same Borrowings in an aggregate amount equal to the amount of Excess Cash Flow in excess of $10,000,000 for such excessFiscal Year. Each such prepayment shall be applied ratably to each Facility and to the installments thereof on a pro rata basis. (ii) To the extent that the aggregate amount The Borrower shall, within two Business Days of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets receipt of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiaryany of its Subsidiaries from (A) the sale, apply lease, transfer or other disposition of any assets of the Borrower or any of its Subsidiaries (other than leases in the ordinary course of business or any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii), (iv) or (v) 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) above, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to 100% the amount of such Net Cash Proceeds Proceeds. Each such prepayment shall be applied ratably to prepay outstanding Loans in accordance with Section 2.03(b)(iv)each Facility and to the installments thereof on a pro rata basis. (iviii) Mandatory All prepayments under this Section 2.03(bsubsection (b) shall be applied to outstanding Loans made together with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, accrued interest to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest date of such prepayment on the principal amount to be prepaid to but excluding the date of paymentprepaid.

Mandatory. (iIf the Company or any of its Subsidiaries Disposes of any property in accordance with and permitted by Section 7.02(f) If for any reason which results in the Total Outstandings at any time exceed the Commitment then in effectrealization by such Person of Net Cash Proceeds, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount equal to such excess. (ii) To the extent that the aggregate principal amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (b)(iv) below). Upon the incurrence or issuance by the Company or any of 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 outstanding 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 Subsidiary (such prepayments to be applied as set forth in accordance clause (b)(iv) below). 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 Section 2.03(b)(ivemployee benefit arrangements). , 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 Company or such Subsidiary (ivsuch prepayments to be applied as set forth in clause (b)(iv) Mandatory prepayments under below). 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 pro rata basis based on outstanding Loans with no corresponding permanent reduction balances under each of this Agreement, the Existing 2013 Revolving Credit Agreement, the Existing 2015 Revolving Credit Agreement and the Note Purchase Agreements, in each case, as of the Commitments. last day of the fiscal quarter immediately preceding such Disposition or incurrence of Indebtedness or issuance of Capital Stock, as applicable, to prepay (vA) Prepayments Loans hereunder, on the one hand, and (B) certain outstanding amounts owing under the NPA Notes, on the other hand, in each case, it being agreed and understood that any portion of Loans under this Section 2.03 such proceeds offered to, but declined by, the holders of the NPA Notes (after giving effect to all offers of such proceeds to the other holders of the NPA Notes) shall be subject used to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentprepay Loans hereunder.

Mandatory. (i) If for any reason the Total Outstandings at any time exceed the Commitment then in effect, the Borrower shall immediately prepay or repay all outstanding Loans any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a) – (h), (j), (k), (l) or (n)) which results in an the realization by such Person of aggregate amount equal to such excess. (ii) To the extent that the aggregate amount of Net Cash Proceeds in excess of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries $15,000,000 in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended any fiscal year, the Borrower shall apply prepay an aggregate principal amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds in excess of $15,000,000 within three Business Days after receipt thereof by such Person (such prepayments to prepay outstanding Loans be applied as set forth in accordance clause (iii) below); provided, however, that, with Section 2.03(b)(iv). (iv) Mandatory prepayments respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction 2.05(b)(i), at the election of the Commitments. Borrower (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, as notified by the Borrower to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding Administrative Agent within three Business Days after the date of paymentsuch Disposition), and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower or such Restricted 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 have been consummated or the Borrower or such Restricted Subsidiary shall have entered into a binding agreement for such reinvestment (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that an amount equal to any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(i).

Mandatory. (i) If for any reason Within ten Business Days after financial statements have been, or should have been, delivered pursuant to Section 6.01(a) and the Total Outstandings at any time exceed the Commitment then in effectrelated Compliance Certificate has been, or should have been, delivered pursuant to Section 6.02(b), the Borrower shall immediately Borrowers shall, in each fiscal year commencing with the fiscal year ended December 31, 2011, prepay or repay all outstanding Loans in an aggregate principal amount of Loans equal to the excess (if any) of (A) 75% of Excess Cash Flow for the fiscal year covered by such excess. financial statements over (iiB) To the extent that the aggregate principal amount of Net Loans prepaid pursuant to Section 2.03(a)(i) (such prepayments to be applied as set forth in clause (v) below); provided that for each such fiscal year, the percentage of Excess Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries Flow specified in a fiscal year exceeds five percent clause (5%A) of above will be 50% if Holdings’ Consolidated Net Tangible Assets of the Borrower Leverage Ratio as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of year or period covered by such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv)financial statements is less than 1.00:1.0. (iiiii) In the event that the Borrower If Holdings or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed its Subsidiaries Disposes of any property (other than any cash proceeds from Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e) or (f)) which results in the issuance realization by such Person of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by Proceeds, the Borrower or such Restricted Subsidiary, apply Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly upon 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 2.03(b)(ii), at the election of the Borrowers (as notified by the Borrowers 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, Holdings 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 purchase shall have been consummated; and provided further, however, that any Net Cash Proceeds not so reinvested shall be promptly applied to the prepayment of the Loans as set forth in this Section 2.03(b)(ii). (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 7.02), the Borrowers shall prepay outstanding an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly upon receipt thereof by Holdings or such Subsidiary (such prepayments to be applied as set forth in accordance clause (v) 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 clause (ii) or (iii) of this Section 2.03(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly upon receipt thereof by Holdings 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 Borrowers (as notified by the Borrowers 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, Holdings or such Subsidiary may reinvest all or any portion of such proceeds in operating assets so long as within 365 days after the receipt of such proceeds, such purchase shall have been consummated; and provided, further, however, that any cash proceeds not so applied shall be promptly applied to the prepayment of the Loans as set forth in this Section 2.03(b)(iv). (ivv) Mandatory prepayments under Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction the principal repayment installments thereof in inverse order of the Commitmentsmaturity. (vvi) Prepayments Notwithstanding any of the other provisions of clause (ii), (iii) or (iv) of this Section 2.03(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 2.03(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 $2,500,000, 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) or (iv) of this Section 2.03(b) to be applied to prepay Loans exceeds $2,500,000. Upon the occurrence of a Default during any such deferral period, the Borrowers shall promptly prepay the Loans in the amount of all Net Cash Proceeds received by the Borrowers and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.03 shall be subject to Section 3.05, and, 2.03(b) (without giving effect to the extent interest is required to be paid pursuant to Section 2.06(cfirst and second sentences of this clause (vi), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to ) but excluding the date of paymentwhich have not previously been so applied.

Mandatory. (i) If for If, at any reason time, the Total Outstandings at any such time exceed the Commitment then in effectMaximum Revolving Credit, then, within one Business Day, the Borrower Borrowers shall immediately prepay or repay all the outstanding Loans and/or the Cash Collateralize the outstanding L/C Obligations (including by depositing funds in the L/C Cash Collateral Account pursuant to Section 2.04(h)(i)) in an aggregate amount sufficient to reduce the amount of Total Outstandings as of such date of payment to an amount less than or equal to the WEIL:\98235875\14\35899.0561DOCPROPERTY DOCXDOCID DMS=IMANAGE FORMAT=<<LIB>>\<<NUM>>\<<VER>>\<<CLT>>.<<MTR>>WEIL\100652005\11\35899.0663 Maximum Revolving Credit; provided, however, that, subject to the provisions of Section 2.04(h)(ii), the Borrowers 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 Maximum Revolving Credit above at such excesstime. (iii) To At any time following the extent that occurrence and during the aggregate amount continuation of a Liquidity Period, within five Business Days following the receipt of any Net Cash Proceeds in respect of Asset Sales and any Disposition of Collateral or any Net Cash Insurance/Condemnation Proceeds (other than any Disposition (A) permitted by Section 7.05(a), (b), (c), (d), (h) or (i), or (B) in the ordinary course of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets business of the Borrower as of the end of the most recently ended fiscal yearBorrowers and their respective Subsidiaries), the Borrower Borrowers shall apply an amount equal to 100% of such excess Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as applicable, received with respect thereto to prepay the outstanding principal amount of the Loans and/or Cash Collateralize the outstanding L/C Obligations, and the Borrowers shall deliver an updated Borrowing Base Certificate to the Administrative Agent on the date of any such Disposition or receipt of Net Insurance/Condemnation Proceeds. (ii) Prepayments of the Facilities made pursuant to this Section 2.06(b), shall be applied, first, to the L/C Borrowings, Swingline Loans or Protective Advances, second, ratably to the outstanding Loans in accordance with Section 2.03(b)(iv)and third, to Cash Collateralize the remaining L/C Obligations. (iii) In the event that case of prepayments of the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted Facilities required pursuant to clause (i) or (ii) of this Section 7.01) 2.06(b), the Borrower shall within three Business Day following amount remaining, if any, after the receipt prepayment in full of all L/C Borrowings and Loans, outstanding at such Net time and the Cash Proceeds Collateralization of the remaining L/C Obligations in full may be retained by the Borrower or such Restricted SubsidiaryBorrowers for use in the ordinary course of their business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, apply an amount equal to 100% of such Net the funds held in the L/C Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b) Collateral Account shall be applied (without any further action by or notice to outstanding Loans with no corresponding permanent reduction of or from the CommitmentsBorrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) If for On any reason date that a Borrowing Base Deficiency exists as stated in the Total Outstandings at any time exceed Borrowing Base Certificate delivered pursuant to Section 5.2(d) or as notified to the Commitment then Borrower by the Administrative Agent (with such calculation set forth in effectreasonable detail which shall be conclusive absent manifest error), the Borrower shall immediately shall, within three (3) Business Days, to the extent of such deficiency, first prepay or repay all to the Administrative Agent for the benefit of the Swing Line Lender (and the other Lenders, as applicable) the outstanding Loans principal amount of the Swing Line Advances, second prepay to the Administrative Agent for the benefit of the Lenders on a pro rata basis the outstanding principal amount of the Revolving Advances and any unpaid amounts of the Letter of Credit Obligations owed to the Lenders; and third make deposits into the Cash Collateral Account to provide cash collateral in an aggregate the amount equal to of such excessexcess for the remaining Letter of Credit Exposure. (ii) To Upon the occurrence of each Disposition by the Borrower or any Restricted Subsidiary (including any Recovery Event but excluding (A) any Recovery Event to the extent that the aggregate amount a Reinvestment Notice shall be delivered in respect thereto, (B) any Disposition permitted under clauses (b)(i), (c), (d), (e), (f), and (h) of Net Cash Proceeds Section 6.8 and (C) any Disposition of Asset Sales and Net Cash Proceeds of Casualty Events received by cash between or among the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent permitted under clause (5%k) of Consolidated Net Tangible Assets Section 6.8), in any case, in excess of $500,000 for any individual transaction and $2,500,000 in the aggregate (or $5,000,000 in the aggregate if Total Commitment is equal to or less than $150,000,000) when taken together with all Dispositions since the Fifth Amendment Effective Date, then on the date of receipt by the Borrower or the applicable Restricted Subsidiary (other than Global Holdings and its Subsidiaries) of the Net Cash Proceeds related thereto, the Advances shall immediately be prepaid by an amount equal to the amount of such Net Cash Proceeds; provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date the Advances shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Recovery Event. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 6.8. (iii) The Borrower as shall, within (x) sixty (60) days after the date of a Debt Incurrence of New Notes or (y) thirty (30) days after the date of each other Debt Incurrence, prepay the Advances by an amount equal to 75% of the Debt Incurrence Proceeds that the Borrower or any of its Restricted Subsidiaries (other than Global Holdings and its Subsidiaries) receives from each such Debt Incurrence after the Effective Date; provided that, no such mandatory prepayment shall be required with respect to Debt Incurrence Proceeds of New Notes to the extent that such Debt Incurrence Proceeds are actually applied within sixty (60) days after the date of such Debt Incurrence to refinance Existing Notes. (iv) On the last Business Day of each week, if the Consolidated Cash Balance Amount at the end of the most recently ended fiscal yearimmediately preceding Business Day (excluding any outstanding checks) exceeds the Consolidated Cash Balance Threshold, the Borrower shall apply shall, to the extent of such excess, first prepay the outstanding principal amount of the Swing Line Advances until such Advances are repaid in full, and second prepay the outstanding principal amount of the Revolving Advances until such Advances are repaid in full. (v) Upon the occurrence of each Equity Issuance, the Borrower agrees to make a mandatory prepayment of the Advances by an amount equal to 100% of such excess Net Cash the Equity Issuance Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other not later than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three one Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv)proceeds. (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) If for Upon any reason sale, transfer or other disposition of any assets or property by the Total Outstandings at Borrower or any time exceed the Commitment then in effectRegulated Subsidiary, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate principal amount of the Advances equal to 100% of the Net Cash Proceeds received therefrom promptly upon receipt thereof by the Borrower or such excess. Regulated Subsidiary; provided that the foregoing shall not apply to (i) any sale, transfer or other disposition of any asset or property of the Borrower or any Regulated Subsidiary permitted under Sections 5.02(e)(i) through 5.02(e)(v), 5.02(e)(vii) or 5.02(e)(viii) or (ii) To any Equity Interests in, or assets or property of, Mountaineer Gas; provided further notwithstanding the extent that foregoing, the aggregate amount Borrower and its Regulated Subsidiaries shall be entitled to retain the first $100,000,000 of Net Cash Proceeds from any other sale, transfer or other disposition in respect of Asset Sales and Net Cash Proceeds any of Casualty Events the assets or property of the Borrower or its Regulated Subsidiaries received by the Borrower and its Restricted Regulated Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal yearaggregate and shall not be required to repay Term Advances, the Borrower shall apply an amount equal to 100% of such excess Net L/C Borrowings or Revolving Advances or Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted Collateralize L/C Obligations pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b2.06(b) with such proceeds. Prepayments pursuant to this Section 2.06(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, andfirst, to repay Term Advances outstanding at such time until all such Term Advances are paid in full, second, to repay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid in full, third, to repay Revolving Advances outstanding at such time until all such Revolving Advances are paid in full, fourth, to Cash Collateralize the extent interest is required to be paid pursuant to Section 2.06(cL/C Obligations (the sum of such prepayment amounts and Cash Collateralization amounts being the “Reduction Amount”), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. Upon any sale, transfer or other disposition of any Assets by AYE or any Regulated Subsidiary, AYE shall prepay an aggregate principal amount of the Advances equal to 75% of the Net Cash Proceeds received therefrom promptly upon receipt thereof by AYE or such Regulated Subsidiary; provided that the foregoing shall not apply to (i) If for any reason sale, transfer or other disposition of any Asset of AYE or any Regulated Subsidiary permitted under Sections 5.02(e)(i) through 5.02(e)(v), 5.02(e)(vii), 5.02(e)(viii), 5.02(e)(x) or 5.02(e)(xiii), (ii) any sale, transfer or other disposition of Equity Interests in, or Assets of, Mountaineer Gas and, if sold, transferred or otherwise disposed of in the Total Outstandings at same transaction involving the sale, transfer or other disposition of Equity Interests in, or Assets of, Mountaineer Gas, certain other natural gas distribution Assets owned by MPC, (iii) any time exceed issuance of any Equity Interest (including any capital contribution) by AYE or any of its Regulated Subsidiaries permitted under Sections 5.02(e)(xi) or 5.02(e)(xii), or (iv) any sale, transfer or other disposition of Assets of less than $2,000,000 individually or $10,000,000 in the Commitment then aggregate in effectany fiscal year; provided, further, notwithstanding the Borrower foregoing, AYE and its Regulated Subsidiaries shall immediately prepay be entitled to retain the first $100,000,000 of Net Cash Proceeds from any other sale, transfer or repay all outstanding Loans other disposition in respect of any of the Assets of AYE or its Regulated Subsidiaries received by AYE and its Regulated Subsidiaries in the aggregate plus an aggregate amount equal to such excess. (iiA) To the extent that aggregate principal amount of the Term Facility optionally prepaid by AYE pursuant to Section 2.06(a) and (B) the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets any optional prepayment of the Borrower Revolving Facility pursuant to Section 2.06(a) (if and to the extent the Revolving Commitments are terminated by AYE concurrently with such prepayment by AYE pursuant to Section 2.05(a)), in the case of clauses (A) and (B) above, so long as such prepayment was funded with the proceeds of any sale, transfer or other disposition of any Asset by AYE or any Regulated Subsidiary not otherwise required to be applied to mandatorily prepay the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans Advances in accordance with this Section 2.03(b)(iv2.06(b). (iii) In the event that the Borrower , and shall not be required to repay Term Advances, L/C Borrowings or any Restricted Subsidiary shall receive Net Revolving Advances or Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted Collateralize L/C Obligations pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b2.06(b) with such proceeds. Prepayments pursuant to this Section 2.06(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, andfirst, to repay Term Advances outstanding at such time until all such Term Advances are paid in full or, if the extent interest is required Net Cash Proceeds arising from such sale, transfer or other disposition of Assets occurs prior to be the Term Borrowing, to permanently reduce the Term Commitments, second, to repay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid pursuant in full, third, to Section 2.06(crepay Revolving Advances outstanding at such time until all such Revolving Advances are paid in full, fourth, to Cash Collateralize the L/C Obligations (the sum of such prepayment amounts, cancellation of Term Commitments and Cash Collateralization amounts being the "Reduction Amount"), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property or assets permitted by Section 7.05(a), (f), (i) or (j) which in the aggregate results in the realization by the Borrower 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 the Borrower or such Subsidiary), in excess of $2,500,000 per annum, the Borrower shall prepay an aggregate principal amount of Term Loans and the Revolving Credit Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary; provided, however, that the Borrower shall be required to prepay Revolving Credit Loans with the Net Cash Proceeds of any Disposition of any property or assets permitted by (x) Section 7.05(f) or (i) only to the extent that the aggregate Net Cash Proceeds from all such Dispositions exceeds $150,000,000, and (y) Section 7.05(j) only to the extent that the aggregate Net Cash Proceeds from all such Dispositions exceeds $120,000,000; provided further, however, that, with respect to any Net Cash Proceeds realized (I) under a Disposition described in this Section 2.05(b)(i) or (II) proceeds of insurance and condemnation awards described in Section 2.05(b)(iii), at any time after all Term Loans have been repaid in full and all Term Commitments have been terminated, at the option of the Borrower (as elected by the Borrower in writing to the Co-Administrative Agents on or prior to 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, the Borrower may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days after the receipt of such Net Cash Proceeds, the purchase of such assets shall have been consummated (as certified by the Borrower in writing to the Co-Administrative Agents); 39provided still 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. (ii) So long as any Term Loan or Term Commitment remains outstanding, 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(a)(A), (b)(A), (c)(A), (c)(B), (c)(C), (c)(D), (c)(E), (c)(F) or (c)(G)), 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. (iii) 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) or (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 immediately upon receipt thereof by the Borrower or such Subsidiary. (iv) If for any reason the Total Outstandings at any time exceed the Commitment Aggregate Commitments then in effect, the Borrower shall immediately prepay or repay all outstanding Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. (ii) To the extent ; provided, however, that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal not be required to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In Collateralize the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted L/C Obligations pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b2.05(b)(iv) shall be applied to outstanding Loans with no corresponding permanent reduction unless after the prepayment in full of the CommitmentsLoans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (v) Each prepayment of Loans pursuant to this Section 2.05(b) shall be applied, first, to the Term Facility and, thereafter, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). (vi) Prepayments of Loans under the Revolving Credit Facility made pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 2.03 2.05(b), first, shall be subject 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 the Outstanding Amount of all such Revolving Credit Loans is reduced to $350,000,000 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) or (iii) of this Section 3.052.05(b), andthe amount remaining, if any, after the prepayment of all Loans, to the extent interest is required to be paid pursuant to under this Section 2.06(c2.05(b)(vi), and L/C Borrowings outstanding at such time and the L/C Obligations have been Cash Collateralized 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, and the Revolving Credit Facility shall be accompanied automatically and permanently reduced as set forth in Section 2.06(b)(ii). Upon the drawing of any Letter of Credit which has been Cash Collateralized, such funds shall be applied (without any further action by accrued and unpaid interest on or notice to or from the principal amount Borrower or any other Loan Party) to be prepaid to but excluding reimburse the date of paymentAppropriate L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) No later than five Business Days following the delivery by the Borrower of its annual audited financial reports required pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall deliver to the Administrative Agent a calculation of the Excess Cash Flow (without giving effect to prepayments of Second Lien Loans pursuant to Section 7.15(d)) for the fiscal year last ended and, no later than ten Business Days following the delivery of such calculation, the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% (or if the Consolidated Leverage Ratio as set forth in such Compliance Certificates is less than 4.5:1.0, 25% or if the Consolidated Leverage Ratio as set forth in such Compliance Certificate is less than 3.5:1.0, 0%) of Excess Cash Flow (without giving effect to prepayments of Second Lien Loans pursuant to Section 7.15(d)) for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term B Loans prepaid pursuant to Section 2.05(a)(i) during such fiscal year (such prepayments to be applied as set forth in clauses (v) and (vii) below). (ii) If Holdings or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a) through (i)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall, (i) no later than one Business Day following the receipt of any Net Cash Proceeds by Holdings or such Subsidiary, the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Cash Proceeds and (ii) on the date that is 10 Business Days following the receipt of such Net Cash Proceeds 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 (as notified by the Borrower to the Administrative Agent within ten Business Days of such Disposition), and so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g )shall have occurred and be continuing or any Event of Default (other than pursuant to Sections 8.01(a), (f) or (g)) shall have occurred and be continuing for 10 calendar days, Holdings or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 15 months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated or if Holdings or such Subsidiary enters into a definitive agreement to reinvest such Net Cash Proceeds during such 15 month period, within 18 months after the 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 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 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 7.02), the Borrower shall, concurrently with the receipt of any Net Cash Proceeds by Holdings, the Borrower or any Subsidiary, deliver to the Administrative Agent a calculation of the amount of such Net Cash Proceeds, and no later than ten Business Days following the delivery of such calculation, prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom by Holdings 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 Holdings or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrower shall, concurrently with the receipt of any Net Cash Proceeds by Holdings, the Borrower or any Subsidiary, deliver to the Administrative Agent a calculation of the amount of such Net Cash Proceeds, and no later than ten Business Days following the delivery of such calculation, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom by Holdings or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that at the election of the Borrower (as notified by the Borrower to the Administrative Agent within ten Business Days of the date of receipt of such Extraordinary Receipt), Holdings or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 15 months after the receipt of such Net Cash Proceeds such purchase shall have been consummated or if Holdings or any such Subsidiary enters into a definitive agreement to reinvest such Net Cash Proceeds within such 15 month period within 18 months of the receipt of such Net Cash Proceeds; and provided further, however, that any Net 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,first, to the next four principal repayment installments in direct order of maturity ratably among the Term B Lenders and the Term B Borrowings and then to the remaining principal repayments installments thereof on a pro rata basis as among the Term B Lenders and the Term B Borrowings and, following any further prepayments of the Term B Facility required pursuant to Section 2.05(c), second, to the repayment of the Second Lien Loans in accordance with the terms of the Second Lien Credit Agreement and, following any further prepayments of the Second Lien Loans required pursuant to Section 2.05(c) or the Second Lien Credit Agreement, third to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b) (but without any permanent reduction of the Revolving Credit Commitments). (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Commitment then in effectRevolving Credit Facility at such time, the Borrower shall immediately prepay or repay all outstanding 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, (together with any accrued and unpaid interest or other amounts owing in respect thereof and termination payments owed under any interest rate Swap Contract as a result of such prepayment), second, shall be applied ratably to the outstanding Revolving Credit Loans, (together with any accrued and unpaid interest or other amounts owing in respect thereof and termination payments owed under any interest rate Swap Contract as a result of such prepayment), 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) To or (iv) of this Section 2.05(b), the extent that amount remaining, if any, after the aggregate amount prepayment in full of Net all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Proceeds Collateralization of Asset Sales and Net Cash Proceeds of Casualty Events received the remaining L/C Obligations in full may be retained by the Borrower and for use in the ordinary course of its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) business. Upon the drawing of Consolidated Net Tangible Assets any Letter of the Borrower as of the end of the most recently ended fiscal yearCredit that has been Cash Collateralized, the Borrower funds held as cash collateral shall apply an amount equal be applied (without any further action by or notice to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that or from the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from other Loan Party) to reimburse the issuance L/C Issuer or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted SubsidiaryRevolving Credit Lenders, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv)as applicable. (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. The Company agrees to make a mandatory prepayment of the Revolving Advances and/or the Swingline Advances: (i) If or if the Revolving Advances and the Swingline Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, on any reason date on which the Total Outstandings at any time exceed outstanding principal amount of the Commitment then Revolving Advances plus the Letter of Credit Exposure plus the outstanding principal amount of the Swingline Advances exceeds the lesser of (A) the aggregate Revolving Commitments and (B) the Collateral Coverage Amount, in effect, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount equal to of such excess.; (ii) To the extent that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of the Debt Incurrence Proceeds that the Company or any of its Subsidiaries receives from each Debt Incurrence after the Closing Date within 30 days after the date of each such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv).Debt Incurrence; (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of the Equity Issuance Proceeds in excess of $5,000,000.00 per occurrence that the Company or any of its Subsidiaries receives from each Equity Issuance after March 31, 2004 within 30 days after the date of each such Net Cash Proceeds Equity Issuance; and (iv) by an amount equal to prepay outstanding Loans (A) provided that no Event of Default has occurred and is continuing, (1) the amount required by Section 6.03(b)(iii) from the sale of any assets permitted by Section 6.03 (other than sales of assets from the Company to any of its Subsidiaries or from any of its Subsidiaries to the Company or another Subsidiary of the Company), to the extent such amounts are not reinvested in accordance with Section 2.03(b)(iv). 6.03, on the 95th day after receipt of such amount and (iv2) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction 100% of the Commitments. (v) Prepayments Net Cash Proceeds in excess of Loans under this Section 2.03 shall be subject to Section 3.05, and, to $5,000,000.00 that the Company or any of its Subsidiaries receives from Insurance Policies or condemnation awards in connection with a Casualty Event the extent interest is required to be paid pursuant to Section 2.06(c)such insurance proceeds or condemnation proceeds are not reinvested in replacement assets of comparable value and utility within 90 days after receipt of such proceeds, shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding 95th day after receipt of such Net Cash Proceeds, or (B) if an Event of Default has occurred and is continuing, then 100% of the date Net Cash Proceeds that the Company or any of paymentits Subsidiaries receives from the sale of any asset or any Insurance Policy or condemnation award in connection with a Casualty Event.

Mandatory. (i) If Holdings or any of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Sections 7.05(a) through (i) and (l), (m) and (n)) which in the aggregate results in the realization by Holdings 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 Holdings or such Subsidiary), in excess of the lesser of $15,000,000 and 10% of Consolidated Net Tangible Assets (as defined in the New Subordinated Notes Indenture), determined as of the last day of the most recent fiscal quarter for which a consolidated balance sheet of Holdings and its Subsidiaries has been prepared, in any fiscal year, the Borrower shall prepay, within 180 days of the date of the subject Disposition, an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom (or, in the case of a Disposition permitted by Section 7.05(k), 50% of the first $200,000,000 of Net Cash Proceeds therefrom and 100% of all Net Cash Proceeds in excess of $200,000,000 received therefrom); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i) (other than Dispositions pursuant to Section 7.05(k)), at the option of the Borrower, and as an alternative to the prepayment requirement set forth in this Section 2.05(b)(i), Holdings or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in fixed or capital assets to be used in the business of the Borrower and its Subsidiaries so long as such Net Cash Proceeds are used or committed to be so used within 12 months after the Disposition giving rise to the obligations under this Section 2.05. (ii) 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 7.02), 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 Holdings or such Subsidiary if received prior to 11:00 a.m. on a Business Day and otherwise on the next Business Day; provided that this provision shall only apply to Indebtedness of Holdings that is of the type described in clause (a) of the definition of "Indebtedness" and exceeds $25,000,000 in the aggregate outstanding at any time. (iii) Within 30 days after any Disposition (including by way of merger or consolidation) by a Loan Party or any of their respective Subsidiaries of any of the Equity Interests in any such Loan Party's Subsidiaries to a Person other than a Loan Party or any of their respective Subsidiaries, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds of such Disposition. (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Commitment then in effectRevolving Credit Facility at such time, the Borrower shall immediately prepay or repay all outstanding Revolving Credit Loans and Swing Line Loans and Unreimbursed Amounts and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. (ii) To the extent ; provided, however, that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal not be required to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In Collateralize the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted L/C Obligations pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b2.05(b)(iv) shall be applied to outstanding Loans with no corresponding permanent reduction unless after the prepayment in full of the CommitmentsRevolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time. (v) Prepayments Each prepayment of Loans under pursuant to this Section 2.03 2.05(b) shall be applied, first, ratably to each of the Term A Facility and the Term B Facility (subject to Section 3.052.05(c)) and to the principal repayment installments thereof on a pro rata basis and, andsecond, to the extent interest is required to be paid pursuant to Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.06(c2.05(b), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) If for any reason The Borrower shall, on the Total Outstandings at any time exceed 90th day following the Commitment then end of each Fiscal Year, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings and deposit an amount in effect, the Borrower shall immediately prepay or repay all outstanding Loans L/C Cash Collateral Account in an aggregate amount equal to 50% of the amount of Excess Cash Flow for such excessFiscal Year. Each such prepayment shall be applied as follows: first, subject to subsection (c) below, ratably to the Term A Facility, the Term B Facility and the Term C Facility and, in each case, ratably to the principal installments thereof, and second, to the extent that no Term Advances remain outstanding, permanently to reduce the Working Capital Facility as set forth in clause (vi) below. (ii) To The Borrower shall, on the extent date of receipt of the Net Cash Proceeds by the Parent or any of its Subsidiaries from (A) the sale, lease, transfer or other disposition of any assets of the Parent or any of its Subsidiaries but excluding any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii) or (iii) of Section 5.02(e), (B) the incurrence or issuance by the Parent or any of its Subsidiaries of any Debt (other than any Debt permitted by Section 5.02(b) as of the date hereof), (C) the sale or issuance by the Parent or any of its Subsidiaries of any Equity Interests (including, without limitation, receipt of any capital contribution, but excluding any such proceeds that are applied to redeem or repay the CRESTS) and (D) any Extraordinary Receipt received by or paid to or for the account of the Parent or any of its Subsidiaries and not otherwise included in clause (A), (B) or (C) above, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings and deposit an amount in the L/C Cash Collateral Account in an amount equal to (x) in the case of Net Cash Proceeds received pursuant to clause (A), (B) or (D) above, the amount of Asset Sales and such Net Cash Proceeds and (y) in the case of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds received pursuant to prepay outstanding Loans clause (C) above, 50% of the amount of such Net Cash Proceeds. To the extent Net Cash Proceeds are not required to be applied pursuant to this Section 2.06(b)(ii) as a result of the last proviso of the definition of "Net Cash Proceeds", then the remaining portion of such Net Cash Proceeds not reinvested in accordance with the business of the Parent and its Subsidiaries as required by the last proviso of the definition of "Net Cash Proceeds" by the last day of such applicable period shall be applied to the prepayment of the Advances on such last day as otherwise required by this Section 2.03(b)(iv2.06(b)(ii). Each such prepayment which is made shall be applied as follows: first, subject to subsection (c) below, ratably to the Term A Facility, the Term C Facility and the Term C Facility and, in each case, ratably to the principal installments thereof, and second, to the extent that no Term Advances remain outstanding, permanently to reduce the Working Capital Facility as set forth in clause (vi) below. (iii) In The Borrower shall, on each Business Day, prepay an aggregate principal amount of the event that Working Capital Advances comprising part of the Borrower or any Restricted Subsidiary shall receive Net same Borrowings and the Letter of Credit Advances and deposit an amount in the L/C Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply Collateral Account in an amount equal to 100% 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 the Working Capital Facility on such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv)Business Day. (iv) Mandatory prepayments under this Section 2.03(b) shall be applied The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding Loans with no corresponding permanent reduction exceeds the Letter of the CommitmentsCredit Facility on such Business Day. (v) The Borrower shall pay to the Administrative Agent, on the first day of each Clean-Down Period, an amount equal to the amount by which the aggregate principal amount of the Working Capital Advances, the Letter of Credit Advances and the Swing Line Advances plus the aggregate Available Amount of outstanding Letters of Credit exceeds $35,000,000, first to be applied to prepay the Working Capital Advances and the Letter of Credit Advances and second to be deposited in the L/C Cash Collateral Account. (vi) Prepayments of Loans the Working Capital Facility made pursuant to clause (i), (ii), (iii) or (v) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, third applied to prepay Working Capital Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and fourth deposited in the L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding; and, in the case of prepayments of the Working Capital Facility required pursuant to clause (i) or (ii) above, the amount remaining (if any) after the prepayment in full of the Advances then outstanding and the 100% cash collateralization of the aggregate Available Amount of Letters of Credit then outstanding (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being referred to herein as the "Reduction Amount") may be retained by the Borrower and the Working Capital Facility shall be permanently reduced as set forth in Section 2.05(b)(iv). Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank or Working Capital Lenders, as applicable. (vii) All prepayments under this Section 2.03 subsection (b) shall be subject to Section 3.05, and, made together with accrued interest to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest date of such prepayment on the principal amount to be prepaid to but excluding the date of paymentprepaid.

Mandatory. (i) If for any reason Within five (5) Business Days after financial statements are required to be delivered pursuant to Section 6.01(a) and the Total Outstandings at any time exceed related Compliance Certificate is required to be delivered pursuant to Section 6.02(b), beginning with the Commitment then in effectFiscal Year ending December 31, 2019, the Borrower shall immediately prepay or repay all outstanding Loans (such prepayments to be applied as set forth in clauses (vi) and (vii) below) an aggregate principal amount of Loans equal to (A) 50% of Consolidated Excess Cash Flow for such excessFiscal Year less (B) the aggregate principal amount of Term Loans and Incremental Term Loans prepaid (to the extent not prepaid with the proceeds of long-term debt (other than revolving loans) or equity issuances) pursuant to Section 2.05(a)(i) during such Fiscal Year (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided that (x) if the Consolidated Total Leverage Ratio as of the last day of such Fiscal Year is less than 3.50:1.00 but equal to or greater than 3.00:1.00, clause (A) above shall be 25%, and (y) if the Consolidated Total Leverage Ratio as of the last day of such Fiscal Year is less than 3.00:1.00, clause (A) above shall be 0%. (ii) To If Holdings or any of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by any provision of Section 7.05 other than Section 7.05(m) (it being understood Dispositions pursuant to Section 7.05(m) shall give rise to a requirement to make a prepayment pursuant to this clause (ii), subject to the extent that other terms set forth herein) which results in the aggregate amount realization by such Person of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets excess of the Borrower as of Threshold Amount in the end of the most recently ended fiscal yearaggregate for any Fiscal Year, the Borrower shall apply prepay an aggregate principal amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount 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 (vii) 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 Borrower (as notified 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, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in fixed capital or operating assets so long as (A) within 180 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 180-day period, then such reinvestment shall have been consummated within 180 days after the entering into of such definitive agreement (in each case, as certified by the Borrower in writing to the Administrative Agent); 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 sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests other than Equity Interests of Holdings issued in connection with employee compensation plans, in connection with the exercise of warrants outstanding on the Closing Date, as consideration for a Permitted Acquisition or for the express purpose of financing working capital (and only to the extent raised for such purpose), the Borrower shall prepay outstanding an aggregate principal amount of Loans in accordance with Section 2.03(b)(iv)equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary. (iv) Mandatory 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 or that is issued as consideration for a Permitted Acquisition), 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 any Loan Party or such Subsidiary (such prepayments under this Section 2.03(b) shall to be applied to outstanding Loans with no corresponding permanent reduction of the Commitmentsas set forth in clauses (vii) and (viii) below). (v) Prepayments 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 clause (iii) of this Section 2.05(b), which results in Net Cash Proceeds for the Borrower and its Subsidiaries in excess of the Threshold Amount in the aggregate for any fiscal year, the Borrower shall prepay an aggregate principal amount of Loans under 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 (vii) and (viii) below); provided that with respect to any Net Cash 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 such 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 fixed capital or operating assets so long as (A) within 180 days after receipt of such net proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 180-day period, then such reinvestment shall have been consummated within 180 days after the entering into of such definitive agreement (in each case, as certified by the Borrower in writing to the Administrative Agent); 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 2.03 2.05(b)(v). (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 (such prepayments and/or Cash Collateralization to be applied as set forth in clauses (vii) and (viii) below). (vii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be subject to Section 3.05applied, andfirst, to the extent interest is required Term Loans and to the principal repayment installments thereof in direct order of maturity for the next four scheduled principal repayment installments and thereafter to the remaining scheduled principal repayment installments (including the payment on the Term Loan Maturity Date) 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 2.16, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. (viii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(c)2.05(b) shall be applied, first, ratably to the L/C Borrowings and the Swing Line Loans, second, 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) and, third, shall be accompanied 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 time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by accrued and unpaid interest on the principal amount 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 be prepaid or from the Borrower or any other Loan Party) to but excluding reimburse the date of paymentapplicable L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) If the Borrower or any 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 $250,000 in the aggregate in any fiscal year of the Borrower, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds in excess of $250,000 in the aggregate in any fiscal year of the Borrower immediately upon receipt thereof by such Person; provided however, that if a Default or Event of Default shall have occurred and be continuing, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of any such Net Cash Proceeds realized by such Person with respect to any Disposition during the continuance thereof immediately upon receipt of such Net Cash Proceeds by such Person (any prepayments pursuant to this Section 2.05(b)(i) to be applied as set forth in clauses (vi) and (ix) below); (ii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries in excess of $250,000 in the aggregate in any fiscal year of the Borrower, and not otherwise included in this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess of $250,000 in the aggregate in any fiscal year of the Borrower received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary; provided however, that if a Default or Event of Default shall have occurred and be continuing, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of any such Net Cash Proceeds received by such Person with respect to any such Extraordinary Receipts during the continuance thereof immediately upon receipt of such Net Cash Proceeds by such Person (any such prepayments to be applied as set forth in clauses (iii) and (v) below); and provided, further, 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 shall have occurred and be continuing, the Borrower 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 2.05(b)(ii). (iii) 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 in inverse order of maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (v) of this Section 2.05(b). (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Commitment then in effectRevolving Credit Facility at such time, the Borrower shall immediately prepay or repay all outstanding 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. (ii) To the extent that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under the Revolving Credit Facility made pursuant to this Section 2.03 shall be subject to Section 3.052.05(b), and, to the extent interest is required to be paid pursuant to Section 2.06(c)first, shall be accompanied applied ratably to the L/C Borrowings and the Swing Line Loans, and second, shall be applied ratably to the outstanding Revolving Credit Loans, 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 may be retained by accrued and unpaid interest on the principal amount to be prepaid to but excluding Borrower for use in the date ordinary course of paymentits business.

Mandatory. (i) If for the Borrower or any reason of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted (x) by Sections 7.05(a), (b), (c), (d), (o), (p) or (q) and/or (y) by ▇▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (r) only to the Total Outstandings at any time exceed extent the Commitment then fair market value of all Dispositions pursuant to these Sections in effectthis clause (y) is less than $75,000,000 in the aggregate) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount equal to such excess. (ii) To the extent that the aggregate principal amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount Loan equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv)immediately upon receipt thereof by such Person. (ivii) Mandatory prepayments 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 Loan equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary. (iii) 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) or (ii) of this Section 2.02(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. If the Borrower prepays the Loan, in whole or in part under this Section 2.03(b2.02(b) at any time before the Bridge Date, the Borrower shall pay a premium with respect to each such prepayment in the amount of 3.5% of the amount so prepaid. Nothing in this section 2.02(b) shall be applied deemed to outstanding Loans with no corresponding permanent reduction require a mandatory prepayment of any amounts or property received by the CommitmentsBorrower upon the sale of any Equity Interest in the Borrower. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) If for any reason The Borrower shall, on the Total Outstandings at any time exceed 90th day following the Commitment then in effectend of each Fiscal Year, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate principal amount of the Term Advances comprising part of the same Term Borrowings equal to (A) to the extent the aggregate Commitments (whether used or unused) on the last day of such excessFiscal Year equal or exceed $500,000,000, 50% of the amount of Excess Cash Flow for such Fiscal Year and (B) upon the reduction of the aggregate Commitments (whether used or unused) on the last day of such Fiscal Year to any amount less than $500,000,000, 25% of the amount of Excess Cash Flow for such Fiscal Year. (ii) To The Borrower shall, within 3 Business Days of the extent that the aggregate amount date of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries receipt (or such later date as may be specified in a fiscal year exceeds five percent (5%Section 5.02(e)) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such any of its Restricted SubsidiarySubsidiaries from (A) the sale, apply lease, transfer or other disposition of any assets of the Borrower or any of its Restricted Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i), (iv), (vi) or (vii) of Section 5.02(e)), (B) the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Debt (other than Debt incurred or issued pursuant to clause ((i)(A) through (E), (ii)(A) and (B), (iii)(A) through (D) or (iv)(A) and (B)) of Section 5.02(b)), (C) any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Restricted Subsidiaries and not otherwise included in clause (A) or (B) above or subsection (iii) below, prepay an aggregate principal amount of the Term Advances comprising part of the same Term Borrowings equal to 100% of such Net Cash Proceeds. (iii) The Borrower shall, within 2 Business Days of the date of receipt (or such later date as may be specified below) of the Net Cash Proceeds by the Borrower or any of its Restricted Subsidiaries from the issuance by the Borrower or any of its Restricted Subsidiaries of any Equity Interests, prepay an aggregate principal amount of the Term Advances comprising part of the same Term Borrowings in an amount equal to (A) if the Senior Debt Ratio at such time is greater than or equal to 1.0:1.0, 50% of such Net Cash Proceeds and (B) if the Senior Debt Ratio at such time is less than 1.0:1.0, 0% of such Net Cash Proceeds, provided, however, that for the purposes of calculating clause (iii)(A) above, the Borrower shall be permitted to exclude an amount (the "EXCLUDED AMOUNT") from the Net Cash Proceeds of such issuances of Equity Interests to be used to fund Investments made or to be made pursuant to Section 5.02(f)(i) and (viii) ("PERMITTED INVESTMENTS") of up to (1) if the Senior Debt Ratio is greater than 1.5:1.0 on such date of receipt, $50,000,000 in each Fiscal Year but not more than $200,000,000 on a cumulative basis while the Loan Documents are in effect and (2) if the Senior Debt Ratio is equal to or less than 1.5:1.0, $200,000,000 on a cumulative basis while the Loan Documents are in effect, provided further that to the extent any such Excluded Amount is not used within 90 days of the receipt of such Net Cash Proceeds to fund Permitted Investments, 50% of such unused Excluded Amount shall be applied to prepay outstanding Loans in accordance with Section 2.03(b)(iv)the Term Advances comprising part of the same Term Borrowings. (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction The Borrower shall, on each Business Day, prepay an aggregate principal amount of the CommitmentsRevolving Credit Advances comprising part of the same Borrowings and the Letter of Credit Advances equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances and (y) the Letter of Credit Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the lesser of the Revolving Credit Facility and the Loan Value of Eligible Collateral on such Business Day. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05The Borrower shall, andon each Business Day, pay to the extent interest is required Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to be paid pursuant cause the aggregate amount on deposit in such Account to Section 2.06(c), shall be accompanied equal the amount by accrued and unpaid interest which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on the principal amount to be prepaid to but excluding the date of paymentsuch Business Day.

Mandatory. (i) If for any reason the Total Revolving Outstandings at any time exceed the Commitment Revolving Facility then in effect, the Borrower Borrowers shall immediately promptly prepay or repay all outstanding Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant hereto unless after the prepayment in full of the Loans the Total Revolving Outstandings exceed the Revolving Facility then in effect. Such Cash Collateral shall be subject to reduction in accordance with Section 2.16. (ii) To If the extent Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Global Revolving Credit Facility then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay 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 Global Revolving Credit Facility then in effect. (iii) If, immediately following any Disposition of property by any Loan Party or any of their respective Subsidiaries (other than any Disposition of any property permitted by Section 7.05(a), (c), (d), (e), (f), or (h)), Consolidated Leverage Ratio, after giving pro forma effect to such Disposition, is greater than 4.00 to 1.00, the Borrowers shall prepay an aggregate principal amount of Loans equal to 75% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of their respective Subsidiaries during the Leverage Period, and not otherwise included in clause (iii) of this Section 2.05(b), the Borrowers 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 clause (vi) 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 Company (as notified by the Company 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; 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) The Loan Parties shall prepay an aggregate principal amount of the Loans equal to 100% of the Net Cash Proceeds received by the Company or any other Loan Party in connection with the HPPC Disposition immediately upon receipt thereof (such prepayments to be applied as set forth in clause (vi) below). (vi) All prepayments of the Loans contemplated by this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans in inverse order of maturity, second, ratably to the L/C Borrowings and the Swing Line Loans, third, ratably to the outstanding Revolving Loans, and, fourth, to Cash Collateralize the remaining L/C Obligations. The amount remaining, if any, after the prepayment in full of all Term Loans, L/C Borrowings, Swing Line Loans and Revolving Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by Loan Parties for use in the ordinary course of their 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 L/C Issuer or the Revolving Credit Lenders, as applicable. may be retained by the Company for use in the ordinary course of its business. (vii) Notwithstanding any of the other provisions of clauses (iii) or (iv) of this Section 2.05(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 (iii) or (iv) of this Section 2.05(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 Asset Sales and Net Cash Proceeds or other amounts otherwise required under clauses (iii) or (iv) of Casualty Events this Section 2.05(b) to be applied to prepay Loans exceeds $1,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving 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 2.05(b). 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 Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower applicable Loan Party and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower other amounts, as of the end of the most recently ended fiscal yearapplicable, the Borrower shall apply an amount equal that are required to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of prepay Loans under this Section 2.03 shall be subject to Section 3.05, and, 2.05(b) (without giving effect to the extent interest is required to be paid pursuant to Section 2.06(cfirst and second sentences of this clause (vii), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to ) but excluding the date of paymentwhich have not previously been so applied.

Mandatory. (i) If Commencing for any reason the Total Outstandings at any time exceed the Commitment then in effect1999 Fiscal Year, the Borrower shall immediately shall, no later than the 30th day following the date on which it delivers the financial statements referred to in Section 5.03(c) (but in any event within 120 days after the end of each Fiscal Year), prepay or repay all outstanding Loans in 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 excessFiscal Year. Each such prepayment of any Advances shall be applied as set forth in Section 2.06(b)(ii). (ii) To The Borrower shall, on the date of receipt of the Net Cash Proceeds by any Loan Party or any of their Subsidiaries from (A) the sale, lease, transfer or other disposition of any assets of such Loan Party or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to Section 5.02(e)), (B) the incurrence or issuance by such Loan Party or any of its Subsidiaries of any Debt (other than Debt issued or incurred pursuant to Section 5.02(b)), (C) the sale or issuance by such Loan Party or any of its Subsidiaries of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest (other than any issuance by Universal pursuant to Section 5.02(g)(iv)), or (D) any Extraordinary Receipt received by or paid to or for the account of such Loan Party or any of its Subsidiaries and not otherwise included in clause (A), (B) or (C) above, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to the amount of such Net Cash Proceeds. Each such prepayment of any Advances shall be applied as follows: first, subject to Section 2.06(c), ratably to the Term Facilities and ratably to the remaining principal installments thereof, and second, to the extent that no Term Advances remain outstanding, permanently to reduce the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries Working Capital Facility as set forth in a fiscal year exceeds five percent clause (5%v) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv)below. (iii) In The Borrower shall, on each Business Day, prepay an aggregate principal amount of the event that Working Capital Advances comprising part of the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from same Borrowings, the issuance or incurrence Swing Line Advances and the Letter of Indebtedness for money borrowed Credit Advances equal to the amount by which (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01A) the Borrower shall within three sum of the aggregate principal amount of (x) the Working Capital Advances, (y) the Swing Line Advances and (z) the Letter of Credit Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the lesser of the Working Capital Facility and the Loan Value of Eligible Collateral on such Business Day following (as determined based on the receipt of such Net Cash Proceeds by most recent Borrowing Base Certificate delivered to the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(ivLender Parties hereunder). (iv) Mandatory prepayments under this Section 2.03(b) shall be applied The Borrower shall, on each Business Day, pay to the 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 Letters of Credit then outstanding Loans with no corresponding permanent reduction exceeds the Letter of the CommitmentsCredit Facility on such Business Day. (v) Prepayments of Loans under the Working Capital Facility made pursuant to clause (i), (ii) or (iii) of this Section 2.03 2.06(b) shall be subject applied first to Section 3.05prepay Swing Line Advances and Letter of Credit Advances then outstanding until such Advances are paid in full, and second to prepay Working Capital Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and third deposited in the L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding; and, in the case of prepayments of the Working Capital Facility required pursuant to clause (i) or (ii) above, the extent interest amount remaining (if any) after the prepayment in full of the Working Capital Advances then outstanding and the cash collateralization of the aggregate Available Amount of Letters of Credit then outstanding (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being referred to herein as the "REDUCTION AMOUNT") may be retained by the Borrower. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the Issuing Bank or Working Capital Lenders, as applicable. (vi) Notwithstanding any of the other provisions of this Section 2.06(b), so long as no Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Advances is required to be paid pursuant to Section 2.06(cmade under clauses (i), (ii) or (iii) of this Section 2.06(b) on any day other than on the last day of the Interest Period therefor, the Borrower may in its sole discretion (but shall not be required to), deposit the amount of any such prepayment otherwise required to be made hereunder in a cash collateral account (the "CASH COLLATERAL ACCOUNT") of the Borrower maintained with the Agent, until the last day of such Interest Period, at which time the Agent shall be accompanied authorized (without any further action by the Borrower) to apply such prepayment as set forth in such relevant clauses (i), (ii) or (iii) of this Section 2.06(b). (vii) All prepayments under this Section 2.06(b) shall be made together with accrued and unpaid interest to the date of such prepayment on the principal amount prepaid. In the case of any prepayment of Eurodollar Rate Advances required to be prepaid made under this Section 2.06(b) and not provided for in clause (vi) above, the Borrower shall also pay any amounts owing in respect of such Eurodollar Rate Advances pursuant to but excluding the date of paymentSection 8.04(c).

Mandatory. (i) If for any reason The Borrowers jointly and severally hereby agree to prepay, on the Total Outstandings at any time exceed 90th day following the Commitment then in effectend of each Fiscal Year commencing after the Fiscal Year ending September 29, the Borrower shall immediately prepay or repay all outstanding Loans in 1996, an aggregate principal amount of the Term Loans equal to 75% of the amount of Excess Cash Flow for the prior Fiscal Year. Each such excessprepayment shall be applied first to Term Loans comprising Borrowings consisting of Alternate Base Rate Loans and second to Term Loans comprising Borrowings consisting of Eurodollar Rate Loans. (ii) To The Borrowers jointly and severally hereby agree to prepay, on the extent that date of receipt by the Borrowers or any of their Subsidiaries of the Net Cash Proceeds from (A) the sale, lease, transfer or other disposition of any assets of the Borrowers or any of their Subsidiaries (other than sales of assets in the ordinary course of business) or (B) the sale or issuance by either Borrower or any of their Subsidiaries of any Debt evidenced by notes, bonds or similar instruments, an aggregate principal amount of the Term Loans comprising part of the same Borrowings equal to (x) in the case of subclause (A) above, (a) 0% of Net Cash Proceeds up to $1,154,000, (b) 50% of Asset Sales and Net Cash Proceeds in excess of Casualty Events received by the Borrower $1,154,000 and its Restricted Subsidiaries less than $4,846,000, (c) 75% of Net Cash Proceeds in a fiscal year exceeds five percent excess of $4,846,000 and less than $8,846,000, (5%d) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). excess of $8,846,000 and less than $13,846,000 and (iiie) In the event that the Borrower or any Restricted Subsidiary shall receive 80% of Net Cash Proceeds in excess of $13,846,000 (it being understood and agreed that $1,000,000 of Net Sales Proceeds from asset sales occurring prior to the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from Effective Date previously released to the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds Borrowers may be retained by the Borrower or such Restricted SubsidiaryBorrowers for working capital purposes and that the Lenders have received a mandatory prepayment of $1,154,000 on July 22, apply an amount equal to 1996) and (y) in the case of subclause (B) above, 100% of such Net Sales Proceeds, provided, however, that with respect to Net Cash Proceeds received from the sale or issuance of subordinated Debt incurred to prepay outstanding Loans finance Capital Expenditures permitted pursuant to Section 5.02(b)(v), the Borrowers shall be permitted to retain such Net Cash Proceeds in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b) an amount not in excess of $10,000,000 in the aggregate. Each such prepayment shall be applied first to outstanding Term Loans with no corresponding permanent reduction comprising Borrowings consisting of the CommitmentsAlternate Base Rate Loans and second to Term Loans comprising Borrowings consisting of Eurodollar Rate Loans. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by S▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (o) or (p) and other than any event giving rise to an Extraordinary Receipt, which shall be governed by clause (ii) of this Section 2.05(b)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds 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 prepayments to be applied as set forth in clauses (v) and (vi) 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 (x) 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 or (y) may enter into a binding commitment to reinvest all or any portion of such Net Cash Proceeds in operating assets so long as such binding commitment is entered into within 12 months after the receipt of such Net Cash Proceeds and within 18 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the next succeeding proviso, no prepayment under this Section 2.05(b)(i) shall be required with respect to that portion of such Net Cash Proceeds that the Borrower elects to reinvest in accordance with the immediately preceding clause (x) or (y); and provided, further, however, that any Net Cash Proceeds not so applied in accordance with clause (x) or (y) of the immediately preceding proviso shall be promptly, but in any event within five Business Days, applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(i). Table of Contents (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) or (iv) of 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 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 prepayments to be applied as set forth in clauses (v) and (vi) 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, 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 (x) may reinvest all or any portion of such Extraordinary Receipt in operating assets so long as within 12 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed or (y) may enter into a binding commitment to reinvest all or any portion of such Extraordinary Receipt in operating assets so long as such binding commitment is entered into within 12 months after the receipt of such Net Cash Proceeds and within 18 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the next succeeding proviso, no prepayment under this Section 2.05(b)(ii) shall be required with respect to that portion of such Net Cash Proceeds that the Borrower elects to reinvest in accordance with the immediately preceding clause (x) or (y); and provided, further, however, that any Net Cash Proceeds not so applied in accordance with clause (x) or (y) of the immediately preceding proviso shall be promptly, but in any event within five Business Days, applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii). (iii) 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) (commencing with the financial statements and certificate in respect of the fiscal year of the Borrower ending September 30, 2012), the Borrower shall prepay an aggregate principal amount of Term Loans (such prepayments to be applied as set forth in clause (v) below) equal to the excess (if any) of (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year of the Borrower covered by such financial statements over (B) the sum of (1) the aggregate principal amount of Term Loans prepaid during such fiscal year pursuant to Section 2.05(a)(i) (and not previously applied by the Borrower in such fiscal year pursuant to the following clause (2) to reduce the prepayment required by this Section 2.05(b)(iii) for the preceding fiscal year) and (2) at the Borrower’s election, all or any amount of any prepayment of the Term Loans made pursuant to Section 2.05(a)(i) after the end of such fiscal year and on or prior to the date of such prepayment. Table of Contents (iv) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of (x) Indebtedness pursuant to Section 7.02(n) or (y) any other Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 (excluding Section 7.02(n))), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom promptly, but in any event within five Business Days, after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vi) below). (v) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.05(b) (other than Section 2.05(b)(iv)(x)) shall be applied (i) ratably to each of the Term A Facility and the Term B Facility and (ii) within any such Term Facility, first, in direct order of maturity to the principal repayment installments thereof occurring during the 12 months following the date of such prepayment and, second, ratably to the remaining principal repayment installments of such Term Facility on a pro rata basis. Each prepayment of Term Loans pursuant to Section 2.05(b)(iv)(x) shall be applied (i) between the Term A Facility and the Term B Facility as the Borrower shall direct and (ii) within any such Term Facility, first, in direct order of maturity to the principal repayment installments thereof occurring during the 12 months following the date of such prepayment and, second, ratably to the remaining principal repayment installments of such Term Facility. (vi) Notwithstanding any of the other provisions of clause (i), (ii) or (iv) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or any 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 clause (i), (ii) or (iv) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Term 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 (i), (ii) or (iv) of this Section 2.05(b) to be applied to prepay Term 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 by this Section 2.05(b). 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 Term 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 Term Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vi)) but which have not previously been so applied. (vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Commitment then in effectRevolving Credit Facility at such time, the Borrower shall immediately prepay or repay all outstanding Revolving Credit Loans, L/C Borrowings and Swing Line Loans and/or Cash Collateralize such L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiviii) To Prepayments of the extent that the aggregate amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent Revolving Credit Facility made pursuant to clause (5%vii) of Consolidated Net Tangible Assets this Section 2.05(b), first, shall be 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 the Borrower as any Letter of the end of the most recently ended fiscal yearCredit that has been Cash Collateralized, the Borrower funds held as Cash Collateral shall apply an amount equal be applied (without any further action by or notice to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that or from the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from other Loan Party) to reimburse the issuance applicable L/C Issuer or incurrence the Revolving Credit Lenders, as applicable. Table of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.Contents

Mandatory. (i) If (x) any Debt for Borrowed Money shall be issued or incurred by Borrower or any reason Subsidiary under Section 5.02(c)(iii)(B), (xx), or (xxii) (y) Borrower consummates an Equity Issuance, in each case, an amount equal to 100% of the Total Outstandings Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence in accordance with clause (v) below; provided that any such Net Cash Proceeds shall first be applied to the repayment of Borrower’s “Obligations” under (and as defined in) the Senior Secured Credit Agreement to the extent required by Section 2.10(b) thereof or at any time exceed the Commitment then in effectelection of Borrower pursuant to Section 2.10(a) thereof. (ii) [Intentionally Omitted.] (iii) On each occasion that a Prepayment Event occurs, the Borrower shall immediately prepay or repay all outstanding Loans within five Business Days after the occurrence of such Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within five Business Days after the last day of the Reinvestment Period relating to such Prepayment Event), make prepayments, in accordance with clause (v) below in an aggregate amount equal to 100% of the Net Cash Proceeds from such excess. Prepayment Event; provided that (iix) To up to 50% of the extent Net Cash Proceeds that constitute Special Proceeds may be applied to Junior Capital that is being repurchased, redeemed or repaid pursuant to Section 5.02(g)(viii) or (j)(i)(w); and (y) no prepayment shall be required as a result of any Asset Sale Prepayment Event and Casualty Event until the aggregate amount of Net Cash Proceeds of from all Asset Sales Sale Prepayment Events and Casualty Events following the Closing Date that have not previously been applied to prepay Advances in accordance with this Section 2.10 exceeds $25,000,000 with respect to such Asset Sale Prepayment Events and Casualty Events; provided further that any Net Cash Proceeds from such Prepayment Event shall first be applied to the repayment of Casualty Events received Borrower’s Obligations under and as defined in the Senior Secured Credit Agreement to the extent required by Section 2.10(b) thereof or at the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets election of the Borrower as pursuant to Section 2.10(a) thereof. (iv) Upon the occurrence of a Change in Control, if any Lender notifies the Agent of the end exercise of such Lender’s right to require prepayment of its Advances (in whole or in part as specified in a written notice from such Lender to Borrower but in the case of any partial prepayment, in minimum increments of $500,000) pursuant to this subclause (iv) during the 20-day period commencing on the date Borrower provides notice of such Change in Control, such notice to be within five (5) Business Days of the most recently ended fiscal yearoccurrence of a Change in Control, the Borrower shall apply an amount equal to 100% prepay the Advances of such excess Lender subject to such election within three Business Days following the last day of such 20-day period. (v) The application of any prepayment pursuant to this Section 2.10(b) shall be made, first, to Base Rate Advances and, second, to Eurodollar Rate Advances. Each prepayment of the Advances under this Section 2.10(b) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Notwithstanding the foregoing, to the extent that (x) a mandatory prepayment of the type described in Section 2.10(b)(iii) would be required to be made with Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). received by For- eign Subsidiaries of Borrower, (iiiy) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance Guarantor requires a dividend or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt distribution of such Net Cash Proceeds by the Borrower from such Foreign Subsidiaries in order to make such prepayment and (z) such dividend or distribution would result in material adverse tax consequence to Borrower, then no such prepayment shall be required to until such time as either such dividend or distribution is no longer required to make such prepayment or such Restricted Subsidiary, apply an amount equal dividend or distribution would no longer have a material adverse tax consequence to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv)Borrower. (ivvi) Mandatory prepayments The Agent shall give prompt notice of any prepayment required under this Section 2.03(b2.10(b) shall be applied to outstanding Loans with no corresponding permanent reduction of Borrower and the CommitmentsLenders. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property in a transaction permitted under Section 7.05(f) and realizes Net Cash Proceeds in excess of $10,000,000 in any fiscal year, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds within five 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 proceeds from the sale of the Rainbow Casino (whether constituting the assets thereof or the capital stock of the Person that operates the casino), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such asset sale), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 360 days after the receipt of such cash proceeds to invest in assets useful to the conduct of the business of the Borrower and its Subsidiaries; and provided, further however, that for the purposes of this Section, the amount of any Net Cash Proceeds received in any such Disposition shall be calculated as the sum of the portion of such Subsidiary owned, directly or indirectly, by the Borrower multiplied by the total amount of such Net Cash Proceeds received in such transaction. (ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party, to a wholly-owned Subsidiary of a Loan Party or to any director, officer, employee, consultant or advisor of the Borrower or any Subsidiary thereof), the Borrower shall prepay an aggregate principal amount of Loans equal to 50% 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 (v) and (vii) below). (iii) 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 immediately upon receipt thereof by the Borrower 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 the Borrower or any of its Subsidiaries, and not otherwise included in clause (i), (ii) or (iii) 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 (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 (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, the Borrower 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 2.05(b)(iv); and provided, further, however, that for the purposes of this Section, the amount of any Extraordinary Receipt received by or paid to or for the account of any non-wholly-owned Subsidiary of the Borrower shall be calculated as the sum of the portion of such Subsidiary owned, directly or indirectly, by the Borrower multiplied by the total amount of such Extraordinary Receipt. (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 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). (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Commitment then in effectRevolving Credit Facility at such time, the Borrower shall immediately prepay or repay all outstanding 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. (iivii) To 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, but only to the extent that an Event of Default shall have occurred and be continuing, shall be used to Cash Collateralize the aggregate remaining L/C Obligations; 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 Net all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and, if so required, the Cash Proceeds Collateralization of Asset Sales the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and Net Cash Proceeds of Casualty Events received remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) for other purposes not prohibited hereby. Upon the drawing of Consolidated Net Tangible Assets any Letter of the Borrower as of the end of the most recently ended fiscal yearCredit that has been Cash Collateralized, the Borrower funds held as Cash Collateral shall apply an amount equal be applied (without any further action by or notice to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that or from the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from other Loan Party) to reimburse the issuance L/C Issuer or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted SubsidiaryRevolving Credit Lenders, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv)as applicable. (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) If for Holdings or any reason 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(j), Section 7.05(k) or Section 7.05(l))) which results in the Total Outstandings at any time exceed the Commitment then in effect, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount equal to realization by such excess. (ii) To the extent that the aggregate amount Person of Net Cash Proceeds in excess of Asset Sales and Net Cash Proceeds an aggregate amount of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year$10,000,000 per Fiscal Year, the Borrower Borrowers shall apply prepay (or Cash Collateralize, as applicable) an aggregate principal amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount Pro Rata Obligations equal to 100% of such Net Cash Proceeds in excess of such $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 such Fiscal Year (such prepayments (or Cash Collateralization) to be applied as set forth in paragraphs (v) and (vii) below). (ii) In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending December 31, 2015), the Borrowers shall, no later than ninety (90) days after the end of such Fiscal Year, prepay outstanding (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to the ECF Percentage of such Consolidated Excess Cash Flow for such Fiscal Year less an amount equal to the aggregate principal amount of Term Loans voluntarily prepaid by the Borrowers during such 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 Flow Amount”, to be applied as set forth in accordance with paragraphs (v) and (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 2.03(b)(iv7.03) 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) Mandatory prepayments under 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 2.03(b2.05(b), the Borrowers shall prepay (or Cash Collateralize, as applicable) shall 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 to outstanding Loans with no corresponding permanent reduction of the Commitmentsas set forth in paragraphs (v) and (vii) below). (v) Prepayments Each prepayment (or Cash Collateralization, as applicable) of Loans under Pro Rata Obligations pursuant to this Section 2.03 2.05(b) shall be subject applied, first, ratably to Section 3.05the 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, andthereafter, 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 extent interest is required to 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 paid retained by the Borrowers. Any prepayment of a Loan pursuant to this Section 2.06(c), 2.05(b) shall be accompanied by all accrued and unpaid interest on the principal amount prepaid, together with any additional amounts required pursuant to be prepaid Section 3.05. (vi) If for any 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 (other than the L/C Borrowings) (in an aggregate amount equal to but excluding 105% of the face amount thereof) in an aggregate amount sufficient to reduce the Total Revolving Credit Outstandings to the aggregate Revolving Credit Commitments. If the Administrative Agent notifies Holdings at any time that the Total Revolving Credit Outstandings denominated in Alternative Currencies as of the applicable Revaluation Date exceeds an amount equal to 103% of the Alternative Currency Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the 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 paymentpayment 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 applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans held by all 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.

Mandatory. (i) If for the Company or any reason of its Subsidiaries Disposes of any property in accordance with and permitted by Section 7.02(f) which results in the Total Outstandings at any time exceed the Commitment then in effectrealization by such Person of Net Cash Proceeds, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount equal to such excess. (ii) To the extent that the aggregate principal amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (b)(iv) below). (ii) Upon the incurrence or issuance by the Company or any of 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 outstanding 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 Subsidiary (such prepayments to be applied as set forth in accordance 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 Section 2.03(b)(ivemployee benefit arrangements), 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 Company or such Subsidiary (such prepayments to be applied as set forth in clause (b)(iv) below). (iv) Mandatory prepayments under 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 pro rata basis based on outstanding Loans with no corresponding permanent reduction balances under each of this Agreement, the Existing 2013 Revolving Credit Agreement, the Existing 2015 Revolving Credit Agreement and the Note Purchase Agreements, in each case, as of the Commitments. last day of the fiscal quarter immediately preceding such Disposition or incurrence of Indebtedness or issuance of Capital Stock, as applicable, to prepay (vA) Prepayments Loans hereunder, on the one hand, and (B) certain outstanding amounts owing under the NPA Notes, on the other hand, in each case, it being agreed and understood that any portion of Loans under this Section 2.03 such proceeds offered to, but declined by, the holders of the NPA Notes (after giving effect to all offers of such proceeds to the other holders of the NPA Notes) shall be subject used to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentprepay Loans hereunder.

Mandatory. (i) If for any reason Loan Party or any of its Subsidiaries Disposes of any property that is permitted by Section 7.05(e) or that is not permitted by Section 7.05, which, in either case, results in the Total Outstandings at any time exceed the Commitment then in effectrealization by such Person of Net Cash Proceeds, the Borrower shall immediately prepay prepay, or repay all outstanding Loans in cause to be prepaid, an aggregate amount equal to such excess. (ii) To the extent that the aggregate principal amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds, immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below). (ii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Loans equal to 35% of all Net Cash Proceeds received therefrom, immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to prepay outstanding be applied as set forth in clause (vi) below). (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 7.02), the Borrower shall prepay, or cause to be prepaid, 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 accordance with Section 2.03(b)(ivclause (vi) below). (iv) Mandatory 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 (i), (ii), (iii) or (v) of this Section 2.03(b), the Borrower shall prepay, or cause to be prepaid, 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 under to be applied as set forth in clause (vi) below); provided, however, that, 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 Receipt), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may, within 90 days after the receipt of such Net Cash Proceeds, use such cash proceeds to replace or repair the assets in respect of which the Extraordinary Receipts were received or reinvest such cash proceeds in other capital assets used or useful in the business of the Borrower and its Subsidiaries; and provided, further, however, that any Net Cash Proceeds not so applied shall be immediately applied after the expiration of such 90-day period to the prepayment of the Loans as set forth in this Section 2.03(b)(iv); (v) Upon release to any Loan Party or any Subsidiary thereof of any cash or cash equivalents that previously secured any Cash Secured Letters of Credit, the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Loans equal to 100% of such cash or cash equivalents, immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below). (vi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction the principal repayment installments of the CommitmentsFacility in inverse order of maturity. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) If The Borrowers shall, on the 130th day following the end of each Fiscal Year, if the Leverage Ratio for any reason the Total Outstandings at any time exceed Measurement Period ending on the Commitment then in effectlast day of such Fiscal Year exceeds 4.00:1.00, prepay an aggregate principal amount of the Borrower shall immediately prepay or repay all outstanding Loans Advances comprising part of the same Borrowings in an aggregate amount equal to the remainder of (A) 50% of the amount of Excess Cash Flow for such excess. Fiscal Year MINUS (iiB) To the extent that the aggregate amount of Net Cash Proceeds any optional prepayments of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, andTerm Advances or, to the extent interest is required to be paid pursuant to such prepayments permanently reduced the Revolving Credit Facility, the amount of any optional prepayments of Revolving Credit Advances, Swing Line Advances or Letter of Credit Advances made during such Fiscal Year. Each such prepayment shall, except as otherwise provided in Section 2.06(c) below, be applied FIRST to the Term A Facility and/or the Term B Facility and to the installments thereof in the manner specified by the Appropriate Borrower (but pro rata among the Term A Lenders and/or the Term B Lenders which are not Declining Lenders), shall be accompanied SECOND to the Revolving Credit Facility as set forth in clause (v) below and, THIRD to the Term C Facility and to the installments thereof in the manner specified by accrued and unpaid interest on the principal amount to be prepaid to U.S. Borrower (but excluding pro rata among the date of paymentTerm C Lenders).

Mandatory. (i) If Within fifteen (15) days after receipt by any Loan Party or any of its Subsidiaries of Net Cash Proceeds from Asset Dispositions made in reliance on Section 6.4(g) hereof, the Borrower shall prepay the then outstanding Advances in an amount equal to one-hundred percent (100%) of such Net Cash Proceeds. (ii) Within fifteen (15) days after receipt by any Loan Party or any of its Subsidiaries of Net Cash Proceeds from any Debt Issuance or Equity Issuance, the Borrower shall prepay the then outstanding Advances in an amount equal to, with respect to any such Debt Issuance or Equity Issuance, 100 percent (100%) of such Net Cash Proceeds. (iii) Within fifteen (15) days after receipt of Net Cash Proceeds by any Loan Party or any of its Subsidiaries from any Extraordinary Receipt received by or paid to or for the account of any reason Loan Party or any of its Subsidiaries and not otherwise included in clause (i) or (ii) above, the Total Outstandings at Borrower shall prepay the then outstanding Advances in an amount equal to one hundred percent (100%) of such Net Cash Proceeds. (iv) Each prepayment made pursuant to clause (i), (ii) or (iii) shall be subject to the provisions of Section 11.4(c) and shall be applied to prepay the Facilities in the following manner: FIRST, to prepay Letter of Credit Advances then outstanding until such Advances are paid in full; SECOND, to prepay Swing Line Advances then outstanding until such Advances are paid in full; THIRD, to prepay Revolving Credit Advances then outstanding (whereupon the Revolving Credit Facility shall be permanently reduced as set forth in Section 2.5(b)(i)) until such Revolving Credit Advances are paid in full; and FOURTH, deposited in the L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the Issuing Bank or the Revolving Credit Lenders, as applicable. The amount remaining (if any) after the required prepayment of the Advances then outstanding and the 100% cash collateralization of the aggregate Available Amount of Letters of Credit then outstanding (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being referred to herein as the "REDUCTION AMOUNT") may be retained by the Borrower. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the Issuing Bank or the Revolving Credit Lenders, as applicable. Upon the termination of all of the Commitments and the payment in full of all Obligations hereunder including, without limitation, termination or expiration of all Letters of Credit and the payment in full of all Obligations in respect of all Letters of Credit, then all amounts remaining on deposit in the L/C Cash Collateral Account shall be returned to the Borrower. (v) The Borrower shall, within fifteen (15) days following the end of each month in each Fiscal Year, 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 Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day. (vi) At any time exceed that the Commitment then in effectaggregate amount of Revolving Credit Advances outstanding exceeds the Revolving Credit Availability, the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount equal Revolving Credit Advances to such excess. (ii) To the extent that necessary to reduce the aggregate amount principal balance of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, the Borrower shall apply Revolving Credit Borrowings to an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv).or less than the Revolving Credit Availability. 37 44 (iiivii) In The foregoing notwithstanding, the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence provisions of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iv) Mandatory prepayments under this Section 2.03(b2.6(b) shall not be applied construed to outstanding Loans with no corresponding permanent reduction permit any Equity Issuance, Debt Issuance or Asset Disposition otherwise prohibited under the terms of the Commitmentsthis Agreement. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. (i) If for any reason Except as otherwise provided in Section 6.6(a)(iv)(B) of the Total Outstandings at any time exceed ABL Credit Agreement (as in effect on the Commitment then date hereof), within five Business Days (or on such later date, if any, as shall be in effectaccordance with Section 6.6(a)(iv)(B) of the ABL Credit Agreement (as in effect on the date hereof)) after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended 2012) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for the fiscal year covered by such excessfinancial statements over (B) the aggregate principal amount of Loans prepaid pursuant to Section 2.03(a); provided, that such percentage shall be reduced to 25% or 0% if the Consolidated Leverage Ratio as of the last day of the relevant fiscal year was less than 2:25:1.00 or 1.50:1.00, respectively. (ii) To (A) If (x) 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), (h), (i) (l), (o), (p) or (q) or, except to the extent that set forth therein, (n) (collectively, “Excluded Dispositions”)) or (y) any Involuntary Disposition occurs, which results in the aggregate amount realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds in excess for any such Disposition or series of Asset Sales and Net Cash Proceeds related Dispositions of Casualty Events received by the Borrower and its Restricted Subsidiaries $10,000,000 or in a excess during any fiscal year exceeds five percent (5%) for all such Dispositions of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year$50,000,000, the Borrower shall apply cause to be prepaid on or prior to the date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to 100% of such excess all Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event received; provided that the Borrower or any Restricted Subsidiary no such prepayment shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted be required pursuant to this Section 7.012.03(b)(ii)(A) if, on or prior to such date, the Borrower shall within three Business Day following have given written notice to the receipt Administrative Agent of its intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv2.03(b)(ii)(B) (which election may only be made if no Event of Default has occurred and is then continuing). (iv) Mandatory prepayments under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory. The Borrower shall: (i) If for on the issuance date of any reason Permanent Financing, prepay the Total Outstandings at any time exceed aggregate outstanding principal amount of the Commitment then in effectAdvances on such date, together with all accrued and unpaid interest on such principal amount and all fees, expenses and other amounts owing hereunder and under the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount equal to such excess.other Loan Documents; (ii) To within 30 days from the extent that date of receipt by the aggregate amount Borrower of any Net Cash Proceeds from the sale, lease, transfer or other disposition of Asset Sales any assets of the Borrower (excluding sales of obsolete and worn out equipment, sales of electricity and any other ordinary course of business sales permitted in Section 6.02(e) and sales of any assets, replacements for which are intended to be purchased with such Net Cash Proceeds), prepay an aggregate principal amount of the outstanding Advances together with the accrued and unpaid interest thereon equal to the Net Cash Proceeds from such sale, lease, transfer or other disposition; (iii) within 30 days from the date of Casualty Events received receipt by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated any Net Tangible Assets Cash Proceeds from any Extraordinary Receipt, prepay an aggregate principal amount of the Borrower as outstanding Advances together with the accrued and unpaid interest thereon equal to the Net Cash Proceeds from such Extraordinary Receipt; and (iv) on each Excess Cash Flow Payment Date, prepay an aggregate principal amount of the end of the most recently ended fiscal year, the Borrower shall apply an amount outstanding Advances together with all accrued and unpaid interest thereon equal to 100% of such excess Net the Available Excess Cash Proceeds Flow. Prepayments received pursuant to prepay outstanding Loans in accordance with Section 2.03(b)(ivclauses (ii). , (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). and (iv) Mandatory prepayments under of this Section 2.03(b2.05(b) shall be first applied ratably to reduce the Tranche B Advances outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject until all such Tranche B Advances are reduced to Section 3.05zero, and, and then ratably to the extent interest is required to be paid pursuant to Section 2.06(c)Tranche A Advances outstanding, shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentif any.

Mandatory. (i) If for any reason Within five Business Days after financial statements have been delivered pursuant to Section 6.01(b) and the Total Outstandings at any time exceed the Commitment then in effectrelated Compliance Certificate has been delivered pursuant to Section 6.01(c), the Borrower shall immediately prepay or repay all outstanding Loans in an aggregate principal amount of Loans equal to the excess (if any) of (A) 100% of the Excess Cash Amount for the fiscal year covered by such excessfinancial statements over (B) the aggregate principal amount of Loans prepaid pursuant to Section 2.03(a) (such prepayments to be applied as set forth in clause (vii) below). (ii) To If any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property contemplated by Section 6.23 or permitted by Section 7.03) with a book value of more than $250,000 and which results in the extent that the aggregate amount realization by such Person of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal yearProceeds, the Borrower shall apply prepay an aggregate principal amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount 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 (vi) and (viii) below). (iii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests (other than (a) any sales or issuances of Equity Interests to another Loan Party and (b) the sale of World Poker Collateral Shares during the term of this Agreement), the Borrower shall prepay outstanding 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 accordance with Section 2.03(b)(ivclause (viii) below). Notwithstanding the foregoing, Holdings shall be permitted, without Borrower being obligated to make any mandatory prepayment, to sell an unlimited amount of Equity Interests of Holdings, in each case, at not less than the fair market value (it being understood that fair market value may be impacted as a result of lack of liquidity and similar market factors impacting the value of the Equity Interests sold) and such Net Cash Proceeds may be used for general corporate purposes of the Loan Parties so long as not in violation of the terms of this Agreement. (iv) Mandatory 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), 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 clause (vii) below). (v) 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 2.03(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 (vi) and (viii) below). (vi) Subject to Section 2.03(c) below, upon the occurrence of a Change of Control, the Borrower shall immediately prepay the entire aggregate principal amount of Loans and all accrued and unpaid interest thereon. (vii) Notwithstanding any of the other provisions of clause (ii), (iii), (iv), (v) or (vi) of this Section 2.03(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), (iv), (v) or (vi) 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 $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), (v) or (vi) of this Section 2.03(b) to be applied to prepay Loans exceeds $1,000,000. Upon the occurrence of a Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and 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 sentences of this clause (vii)) but which have not previously been so applied. (viii) The Administrative Agent will promptly notify each Lender of its receipt of each such prepayment, and of the amount of such Lender's ratable portion of such prepayment (based on such Lender's Applicable Percentage). Each prepayment of the outstanding Loans pursuant to this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, paid to the extent interest is required to be paid pursuant to Section 2.06(c), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.Lenders in accordance with their respective Applicable Percentages

Mandatory. (a) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(1) and the related Compliance Certificate has been delivered pursuant to Section 6.02(1), commencing with delivery of financial statements for the fiscal year ended December 31, 2016, the Borrower shall, subject to clauses (f) and (g) of this Section 2.05(2), prepay, or cause to be prepaid, an aggregate principal amount of Term Loans equal to 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow in excess of $15.0 million, if any, for the fiscal year covered by such financial statements minus the sum of all voluntary prepayments of (i) Term Loans made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an amount, in the case of prepayments pursuant to Section 2.05(1)(e), equal to the discounted amount actually paid in respect of the principal amount of such Term Loans and only to the extent that such Loans have been cancelled), (ii) The Secured Notes, Pari Passu Lien Debt, Credit Agreement Refinancing Indebtedness or Permitted Incremental Equivalent Debt, in each case to the extent secured in whole or in part on a pari passu basis with the Closing Date Term Loans and (iii) Revolving Loans, Refinancing Revolving Loans or loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis with the Revolving Loans (in each case of this clause (iii), to the extent accompanied by a permanent reduction in the corresponding Revolving Commitments or other revolving commitments), in the case of each of the immediately preceding clauses (i), (ii) and (iii), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or after the end of such fiscal year-end but prior to the date a prepayment pursuant to this Section (2)(a) is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with the proceeds of Funded Debt (other than any Indebtedness under any revolving credit facilities); provided that the ECF Percentage for any fiscal year shall be (x) 25% if the First Lien Net Leverage Ratio as of the end of such fiscal year was less than or equal to 3.50 to 1.00 and greater than 3.00 to 1.00 and (y) 0% if the First Lien Net Leverage Ratio as of the end of such fiscal year was less than or equal to 3.00 to 1.00; provided further that: (A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such Excess Cash Flow on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time); (B) the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Excess Cash Flow shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(a) shall be reduced accordingly; and (C) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a). (i) If for (x) the Borrower or any reason Restricted Subsidiary makes an Asset Sale or (y) any Casualty Event occurs, which results in the Total Outstandings at any time exceed realization or receipt by the Commitment then in effectBorrower or such Restricted Subsidiary of Net Proceeds, the Borrower shall immediately prepay prepay, or repay all outstanding Loans in an aggregate amount equal cause to be prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or such excess. Restricted Subsidiary of such Net Proceeds, subject to clause (ii) To the extent that the of this Section 2.05(2)(b) and clauses (2)(g) and (g) of this Section 2.05, an aggregate principal amount of Net Cash Proceeds of Asset Sales and Net Cash Proceeds of Casualty Events received by Term Loans equal to 100% (such percentage as it may be reduced as described below, the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%“Disposition Percentage”) of Consolidated all Net Tangible Assets of Proceeds realized or received; provided that (I) the Borrower Disposition Percentage shall be (x) 50% if the First Lien Net Leverage Ratio as of the end of the most recently ended fiscal yearyear covered by such financial statements was less than or equal to 2.50 to 1.00 and greater than 2.00 to 1.00 and (y) 0% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 2.00 to 1.00 and (II) no prepayment shall be required pursuant to this Section 2.05(2)(b)(i) with respect to such portion of such Net Proceeds that the Borrower intends to reinvest (or entered into a binding commitment to reinvest) in accordance with Section 2.05(2)(b)(ii); provided further that (A) if at the time that any such prepayment would be required, the Borrower shall (or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply an such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount equal to 100% of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time); (B) the portion of such excess Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans (in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(b)(i) shall be reduced accordingly; and (C) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Net Proceeds, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay outstanding the Term Loans in accordance with the terms hereof; provided further that no prepayment shall be required pursuant to this Section 2.03(b)(iv2.05(2)(b)(i) with respect to such portion of such Net Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment to reinvest) in accordance with Section 2.05(2)(b)(ii). (iiiii) In With respect to any Net Proceeds realized or received with respect to any Asset Sale or any Casualty Event, the event that Borrower or any Restricted Subsidiary, at its option, may reinvest all or any portion of such Net Proceeds in assets useful for their business within (x) eighteen (18) months following receipt of such Net Proceeds or (y) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds within eighteen (18) months following receipt thereof, within the later of (A) eighteen (18) months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment; provided that if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Net Proceeds shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed be applied within five (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.015) Business Days after the Borrower shall within three Business Day following reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05. (i) If the Borrower or any Restricted Subsidiary enters into a Specified Operating Facility Sale-Leaseback Transaction, which results in the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary of Specified Sale-Leaseback Net Proceeds, the Borrower shall prepay (or cause to be prepaid) on or prior to the date which is ten (10) Business Days after the date of receipt of such Specified Sale-Leaseback Net Proceeds an aggregate principal amount of Loans equal to 100.0% of such Specified Sale-Leaseback Net Proceeds; provided that if the Borrower elects to make a Restricted Payment under Section 7.05(b)(24), the Borrower will only be required to prepay (or cause to be prepaid) an aggregate principal amount of Loans equal to 60% of such Specified Sale-Leaseback Net Proceeds; provided, further that, unless Borrower elects to make a Restricted Payment under Section 7.05(b)(24), no prepayment shall be required pursuant to this Section 2.05(2)(c)(i) with respect to such portion of such Specified Sale-Leaseback Net Proceeds that the Borrower intends to reinvest (or has entered into a binding commitment to reinvest) in accordance with Section 2.05(2)(c)(ii); provided further that (A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Specified Sale-Leaseback Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such Specified Sale-Leaseback Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time); (B) the portion of such Specified Sale-Leaseback Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Specified Sale-Leaseback Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Specified Sale-Leaseback Net Proceeds shall be allocated to the Term Loans (in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(c)(i) shall be reduced accordingly; and (C) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Specified Sale-Leaseback Net Proceeds, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided further that no prepayment shall be required pursuant to this Section 2.05(2)(c)(i) with respect to such portion of such Specified Sale-Leaseback Net Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or its having entered into a binding commitment to reinvest) in accordance with Section 2.05(2)(c)(ii). (ii) With respect to any Specified Sale-Leaseback Net Proceeds realized or received with respect to any Specified Operating Facility Sale-Leaseback Transaction, the Borrower or any Restricted Subsidiary, apply at its option, may reinvest all or any portion of such Specified Sale-Leaseback Net Proceeds in assets useful for their business (provided that, during the Covenant Modification Period, such reinvestment shall be limited to assets of the Loan Parties useful for their business) within (x) eighteen (18) months following receipt of such Specified Sale-Leaseback Net Proceeds or (y) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds within eighteen (18) months following receipt thereof, within the later of (A) eighteen (18) months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment; provided that if any Specified Sale-Leaseback Net Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to 100% any such Specified Sale-Leaseback Net Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Specified Sale-Leaseback Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of such Net Cash Proceeds to prepay outstanding the Term Loans as set forth in accordance with this Section 2.03(b)(iv)2.05. (iviii) Mandatory prepayments If the Borrower or any Restricted Subsidiary enters into a Specified Other Sale-Leaseback Transaction, which results in the receipt by the Borrower or such Restricted Subsidiary of Specified Sale-Leaseback Net Proceeds and the Borrower elects to make a Restricted Payment under this Section 2.03(b) shall be applied to outstanding Loans with no corresponding permanent reduction of the Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the extent interest is required to be paid pursuant to Section 2.06(c7.05(b), shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.