Common use of Mandatory Clause in Contracts

Mandatory. (i) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten Business Days following each date on which If any Borrower Disposes of a Vessel, the Borrower and/or any Borrowers shall prepay an aggregate principal amount of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount Loans equal to 100% of the Net Cash Proceeds therefrom received from such Disposition immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in accordance clause (iii) below); (ii) If an Event of Loss shall occur in relation to a Vessel, the Borrowers shall prepay the aggregate principal amount of the Loans on the date of receipt of insurance proceeds or other compensation attributable thereto in an amount equal to 100% of such proceeds or other compensation (such prepayments to be applied as set forth in clause (iii) below); provided, however, if the insurance proceeds or other compensation attributable to such Event of Loss shall not have been received by the Administrative Agent within 180 days following the date on which such Event of Loss shall be deemed to have occurred, the Borrowers shall prepay the aggregate principal amount of the Loans on such 180th day by an amount equal to the amount of insurance against total loss required to be maintained in respect of such Vessel pursuant to the Preferred Vessel Mortgage thereon. (iii) Each prepayment of Loans pursuant to this Section 2.05(b) shall be applied, first, to the Term 2 Facility to the principal installments thereof in the inverse order of maturity and, second, to the Term 1 Facility to the principal installments thereof in the inverse order of maturity. (iv) Commencing with the requirements fiscal year ending December 31, 2011, the Borrowers shall repay the Loans in an amount equal to the Lenders’ Allocated Percentage of Section 2.08(b)(ivExcess Cash, calculated semi-annually, (A) within 60 days after the end of any fiscal year and (B) within 45 days after the end of each other semi-annual period (such prepayments to be applied as set forth in clause (iii) above). (iiv) Within ten Business Days following each date on which the Borrower and/or If any of its Restricted Subsidiaries Loan Party receives Net Cash Proceeds (A) from a disposition the Disposition of any property or assets asset constituting Collateral in accordance with Section 7.05(g), the Borrowers shall prepay an Asset Sale occurring after aggregate principal amount of the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount Loans equal to 100% of the Net Cash Proceeds therefrom shall of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as a mandatory repayment set forth in clause (iii) above); (vi) If any Loan Party receives Net Cash Proceeds from the Disposition of any asset not constituting Collateral in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c7.05(h), the Borrower Borrowers shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the prepay an aggregate principal amount of all voluntary prepayments of the Loans and ABL Loans (in the case of the ABL Loans, only equal to the extent accompanied Lender’s Allocated Percentage of such Net Cash Proceeds (after the repayment of any Indebtedness that is secured by a corresponding permanent reduction such asset that is required to be repaid in connection with such transaction, other than Indebtedness under the “Commitments” as defined in the ABL FacilityLoan Documents) during immediately upon receipt thereof by such period, in each case to the extent Person (such prepayments are not funded with proceeds of Indebtedness, shall to be applied as a mandatory repayment set forth in accordance with the requirements of Section 2.08(b)(ivclause (iii) above). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten five Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 20126.01(a) and the related compliance certificate Compliance Certificate has been delivered pursuant to Section 5.01(c6.02(b) (commencing with the Fiscal Year ended December 31, 2007), the Borrower shall cause to be prepaid prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, Flow for the Fiscal Year covered by such financial statements minus over (B) the aggregate principal amount of all voluntary prepayments of Term B Loans and ABL Loans (in the case of the ABL Loans, only prepaid pursuant to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL FacilitySection 2.05(a)(i) during such period, in each case 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 a mandatory repayment set forth in accordance with the requirements of Section 2.08(b)(ivclauses (v) and (viii) below). (ivA) 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) through (e) or (h) through (i)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds in excess of $5.0 million immediately upon receipt thereof by such Person (such prepayments to 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 2.05(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. (B) 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 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 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. (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) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.08(b2.05(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche applied, first, to accrued interest the Term B Facility and fees due to the principal repayment installments thereof on the amount of the prepayment of such Loans; a pro rata basis and, second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters Revolving Credit Facility in the direct order manner set forth in clause (viii) of maturity thereof; 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 thirdbe 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 applicable remaining installments due 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 2.05(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 2.07 on a pro rata basis2.05(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 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 each casethe 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 the Borrower for use in the ordinary course of its business; and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(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 allocated among or from the appropriate Lenders in accordance with such Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders’ respective Pro Rata Share, as applicable.

Mandatory. (i) Within ten Business Days following each date on which The Company shall prepay the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, Committed Loans as hereinafter provided in each case, after the Closing Date, an aggregate amount equal to 100% of the Net Cash Proceeds therefrom received by any Loan Party from all Involuntary Dispositions with respect to Collateral within five (5) days of the date of receipt of such Net Cash Proceeds with respect to such Involuntary Disposition; provided, however, that, with respect to an Involuntary Disposition of the type described in accordance with clause (a) of such definition, so long as no Default shall have occurred and be continuing and such casualty occurs prior to November 22, 2023, all or any portion of such Net Cash Proceeds shall not be required to be so applied at the requirements election of Section 2.08(b)(iv)the Company (as notified by the Company to the Administrative Agent) to the extent such Loan Party reinvests such Net Cash Proceeds in restoration or repair of the applicable loss, destruction or damage of such Collateral within 180 days after the receipt of such Net Cash Proceeds; provided that if such Net Cash Proceeds shall have not been so reinvested shall be immediately applied to prepay the Committed Loans. (ii) Within ten Business Days following each date on which The Company shall prepay the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from Committed Loans in connection with a disposition of any property Property Substitution or assets Prepayment Release in an Asset Sale occurring after the Closing Date or (B) with respect amounts, and to any Casualty Event occurring after the Closing Dateextent required, an amount equal pursuant to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)2.19. (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to clause (i) of this Section 2.08(b2.05(b) shall be applied pro rata among applied, to the Loansremaining principal repayment installments of the Loans (including any payment due on the Maturity Date) in inverse order of maturity. Each prepayment of any tranche of Loans pursuant to clause (ii) of this Section 2.08(b2.05(b) shall be applied to such tranche firstapplied, to accrued interest and fees the remaining principal repayment installments of the Loans (including any payment due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 Maturity Date) on a pro rata basis. All prepayments under this Section 2.05(b) shall be subject to Section 3.06, in each casebut otherwise without premium or penalty, to and shall be allocated among accompanied by interest on the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Shareprincipal amount prepaid through the date of prepayment.

Mandatory. (i) Within ten The Borrower shall, on the third Business Days Day following each date on which the receipt by the Borrower and/or any after the Effective Date of its Restricted Subsidiaries receives any proceeds (A) Net Cash Proceeds from any Asset Sales or (B) Net Cash Proceeds from the incurrence of Indebtedness (excluding any Indebtedness permitted Bridge Debt, offer to be incurred pursuant to Section 7.01) or prepay, on a pro rata basis, an aggregate principal amount of the issuance of any Disqualified Equity Interests, Term Loans in each case, after the Closing Date, an amount equal to 100% the Banks’ Ratable Share of the such Net Cash Proceeds therefrom and the Term Loan Banks shall have the option to accept or refuse such prepayment in accordance with the requirements provisions set forth in Section 2.10(c). Upon the payment in full of the Term Loans, the Borrower shall apply such Net Cash Proceeds to prepay the Revolving Credit Loans outstanding at such time (without any reduction of Revolving Credit Loan Commitments, except as set forth in Section 2.08(b)(iv2.09(b)(ii)). (ii) Within ten The Borrower shall, on the third Business Days Day following each the date on which of receipt of Net Cash Proceeds from the issuance of Debt by any Subsidiary of the Borrower and/or any permitted pursuant to Section 5.07(b)(ii) (but only to the extent applicable pursuant to the proviso thereof) and Section 5.07(b)(vi) (but only to the extent the Debt was incurred by IPALCO or a Subsidiary Guarantor), offer to prepay an aggregate principal amount of its Restricted Subsidiaries receives the Term Loans in an aggregate amount equal to the Banks’ Ratable Share of such Net Cash Proceeds (A) from a disposition other than $200,000,000 of any property or assets in an Asset Sale occurring additional Debt of IPALCO and the Subsidiary Guarantors incurred after the Closing Date Effective Date). The Term Loan Banks shall have the option to accept or (Brefuse any prepayment pursuant to this Section 2.10(b)(ii) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements provisions set forth in Section 2.10(c). So long as Net Cash Proceeds referred to in this Section 2.10(b)(ii) are received by the Borrower, the Borrower agrees to use all reasonable efforts to cause all such Net Cash Proceeds permitted to be distributed to be so distributed. Upon the payment in full of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c)Term Loans, the Borrower shall cause apply such Net Cash Proceeds to be prepaid prepay the Revolving Credit Loans equal to outstanding at such time (A) the Applicable ECF Percentage without any reduction of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Revolving Credit Loan Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate Compliance Certificate has been delivered pursuant to Section 5.01(c)5.01(d) of the Credit Agreement in connection with the delivery of annual financials pursuant to Section 5.01(b) of the Credit Agreement, the Borrower shall cause prepay, subject to be prepaid Loans Section 2.14(a) and Section 2.18(c) of the Credit Agreement, an aggregate principal amount of the Incremental Term Loan in an amount equal to (A) 50% (as may be adjusted pursuant to the Applicable ECF Percentage proviso below) of Excess Cash Flow, if any, Flow for the Fiscal Year covered by such financial statements commencing with the Fiscal Year ending on December 31, 2016, minus (B) the sum of the aggregate amount of voluntary principal prepayments of the Incremental Term Loan, in each case, other than to the extent that any such prepayment is funded with the proceeds of long-term Indebtedness; provided that such percentage in respect of any Fiscal Year shall be reduced to 25% or 0% if the Total Leverage Ratio as of the last day of such Fiscal Year was less than 2.00:1.00 or 1.50:1.00, respectively. (ii) If the Borrower or any Restricted Subsidiary disposes of any property or assets (other than (A) any Asset Sale of the equity of Cypress Semiconductor (Minnesota) Inc. or the assets owned by Cypress Semiconductor (Minnesota) Inc. as of the Acquisition Closing Date or (B) any Asset Sale (x) to a Credit Party or (y) by a Restricted Subsidiary that is not a Credit Party to another Restricted Subsidiary that is not a Credit Party) pursuant to an Asset Sale, (1) the Borrower shall give written notice to the Administrative Agent thereof promptly after the date of receipt of Net Cash Proceeds from such Asset Sale 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 9(c)(iii) below), the Borrower shall prepay, subject to Section 2.14(a) and Section 2.18(c) of the Credit Agreement an aggregate principal amount of the Incremental Term Loan in an amount equal to 100% of all voluntary prepayments Net Cash Proceeds received from such Asset Sale within ten Business Days of Loans and ABL Loans (in receipt thereof by the case Borrower or such Restricted Subsidiary; provided that the Borrower may use a portion of the ABL Loans, only Net Cash Proceeds received from such Asset Sale to prepay or repurchase any other Indebtedness that is secured by the Collateral on a first lien “equal and ratable” basis with Liens securing the Obligations to the extent accompanied by such other Indebtedness and the Liens securing the same are permitted under the Credit Agreement and the documentation governing such other Indebtedness requires such a corresponding permanent reduction prepayment or repurchase thereof with the proceeds of such Asset Sale, to the “Commitments” as defined extent not deducted in the ABL Facility) during such periodcalculation 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 prepayments amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars) and the denominator of which is the aggregate outstanding principal amount of the Incremental Term Loan and such other Indebtedness (or to the extent such amount is not in " = "1" "" "" Dollars, such equivalent amount of such Indebtedness converted into Dollars). (iii) With respect to any Net Cash Proceeds realized or received with respect to any Asset Sale at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in the business within 365 days following receipt of such Net Cash Proceeds (or, if the Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 545 days following receipt of such Net Cash Proceeds); provided, however, that if any of such Net Cash Proceeds are no longer intended to be so reinvested at any time after the occurrence of the relevant Asset Sale (or are not funded with proceeds of Indebtednessreinvested within such 365 days or 545 days, as applicable), an amount equal to any such Net Cash Proceeds shall be promptly applied to the prepayment of the Incremental Term Loan as a mandatory repayment set forth in accordance with the requirements of Section 2.08(b)(iv)9(c)(ii) above. (iv) Each prepayment Upon the incurrence or issuance by the Borrower or any Restricted Subsidiary of Loans any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 6.01 of the Credit Agreement (a “Debt Issuance”), the Borrower shall prepay, subject to Section 2.14(a) and Section 2.18(c) of the Credit Agreement, an aggregate principal amount of the Incremental Term Loan in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary. (v) Amounts to be applied to the Incremental Term Loan in connection with prepayments made pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b9(c) shall be applied to the remaining scheduled installments with respect to the Incremental Term Loan in direct order of maturity. Each prepayment of the Incremental Term Loan pursuant to this Section 9(c) shall be applied on a pro rata basis to the then outstanding portion of the Incremental Term Loan comprised of Base Rate Loans and Eurodollar Rate Loans; provided that, if there are no Declining Lenders with respect to such tranche firstprepayment, then the amount thereof shall be applied first to accrued interest Base Rate Loans comprising the Incremental Term Loan to the full extent thereof before application to Eurodollar Rate Loans comprising the Incremental Term Loan, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to Section 2.18(c) of the Credit Agreement. (vi) All prepayments under this Section 9 shall be made together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section 2.18(c) of the Credit Agreement. Notwithstanding any of the other provisions of this Section 9, so long as no Event of Default shall have occurred and fees due be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 9, other than on the last day of the Interest Period therefor, either the Borrower may, in its sole discretion, deposit " = "1" "" "" 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 Credit Party) to apply such amount to the prepayment of such Loans; secondLoans in accordance with this Section 9(c). 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 Credit Party) to apply such amount to the scheduled installments thereof occurring within prepayment of the immediately succeeding eight fiscal quarters outstanding amount of the Incremental Term Loan in accordance with this Section 9(c). (vii) Notwithstanding any other provisions of this Section 9, mandatory prepayments as a result of Section 9(c)(i) and (ii) of, or in respect of, a Foreign Subsidiary (i) may be retained by the applicable Foreign Subsidiary to the extent the making of any such mandatory prepayment from the Net Cash Proceeds of any Asset Sale received by any Foreign Subsidiary or Excess Cash Flow in respect of a Foreign Subsidiary would give rise to a materially adverse tax consequence as reasonably determined in good faith by the Borrower (taking into account any foreign tax credit or benefit received in connection with such repatriation and after the Borrower and the applicable Foreign Subsidiary have used commercially reasonable efforts to mitigate such materially adverse tax consequence in order to make such prepayments) and may be retained by the applicable Foreign Subsidiary so long as such material adverse tax consequence continues to exist; provided that (x) on or before the date on which such amounts so retained would otherwise have been required to be applied to reinvestments or prepayments, the Borrower shall apply an amount equal to such Net Cash Proceeds of any such Asset Sale or Excess Cash Flow as if such Net Cash Proceeds of any such Asset Sale or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Net Cash Proceeds of any such Asset Sale or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds of any such Asset Sale or Excess Cash Flow that would have been payable if received by such Foreign Subsidiary) or (y) such Net Cash Proceeds of any such Asset Sale or any such Excess Cash Flow shall be applied to prepay any Indebtedness of a Foreign Subsidiary permitted to be prepaid by the Credit Agreement or reinvested in the direct order business of maturity thereofthe Borrower or any of the other subsidiaries; provided further that if an Event of Default is then continuing, no prepayment of any such Indebtedness (other than any prepayment required by the terms of such Indebtedness) or reinvestments shall be permitted and third(iii) may be retained if prohibited under applicable local law (as reasonably determined by the Borrower); provided that such amounts 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 remaining installments due pursuant Foreign Subsidiary to Section 2.07 use commercially reasonable efforts to take such actions required by the applicable local law to permit such repatriation), and " = "1" "" "" once such repatriation is permitted under the applicable local law, such repatriation shall be promptly effected. (viii) For the avoidance of doubt, any mandatory prepayment of any Term Loan shall be applied on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Sharebasis across all existing Term Loans.

Mandatory. (i) Within ten Business Days following each date on which If for any reason the Borrower Total Revolving Outstandings at any time exceed the Revolving Facility then in effect, the Borrowers shall promptly prepay Loans and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or Cash Collateralize the issuance of any Disqualified Equity Interests, L/C Obligations in each case, after the Closing Date, an aggregate amount equal to 100% 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 Net Loans the Total Revolving Outstandings exceed the Revolving Facility then in effect. Such Cash Proceeds therefrom Collateral shall be subject to reduction in accordance with the requirements of Section 2.08(b)(iv)2.16. (ii) Within ten Business Days following each date on which If the Borrower and/or Administrative Agent notifies the Company at any time that the Outstanding Amount of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets all Loans denominated in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, 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 Net Cash Proceeds therefrom shall be applied as a mandatory repayment Global Revolving Credit Facility then in accordance with the requirements of Section 2.08(b)(iv)effect. (iii) Within 15 days after financial statements have been delivered pursuant to If, within five (5) Business Days following any Disposition of property by any Loan Party permitted by Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c7.05(f), Consolidated Leverage Ratio, after giving pro forma effect to such Disposition, is greater than 4.00 to 1.00, the Borrower Borrowers shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the prepay an aggregate principal amount of all voluntary 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 (iv) below); provided that, so long as no Specified Event of Loans Default shall have occurred and ABL Loans (in be continuing, such Net Cash Proceeds shall not be required to be so applied at the case election of the ABL Loans, only Company (as notified by the Company to the Administrative Agent) to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in Company or any of the ABL FacilitySubsidiaries reinvests all or any portion of such Net Cash Proceeds within three hundred sixty four (364) during days after the receipt of such periodNet Cash Proceeds (or, in each case to the extent that the Company or applicable Subsidiary enters into a binding commitment to reinvest such prepayments are Net Cash Proceeds within three hundred sixty four (364) days, within one hundred eighty (180) days after the expiration of such initial three hundred sixty four (364) day reinvestment period); provided that if such Net Cash Proceeds shall have not funded with proceeds of Indebtednessbeen so reinvested within the applicable timeframe above, such Net Cash Proceeds shall be promptly applied to prepay the Loans as a mandatory repayment set forth in accordance with the requirements of Section 2.08(b)(iv)clause (iv) below. (iv) Each prepayment All prepayments of the Loans pursuant to contemplated by this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b2.05(b) shall be applied to such tranche firstthe principal repayment installments of the Term Loans in direct order of maturity. The amount remaining, if any, after the prepayment in full of all Term Loans, in full may be retained by Loan Parties for use in the ordinary course of their business. (v) Notwithstanding any of the other provisions of clause (iii) of this Section 2.05(b), so long as no Specified Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to accrued interest and fees due on be made pursuant to clause (iii) 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 $10,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (iii) of this Section 2.05(b) to be applied to prepay Loans exceeds $10,000,000. During such deferral period the Company may apply all or any part of such Loans; secondaggregate 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 scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and thirdextent originally constituting Net Cash Proceeds, shall be deemed to the applicable remaining installments due pursuant to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.2.05

Mandatory. (i) Within ten five (5) Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred after financial statements pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 20126.01(a) and the related compliance certificate has been delivered Compliance Certificate pursuant to Section 5.01(c6.02(a) are required to have been delivered (commencing with the fiscal year ending December 31, 2021), the Borrower shall cause to be offered to be prepaid (the date such prepayment is made, the “Excess Cash Flow Prepayment Date”) in accordance with clause (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(iv) during such time up to the actual cash purchase price thereof), and (2) all voluntary prepayments of Loans revolving loans constituting Permitted First Priority Debt during such fiscal year or after year-end and ABL Loans (prior to when such Excess Cash Flow prepayment is due to the extent the commitments in respect of such revolving loans constituting Permitted First Priority Debt are permanently reduced by the amount of such payments, in the case of each of the ABL Loansimmediately preceding clauses (1) and (2), to the extent not financed with proceeds of long-term Indebtedness and without duplication of any such deduction from Excess Cash Flow or any prepayment amount required under this clause (b) in any prior period; provided, that, notwithstanding the foregoing, prepayments of Term Loans under this Section 2.05(b)(i) shall be required only to the extent accompanied by a corresponding permanent reduction the amount calculated above, after giving effect to the “Commitments” as defined deductions described in clause (B) above, is greater than $2,500,000 (with only such excess amount being subject to prepayment under this Section 2.05(b)(i)). (ii) If (x) any Loan Party or Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (o)) or (y) any Casualty Event occurs, which results in the ABL Facilityreceipt by any Loan Party of Net Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (ix) during below, on or prior to the date which is five (5) Business Days after the date of the receipt by such periodLoan Party of such Net Proceeds, an aggregate principal amount of Term Loans in each case an amount equal to 100% of all Net Proceeds received; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Permitted First Priority Debt (or any Permitted Refinancing thereof) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Permitted First Priority Debt that is secured on a pari passu basis with the Liens securing the Obligations (or any Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds, subject to clause (ix) below, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with clause (ix) and the other terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such prepayments are not funded with proceeds indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of Indebtedness, shall such rejection) be applied as a mandatory repayment to prepay the Term Loans in accordance with the requirements of Section 2.08(b)(iv)terms hereof. (iii) [Reserved]. (iv) Each If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause (ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on the date of receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds. (v) [Reserved]. (vi) Except with respect to Loans incurred in connection with any Term Loan Extension Request or any Incremental Amendment (which may be prepaid on less than a pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.08(b2.05(b) shall be applied pro rata among the ratably to each Class of Term Loans then outstanding (provided that (i) [reserved], and (ii) 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 Class of Incremental Term Loans. Each ); (B) with respect to each Class of Term Loans, each prepayment of any tranche of Loans pursuant to clauses (i) through (iv) of this Section 2.08(b2.05(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments of principal thereof occurring within following the immediately succeeding eight fiscal quarters date of prepayment pursuant to Section 2.07(a) in the direct order of maturity thereof(or as otherwise determined by the Borrower); and third, (C) each such prepayment shall be paid to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ their respective Pro Rata ShareShares of such prepayment. (vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent 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 ten Business Days following In the event, and on each date occasion, that any Net Cash Proceeds are received by or on which behalf of the Borrower and/or or any of its Restricted Subsidiaries receives in respect of any proceeds from any incurrence Prepayment Event, the Borrower shall, within five Business Days after such Net Cash Proceeds are received (or, in the case of Indebtedness a Prepayment Event described in clauses (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01b) or (c) of the issuance definition of any Disqualified Equity Intereststhe term “Prepayment Event”, on or before the next succeeding Business Day following the occurrence of such Prepayment Event, or, in each casethe case of a Prepayment Event on account of Recovery Events, on or before the later of (x) five Business Days after such Net Cash Proceeds are received and (y) the Closing Dateestablishment of the Recovery Event Proceeds Account), prepay the Revolving Credit Facility in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds therefrom (such mandatory prepayments to be applied as set forth in accordance with the requirements of Section 2.08(b)(ivclause (ii) below). (ii) Within ten Business Days following each date on which Each prepayment of the Borrower and/or any Revolving Credit Facility pursuant to Section 2.05(b)(i) and (vi) shall be applied to the Revolving Credit Facility (without permanent reduction of its Restricted Subsidiaries receives Net Cash Proceeds the Commitments except as provided in Section 2.06(a)(ii)) in the manner set forth in clause (iv) or clause (vii), as applicable, of this Section 2.05(b). (iii) If (A) from a disposition the Administrative Agent notifies the Borrower at any time during the Relief Period that the aggregate outstanding principal amount of any property or assets Revolving Credit Loans exceeds the Relief Period Sublimit in effect at such time, then, within two Business Days after receipt of such notice, the Borrower shall prepay Revolving Credit Loans in an Asset Sale occurring after aggregate amount sufficient to reduce such outstanding principal amount of Revolving Credit Loans as of such date of payment to an amount not to exceed the Closing Date Relief Period Sublimit then in effect, or (B) the Administrative Agent notifies the Borrower at any time that the Total Revolving Outstandings at such time exceed the Aggregate Revolving Credit Commitment in effect at such time, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or Cash Collateralize the 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 the Aggregate Revolving Credit Commitment then in effect; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iii) unless, after the prepayment in full of the Revolving Credit Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Credit Commitment then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (iv) Except as otherwise provided in Section 2.16,2.16 or clause (vii) below, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in full; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the applicable L/C Issuer or the applicable Lenders, as applicable. (v) Notwithstanding anything to the contrary contained in any other provision of this Section 2.05(b), to the extent any mandatory prepayment required pursuant to Section 2.05(b)(i) (without giving effect to this Section 2.05(b)(v)) is attributable to a Prepayment Event by a Foreign Subsidiary of the Borrower or an Excluded Domestic Subsidiary, no such prepayment (or a portion thereof) shall be required to be made if such prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment) shall, at the time it is required to be made, be prohibited by applicable Requirement of Law (including by reason of financial assistance, corporate benefit, restrictions on upstreaming or transfer of cash intra group and the fiduciary and statutory duties of the directors of relevant Subsidiaries), provided that the Borrower and its Subsidiaries shall make commercially reasonable efforts with respect to such Requirement of Law to permit such prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment) in accordance therewith (it being understood that such efforts shall not require (x) any Casualty expenditure in excess of a nominal amount of funds or (y) modifications to the organizational or tax structure of the Borrower and its Subsidiaries to permit such prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment)). Notwithstanding anything in the preceding sentence to the contrary, in the event the limitations or restrictions described therein cease to apply to any prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment) required under Section 2.05(b)(i), the Borrower shall make such prepayment in an amount equal to the lesser of (x) the amount of such prepayment previously required to have been made without having given effect to such limitations or restrictions and (y) the amount of cash and Cash Equivalents on hand at such time, in each case, less the amount by which the Net Cash Proceeds from the Prepayment Event occurring after were previously used for the Closing permanent repayment of Indebtedness (including any reductions in commitments related thereto). (vi) In the event, and on each occasion, at the close of any Business Day (the “Test Date”), the aggregate unrestricted cash and Cash Equivalents (a) of the Borrower and its Subsidiaries exceeds $45,000,000 or (b) of the Non-Loan Parties exceeds $40,000,000 (a “Trigger Event”), in either case for each of the preceding three Business Days, the Borrower shall prepay the Revolving Credit Loans in an aggregate amount equal to 100% of the Net amount of such excess such that after giving effect to such repayment, the Borrower and its Subsidiaries and/or the Non-Loan Parties, as applicable, do not hold unrestricted cash and Cash Proceeds therefrom shall Equivalents in amounts in excess of the above (such mandatory prepayments to be applied as a mandatory repayment set forth in accordance with the requirements of Section 2.08(b)(iv). clause (iiiii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(aabove) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal on or prior to (A) the Applicable ECF Percentage first Business Day after the Test Date or (B) the third Business Day after the Test Date solely with respect to any cash held in a deposit account owned by a Foreign Subsidiary of Excess the Borrower required to be used for such prepayment (each of such dates, a “Repayment Deadline”). (vii) Except as otherwise provided in Section 2.16, prepayments of the Revolving Credit Facility on account of Recovery Events made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings, second, 50% of the remainder of such prepayment shall be used to fund the Recovery Event Proceeds Account until such funds equal 105% of the Revolving Credit Facility (less Cash FlowCollateral actually provided to L/C Issuers as required pursuant to Section 2.15(a) or Section 6.26), and third, shall be applied ratably to the outstanding Revolving Credit Loans; and, in the case of prepayments of the Revolving Credit Facility on account of Recovery Events required pursuant to clause (i) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings outstanding at such time, the funding requirement for the Fiscal Year covered Recovery Event Proceeds Account and Revolving Credit Loans outstanding at such time may be retained by the Borrower for use in the ordinary course of its business. If at any time the funds in the Recovery Event Proceeds Account exceeds 105% of the Revolving Credit Facility (less Cash Collateral actually provided to L/C Issuers as required pursuant to Section 2.15(a) or Section 6.26), the Administrative Agent, at the written request of the Borrower to the Administrative Agent, shall cause such financial statements minus excess to be returned to the Borrower for use in the ordinary course of its business within 5 Business Days either by (Bi) crediting the aggregate principal account (other than the Recovery Event Proceeds Account) of the Borrower on the books of Bank of America with the amount of all voluntary prepayments such funds or (ii) wire transfer of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such periodfunds, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with instructions provided to (and reasonably acceptable to) the requirements Administrative Agent by the Borrower. With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 2.08(b)(iv). (iv) Each prepayment 4.03 cannot be satisfied or for any other reason, if the applicable Letter of Loans pursuant to this Section 2.08(b) shall be applied pro rata among Credit has not been Cash Collateralized, the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) funds held in the Recovery Event Proceeds Account shall be applied to such tranche first, to accrued interest and fees due outstanding L/C Borrowings or L/C Advances on the amount of the prepayment account of such Loans; second, Letter of Credit (without any further action by or notice to or from the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, Borrower or any other Loan Party) to reimburse the applicable remaining installments due pursuant L/C Issuer or the applicable Lenders, as applicable, and the Borrower hereby authorizes the Administrative Agent to Section 2.07 on a pro rata basis, apply funds therein in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Sharemanner.

Mandatory. (i) Within ten Subject in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days following each date on which of the Borrower and/or receipt by the Company or any of its Restricted Subsidiaries receives any proceeds of Net Cash Proceeds from any incurrence of Indebtedness Asset Sales or Casualty Events (excluding any Indebtedness permitted other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount that time and not otherwise applied is equal to 100% of or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds therefrom in accordance with shall reset to zero upon the requirements making of a mandatory prepayment pursuant to this Section 2.08(b)(iv2.08(b)(i). (ii) Within ten Subject to Section 2.08(b)(vi), within three (3) Business Days following each date on which after day of receipt by the Borrower and/or Company or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom from the Specified Sale, the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be applied as a mandatory repayment in accordance with the requirements deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(iv2.08(b)(ii). (iii) Within 15 days Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after financial statements have been delivered pursuant to Section 5.01(a) the end of such Excess Cash Flow Period (commencing with Fiscal Year 2012such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flowamount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the Fiscal Year covered by such financial statements minus calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (B) the aggregate principal “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of all voluntary prepayments of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans and ABL Loans (no later than 45 days following the Excess Cash Flow Calculation Date in the case of the ABL Loans, only manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent accompanied by a corresponding permanent reduction that such prepayment would cause (a) Worldwide Cash to be less than the “Commitments” as defined in the ABL FacilityExcess Cash Trigger Amount or (b) during such period, in each case U.S. Minimum Liquidity to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)less than $100,000,000. (iv) Each prepayment of Loans principal pursuant to this Section 2.08(b) shall be applied pro rata among in the Loansfollowing order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment of any tranche of Loans made pursuant to this Section 2.08(b) shall be applied made together with any interest accrued to the date of such tranche firstprepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to accrued interest the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and fees due on its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of such Loans; second, Loans pursuant to this Section 2.08 shall be available to the scheduled installments thereof occurring Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the immediately succeeding eight fiscal quarters meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the direct order Code) ending after the fifth anniversary of maturity thereof; and thirdthe date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the applicable remaining installments due Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.07 on a pro rata basis, in each case, 2.08(b)(iv) shall not apply to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Shareredemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. From and after the date of the Initial Loan Borrowing, the Borrower shall prepay outstanding Loans with the Net Cash Proceeds received by the Parent, the Borrower or any Subsidiary of the Borrower from any Mandatory Prepayment Event that occurs on or after the date of the Initial Loan Borrowing. The Borrower shall make such payments to the Administrative Agent for the account of the Lenders, within five (i5) Within ten Business Days following each date on which after such Net Cash Proceeds are received. In the case of any prepayment made or to be made in connection with this Section 2.7(b): (A) the Borrower and/or any shall deliver to the Administrative Agent at least three (3) Business Days’ prior written notice of its Restricted Subsidiaries receives any proceeds from any incurrence such prepayment together with a certificate of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or a Responsible Officer of the issuance of any Disqualified Equity Interests, Borrower setting forth in each case, after reasonable detail the Closing Date, an amount equal to 100% calculation of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus prepaid; (B) the aggregate principal Administrative Agent will promptly notify each Lender of its receipt of such Notice of Prepayment and of the amount of all voluntary prepayments such Lender’s Commitment Percentage of Loans such prepayment; (C) the Borrower shall make such prepayment and ABL Loans the payment amount specified in such Notice of Prepayment shall be due and payable on the date specified therein; (in the case D) any prepayment of the ABL Loans, only to the extent a LIBOR Loan shall be accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such periodall accrued interest thereon, in each case to the extent such prepayments are not funded together with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans additional amounts required pursuant to Section 2.08(b4.4; and (E) each such repayment shall be applied to such tranche first, to accrued interest and fees due on the amount applicable Loans of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ their respective Pro Rata ShareCommitment Percentages. The failure of the Borrower to make a required repayment under this Section 2.7(b) following the occurrence of a Mandatory Prepayment Event shall constitute an Event of Default hereunder. Any Loans that are prepaid may not be reborrowed.

Mandatory. (i) Within ten Business Days The Borrower shall, on the 15th day following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred delivers the annual financial statements pursuant to Section 7.015.03(d) or (commencing with January 2001), prepay an aggregate principal amount of the issuance Advances comprising part of any Disqualified Equity Interests, the same Borrowings in each case, after the Closing Date, an amount equal to 100(x) if the Debt to EBITDA Ratio for the related Fiscal Year is less than 3:1, 50% of Excess Cash Flow for such Fiscal Year and (y) at all other times, 75% of Excess Cash Flow for such Fiscal Year. The Borrower shall also, on the sixth month anniversary of each Fiscal Year, prepay an aggregate principal amount of Advances comprising part of the same Borrowings in an amount equal to (x) if the Debt to EBITDA Ratio for the related Fiscal Year is less than 3:1, 50% and (y) at all other times, 75% of any Capital Expenditures deducted in the calculation of Excess Cash Flow for the preceding Fiscal Year and not actually made on or prior to such sixth month anniversary. Each such prepayment shall be applied ratably to each of the Term Facilities; provided, however, that 50% of the Net Cash Proceeds therefrom amount of such prepayment in accordance with respect of a Term Facility shall be applied to the requirements installments of such Term Facility in direct order of maturity and the remaining 50% shall be applied to the installments of such Term Facility in inverse order of maturity. Upon the payment in full of the Term Advances, there shall be no further mandatory prepayments pursuant to this Section 2.08(b)(iv2.05(b)(i). (ii) Within ten The Borrower shall, on the third Business Days Day following each the date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% receipt of the Net Cash Proceeds therefrom 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) of Section 5.02(e)), subject to the proviso to the definition of Net Cash Proceeds, (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 Section 5.02(b)), (C) the sale or issuance after the Effective Date by any 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 the sale or issuance of (w) capital stock (other than Redeemable capital stock) of Holding to any Equity Investor, (x) any capital stock or rights or options to acquire capital stock in Holding to officers, employees or directors of Holding or any Subsidiary thereof, (y) common stock of Holding as contemplated by the Merger Agreement and (z) capital stock by any wholly-owned Subsidiary of any Loan Party to such Loan Party) and (D) 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), (B) or (C) above (subject to the proviso to the definition of Extraordinary Receipt), 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 as ratably to each of the Term Facilities; provided, however, that 50% of such amount of such prepayment in respect of a Term Facility shall be applied to the installments of such Term Facility in direct order of maturity and the remaining 50% shall be applied to the installments of such Term Facility in inverse order of maturity. Upon the payment in full of the Term Advances, there shall be no further mandatory repayment in accordance with the requirements of prepayments pursuant to this Section 2.08(b)(iv2.05(b)(ii). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) 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 related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans Swing Line Advances equal to the amount by which (A) the Applicable ECF Percentage sum of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) 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 voluntary prepayments Letters of Loans and ABL Loans Credit then outstanding exceeds (in B) the case lesser of the ABL Loans, only to Revolving Credit Facility and the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during Loan Value of Eligible Collateral on such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)Business Day. (iv) Each prepayment of Loans pursuant The Borrower shall, on each Business Day, pay to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to Section 2.08(b) shall be applied cause the aggregate amount on deposit in the L/C Cash Collateral Account to such tranche first, to accrued interest and fees due on equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the prepayment Letter of Credit Facility on such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata ShareBusiness Day.

Mandatory. (i) Within ten If at any time the sum of the unpaid principal balance of the Revolving Loans, Swing Loans and the L/C Obligations then outstanding shall be in excess of the Borrowing Base as determined and computed, as contained in the most recent Borrowing Base Certificate delivered in accordance with Section 8.5(d) hereof, the Borrower shall promptly, and in no event later than 11:00 a.m. (Chicago time) on the date that is two (2) Business Days following such delivery, and without notice or demand pay the amount of the excess to the Administrative Agent for the account of the Lenders as a mandatory prepayment on such Obligations, with each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted such prepayment first to be incurred pursuant applied to Section 7.01) or the issuance Revolving Loans and Swing Loans until paid in full with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv)Credit. (ii) Within ten Business Days following each date on which Unless the Borrower and/or any otherwise directs, prepayments of its Restricted Subsidiaries receives Net Cash Proceeds (ALoans under this Section 1.8(b) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 1.8(b) shall be made by the payment of the principal amount to be prepaid and, in the case of any Eurodollar Loans, accrued interest thereon to the date of prepayment together with any amounts due the Lenders under Section 1.11 hereof. Each prefunding of L/C Obligations shall be made in accordance with the requirements of Section 2.08(b)(iv)9.4 hereof. (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(aIf at any time a Change in Control shall occur caused by the termination set forth in clause (c) (commencing with Fiscal Year 2012) of the definition of “Change of Control” and the related compliance certificate has been delivered pursuant Borrower’s failure to Section 5.01(c)cure such Change in Control by appointing a replacement chief executive officer reasonably acceptable to the Administrative Agent within four (4) months, the Borrower shall cause to be prepaid Loans equal to within forty-five (A45) days prepay the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the full amount of the prepayment outstanding principal and interest of such the Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters prepay all fees due under this Agreement and cash collateralize all outstanding L/C Obligations in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to manner set forth in Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share9.4 hereof.

Mandatory. Subject to the provisions of the Intercreditor Agreement and subject to the prior payment in full of (1) the First Lien Term Loan and (2) the First Lien Revolving Loans (but not including the permanent reduction of the First Lien Revolving Credit Commitment), in each case as provided in Section 2.05 of the First Lien Credit Agreement (or the waiver of such payment in accordance with Section 10.01 of the First Lien Credit Agreement), the Borrowers shall prepay the Term Loans pursuant to, and in accordance with, clauses (i) Within ten Business Days following each date on which through (iv) below. For the Borrower and/or any avoidance of its Restricted Subsidiaries receives any proceeds from doubt, it is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement, the Borrowers shall not be required or permitted to prepay the Term Loans hereunder as a result of any incurrence of Indebtedness (excluding Indebtedness, any Indebtedness permitted to be incurred pursuant to Section 7.01) Asset Disposition, any Extraordinary Receipt or any Excess Cash Flow if the First Lien Term Loan or the issuance of any Disqualified Equity Interests, in each case, after First Lien Revolving Loans (but not the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv)First Lien Revolving Credit Commitment) remain outstanding. (iii) Within ten Subject to the first two sentences of this subsection (b), within five Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 20126.01(a) and the related compliance certificate Compliance Certificate has been delivered pursuant to Section 5.01(c6.02(b), the Borrower Borrowers shall cause to be prepaid prepay an aggregate principal amount of Term Loans equal to the excess (if any) of (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, Flow for the Fiscal Year fiscal year covered by such financial statements minus over (B) the aggregate principal amount of all voluntary prepayments of Term Loans and ABL Loans prepaid pursuant to Section 2.05(a)(i) (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall to be applied as set forth in clause (v) below). (ii) Subject to the first two sentences of this subsection (b), if any Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Sections 7.05(b), (c), (d) or (e)) which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Term 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 clause (v) below); provided, however, that, with respect to any Net Cash Proceeds realized under a mandatory repayment Disposition described in accordance with this Section 2.05(b)(ii), at the requirements election of the Borrowers (as notified by the Borrower Agent 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 Borrowers or such Subsidiary 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, 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 Term Loans as set forth in this Section 2.08(b)(iv2.05(b)(ii). (iii) Subject to the first two sentences of this subsection (b), upon the incurrence or issuance by either Borrower or any of their respective 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 Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by either Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below). (iv) Subject to the first two sentences of this subsection (b), upon any Extraordinary Receipt received by or paid to or for the account of either Borrower or any of their 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 Term Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such 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 applicable Borrower (as notified by the Borrower Agent 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 applicable Borrower or such Subsidiary may apply within 270 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 Term Loans as set forth in this Section 2.05(b)(iv). (v) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b2.05(b) shall be applied to the outstanding principal balance of the Term Loans; provided that each Lender having outstanding Term Loans may elect to decline its Applicable Percentage of any mandatory prepayment by notifying the Administrative Agent within three days of receipt of the notice of such tranche first, prepayment. All mandatory prepayments declined in accordance with the foregoing shall be re-offered to accrued interest and fees due those Lenders under this Agreement who have initially accepted such prepayment (such re- offer to be made to each such Lender based on the percentage which such Lender’s Term Loans represents of the aggregate Term Loans of all such Lenders who have initially accepted such prepayment). In the event of such a re-offer, the relevant Lenders may elect to decline, by notice to the Administrative Agent within two days of such re-offering, all of the amount of such prepayment that is re-offered to them, in which case the aggregate amount of the prepayment of that would have been applied to prepay such Loans; second, Loans pursuant to such re-offer but was so declined shall be returned to the scheduled installments thereof occurring within Borrowers. Any Lender that does not promptly notify the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders Administrative Agent in accordance with the foregoing that it is declining a mandatory prepayment shall automatically be deemed to have accepted such Lenders’ respective Pro Rata Shareprepayment and any re-offer in respect thereof.

Mandatory. (i) Within ten The Borrower shall, on the first Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, Day after the Closing Date, an amount equal to 100% date of receipt of the Net Cash Proceeds therefrom by the Borrower or any of its Subsidiaries from (A) the incurrence or issuance by the Borrower or any of its Subsidiaries of any Debt for borrowed money (other than (1) intercompany Debt, (2) Debt incurred under the Existing Credit Agreement or refinancings thereof (without increase in accordance with the requirements principal amount thereof), (3) commercial paper facilities, (4) cash management facilities, (5) other short term borrowings and (6) Debt incurred by any Subsidiary of Section 2.08(b)(iv)the Borrower to finance operations of such Subsidiary) and (B) the sale or issuance by the Borrower or any of its Subsidiaries of any equity interests or equity-linked securities in the capital markets, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to the amount of such Net Cash Proceeds. Each such prepayment shall be applied ratably to the Advances comprising a Borrowing. (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (AEach prepayment made pursuant to this Section 2.09(b) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance made together with any interest accrued to the requirements date of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and such prepayment on the related compliance certificate has been delivered pursuant to Section 5.01(c)principal amounts prepaid and, the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of any prepayment of a Eurodollar Rate Advance on a date other than the ABL Loanslast day of an Interest Period or at its maturity, only any additional amounts which the Borrower shall be obligated to reimburse to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined Lenders in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans respect thereof pursuant to Section 2.08(b8.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.09(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within Borrower and the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten five (5) Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements are required to have been delivered pursuant to Section 5.01(a6.01(a) (commencing with Fiscal Year 2012the fiscal year ending December 31, 2021) and the related compliance certificate has been Compliance Certificate is required to be delivered pursuant to Section 5.01(c6.02(a), the Borrower shall cause to be offered to be prepaid in accordance with clause (vii) below, an aggregate principal amount of Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year fiscal year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Term Loans made during such fiscal year or after year-end and ABL Loans (prior to when such Excess Cash Flow prepayment is due and, in the case of the ABL Loansfiscal year ending December 31, only to 2021, all voluntary prepayments of Term Loans made during the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facilityfiscal year ending December 31, 2020, (x) during such period, in each case to the extent such prepayments are not funded with internally generated cash and (y) excluding any such voluntary prepayments made during such fiscal year that reduced the amount required to be prepaid pursuant to this Section 2.05(b)(i) in the prior fiscal year. (i) If (x) the Borrower or any Restricted Subsidiary Disposes of any property pursuant to Section 7.05(d), (h) or (n)(F), or (y) any Casualty Event occurs, which results in the realization or receipt by the Borrower or any Restricted Subsidiary of Net Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (vii) 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 Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to (A) 100% of all Net Proceeds received (other than in the case of Dispositions of Post-Closing Securitization Assets), (B) 100% of all Net Proceeds received in connection with the Disposition of Post-Closing Securitization Assets if (x) a Default or Event of Default shall have occurred and is continuing or would result therefrom, (y) the Net Leverage Ratio, on a Pro Forma Basis giving effect thereto as if such Disposition had been made at the end of the Test Period most recently-ended, would be greater than or equal to 4.50 to 1.00 or (z) the Liquid Collateral Coverage Ratio at the time of receipt of such Net Proceeds is less than 0.90 to 1.00 on a Pro Forma Basis, (C) 50% of all Net Proceeds received in connection with the Disposition of Post-Closing Securitization Assets so long as (x) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (y) the Net Leverage Ratio, on a Pro Forma Basis giving effect thereto as if such Disposition had been made at the end of the Test Period most recently-ended, would be less than 4.50 to 1.00 and (z) the Liquid Collateral Coverage Ratio at the time of receipt of such Net Proceeds is greater than or equal to 0.90 to 1.00 but less than or equal to 1.20 to 1.00 on a Pro Forma Basis and (D) 0% of all Net Proceeds received in connection with the Disposition of Post-Closing Securitization Assets so long as (x) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (y) the Net Leverage Ratio, on a Pro Forma Basis giving effect thereto as if such Disposition had been made at the end of the Test Period most recently-ended, would be less than 4.50 to 1.00 and (z) the Liquid Collateral Coverage Ratio at the time of receipt of such Net Proceeds is greater than 1.20 to 1.00 on a Pro Forma Basis; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be applied as a mandatory repayment reduced accordingly; provided, further that (A) the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the requirements terms hereof, and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, 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. (ii) If Holdings, the Borrower or any Restricted Subsidiary (A) incurs Indebtedness that is intended to constitute Credit Agreement Refinancing Indebtedness, or (B) incurs any Indebtedness after the Closing Date that is not otherwise permitted under Section 2.08(b)(iv)7.03 or 7.13, or (C) issues or sells any Equity Interests in connection with a Designated Equity Contribution, or otherwise receives any Net Proceeds in respect thereof, the Borrower shall prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom, together with the applicable Prepayment Premium, on or prior to the date which is five (5) Business Days after the receipt by Holdings, the Borrower or such Restricted Subsidiary of such Net Proceeds. (iii) Except with respect to Loans incurred in connection with any Refinancing Amendment, or Term Loan Extension Request, (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding; provided that any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt; (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iii) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07 in direct order of maturity; and (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment. (iv) Each The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i), (ii) or (iii) of this Section 2.08(b2.05(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, (in each case, specifying the clause of this Section 2.05(b) under which such prepayment is required) at least four (4) Business Days prior to be allocated among the appropriate Lenders in accordance with date of such Lenders’ respective 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 ShareShare of the prepayment.

Mandatory. (i) Within ten Business Days following each date on which Upon the incurrence or issuance by the Borrower and/or or any of its Restricted Subsidiaries receives of any proceeds from any incurrence of Indebtedness (excluding any other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.017.03 (except Credit Agreement Refinancing Indebtedness)), the Borrower shall prepay (or Cash Collateralize, as applicable) or the issuance an aggregate principal amount of any Disqualified Equity Interests, in each case, after the Closing Date, an amount Pro Rata Obligations equal to 100% of the Net gross cash proceeds received by the Borrower or any of its Restricted Subsidiaries from any such Indebtedness less all reasonable and customary out-of-pocket legal, underwriting and other fees, costs and expenses incurred or reasonably anticipated to be incurred within 90 days thereof in connection therewith, within one Business Day following receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments (or Cash Proceeds therefrom Collateralization) to be applied as set forth in accordance with the requirements of Section 2.08(b)(ivclauses (iii) and (v) below). (ii) Within ten Business Days following [reserved]; (iii) Subject to the next sentence, each date on which the Borrower and/or any prepayment (or Cash Collateralization, as applicable) of its Restricted Subsidiaries receives Net Cash Proceeds Pro Rata Obligations pursuant to this Section 2.05(b) (Aexcluding clause (b)(iv) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (Bfollowing) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied applied, first, to the Term Loans held by all Term Lenders in accordance with their Applicable Percentages (allocated pro rata as among the Term Loans and to each Term Lender on a mandatory repayment pro rata basis in accordance with the requirements principal amount of the applicable Term Loans held thereby and to scheduled amortization payments in direct order of maturity), 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 (v) of this Section 2.08(b)(iv2.05(b) and third, any excess after the application of such proceeds in accordance with clauses first and second above may be retained by the Borrower; provided that any repayment required pursuant to clause (b)(i) shall be applied ratably to the Term Loans and amounts outstanding under the Revolving Credit Facility. Except with respect to Term Loans incurred in connection with any Refinancing Amendment or any Joinder Agreement (which, in each case, may be prepaid on a less than pro rata basis if expressly provided for in such Refinancing Amendment or Joinder Agreement), each prepayment pursuant to this Section 2.05(b) shall be applied ratably to each Class of Loans then outstanding entitled to payment pursuant to the prior sentence (provided that any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt). 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. (iiiiv) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Commitments at such time (commencing including, for the avoidance of doubt, as a result of the termination of any Class of Commitments on the Maturity Date with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(crespect thereto), the Borrower shall cause to be prepaid immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) (in an aggregate amount equal to (A105% of the face amount thereof) in an aggregate amount sufficient to reduce the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) Total Revolving Credit Outstandings to the aggregate principal Revolving Credit Commitments. If for any reason the Outstanding Amount of L/C Obligations at any time exceed the Letter of Credit Sublimit at such time, the Borrower shall immediately prepay L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the Outstanding Amount of all voluntary prepayments L/C Obligations to the Letter of Loans and ABL Loans Credit Sublimit. (in the case v) Prepayments of the ABL LoansRevolving Credit Facilities made pursuant to this Section 2.05(b), only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtednessfirst, shall be applied as a mandatory repayment ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans held by all Revolving Credit Lenders in accordance with their Applicable Revolving Credit Percentages, and, third, shall be used to Cash Collateralize the requirements remaining L/C Obligations. Upon the drawing of Section 2.08(b)(iv). any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (ivwithout any further action by or notice to or from the Borrower or any other Loan Party) Each prepayment to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of Loans the Revolving Credit Facilities made pursuant to this Section 2.08(b2.05(b) shall be applied pro rata among ratably to the outstanding Revolving Credit Loans. Each Amounts to be applied pursuant to this Section 2.05(b) to the mandatory prepayment of Term Loans and Revolving Credit Loans shall be applied, as applicable, first to reduce outstanding Base Rate Loans and any tranche of Loans pursuant to Section 2.08(b) amounts remaining after such application shall be applied as directed by the Borrower to such tranche firstprepay Eurodollar Rate Loans. (vi) In the event that there are any Term Loans outstanding, each Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to any mandatory prepayment provisions relating to asset sale proceeds, excess cash flow, insurance proceeds or condemnation proceeds set forth in any Joinder Agreement pursuant to which any Incremental Term Loan Commitments are established or any Incremental Term Loans are made, to accrued interest and fees due on decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”). Any Term Lender declining such prepayment shall give written notice thereof to the Administrative Agent by 11:00 a.m. no later than one Business Day after the date of such notice from the Administrative Agent. If a Lender fails to deliver a notice of election declining receipt of its Applicable Percentage of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage of the total amount of the such mandatory prepayment of such Term Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten Business Days following each date on which Upon the incurrence or issuance by the Borrower and/or or any of its Restricted Subsidiaries receives of any proceeds from any incurrence of Indebtedness (excluding any other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.017.03 (except Credit Agreement Refinancing Indebtedness)), the Borrower shall prepay (or Cash Collateralize, as applicable) or the issuance an aggregate principal amount of any Disqualified Equity Interests, in each case, after the Closing Date, an amount Pro Rata Obligations equal to 100% of the Net gross cash proceeds received by the Borrower or any of its Restricted Subsidiaries from any such Indebtedness less all reasonable and customary out-of-pocket legal, underwriting and other fees, costs and expenses incurred or reasonably anticipated to be incurred within 90 days thereof in connection therewith, within one Business Day following receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments (or Cash Proceeds therefrom Collateralization) to be applied as set forth in accordance with the requirements of Section 2.08(b)(ivclauses (iii) and (v) below). (ii) Within ten Business Days following [reserved]; (iii) Subject to the next sentence, each date on which the Borrower and/or any prepayment (or Cash Collateralization, as applicable) of its Restricted Subsidiaries receives Net Cash Proceeds Pro Rata Obligations pursuant to this Section 2.05(b) (Aexcluding clause (b)(iv) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (Bfollowing) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied applied, first, to the Term Loans held by all Term Lenders in accordance with their Applicable Percentages (allocated pro rata as among the Term Loans and to each Term Lender on a mandatory repayment pro rata basis in accordance with the requirements principal amount of the applicable Term Loans held thereby and to scheduled amortization payments in direct order of maturity), 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 (v) of this Section 2.08(b)(iv2.05(b) and third, any excess after the application of such proceeds in accordance with clauses first and second above may be retained by the Borrower; provided that any repayment required pursuant to clause (b)(i) shall be applied ratably to the Term Loans and amounts outstanding under the Revolving Credit Facility. Except with respect to Term Loans incurred in connection with any Refinancing Amendment or any Joinder Agreement (which, in each case, may be prepaid on a less than pro rata basis if expressly provided for in such Refinancing Amendment or Joinder Agreement), each prepayment pursuant to this Section 2.05(b) shall be applied ratably to each Class of Loans then outstanding entitled to payment pursuant to the prior sentence (provided that any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt). 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. (iiiiv) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Commitments at such time (commencing including, for the avoidance of doubt, as a result of the termination of any Class of Commitments on the Maturity Date with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(crespect thereto), the Borrower shall cause to be prepaid immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) (in an aggregate amount equal to (A105% of the face amount thereof) in an aggregate amount sufficient to reduce the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) Total Revolving Credit Outstandings to the aggregate principal Revolving Credit Commitments. If for any reason the Outstanding Amount of L/C Obligations at any time exceed the Letter of Credit Sublimit at such time, the Borrower shall immediately prepay L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the Outstanding Amount of all voluntary prepayments L/C Obligations to the Letter of Loans and ABL Loans Credit Sublimit. (in the case v) Prepayments of the ABL LoansRevolving Credit Facilities made pursuant to this Section 2.05(b), only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtednessfirst, shall be applied as a mandatory repayment ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans held by all Revolving Credit Lenders in accordance with their Applicable Revolving Credit Percentages, and, third, shall be used to Cash Collateralize the requirements remaining L/C Obligations. Upon the drawing of Section 2.08(b)(iv). any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (ivwithout any further action by or notice to or from the Borrower or any other Loan Party) Each prepayment to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of Loans the Revolving Credit Facilities made pursuant to this Section 2.08(b2.05(b) shall be applied pro rata among ratably to the outstanding Revolving Credit Loans. Each Amounts to be applied pursuant to this Section 2.05(b) to the mandatory prepayment of Term Loans and Revolving Credit Loans shall be applied, as applicable, first to reduce outstanding Base Rate Loans and any tranche of Loans pursuant to Section 2.08(b) amounts remaining after such application shall be applied as directed by the Borrower to such tranche firstratably prepay Eurodollar Rate Loans and Term SOFR Loans. (vi) In the event that there are any Term Loans outstanding, each Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to any mandatory prepayment provisions relating to asset sale proceeds, excess cash flow, insurance proceeds or condemnation proceeds set forth in any Joinder Agreement pursuant to which any Incremental Term Loan Commitments are established or any Incremental Term Loans are made, to accrued interest and fees due on decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”). Any Term Lender declining such prepayment shall give written notice thereof to the Administrative Agent by 11:00 a.m. no later than one Business Day after the date of such notice from the Administrative Agent. If a Lender fails to deliver a notice of election declining receipt of its Applicable Percentage of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage of the total amount of the such mandatory prepayment of such Term Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten [Reserved]. (ii) 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 following each of receipt thereof (or within 15 Business Days after the later of the date on which the threshold referred to above is first exceeded and the date the relevant Net Cash Proceeds are received) by the Borrower and/or 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 its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) payment and security with the First Lien Obligations or the issuance of any Disqualified Equity InterestsInitial Loans, in each case, after to the Closing Dateextent 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 Section 7.04, except to the extent of 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 or any Restricted Subsidiary of any 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 prepay an aggregate principal amount of Tranches in an amount equal to 100% of the all Net Cash Proceeds received therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which immediately upon receipt thereof by the Borrower and/or any or such Restricted Subsidiary; provided, further, that until the Discharge of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition First Lien Credit Agreement Obligations, no mandatory prepayments of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom Loans shall be applied as a required under clause (C) of this Section 2.05(b)(iii), except to the extent of mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered prepayments pursuant to Section 5.01(a2.05(b)(iii) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to First Lien Credit Agreement declined by the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)lenders thereunder. (iv) Each [Reserved]. (v) [Reserved]. (vi) Subject to Section 2.17, each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b2.05(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 firstTranche 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 accrued interest 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 fees due 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 such amount to 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; second). 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 scheduled installments thereof occurring within extent that any or all of the immediately succeeding eight fiscal quarters 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 direct order Borrower or so prepaid or such repatriation or prepayment would present a material risk of maturity thereof; and thirdliability 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 be applied to repay Loans at the times provided in this Section 2.05 but may be retained by the applicable Non-U.S. Subsidiary. (ix) Notwithstanding any other provisions of this Section 2.05, to the applicable remaining installments due extent 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 2.07 on a pro rata basis2.05(b)(ii) would result in adverse tax consequences, in each case, the Net Cash Proceeds so affected will not be required to be allocated among applied to repay Loans at the appropriate Lenders times provided in accordance with this Section 2.05 but may be retained by the applicable Non-U.S. Subsidiary. (x) The Borrower shall not be required to monitor any Payment Block and/or reserve cash for future repatriation after the Borrower has notified the Administrative Agent of the existence of such Lenders’ respective Pro Rata SharePayment Block.

Mandatory. (i) Within ten Business Days following each [Reserved]. (ii) Except as otherwise provided in Section 6.11, the aggregate Term A-1 Commitments shall be automatically and permanently reduced to zero on the earlier of (x) the Termination Date and (y) the date on which all of the Borrower and/or Certain Funds Purposes have been achieved. (iii) If after giving effect to any reduction or termination of its Restricted Subsidiaries receives any proceeds from any incurrence Multicurrency Revolving Credit Commitments under this Section 2.06, the Letter of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) Credit Sublimit or the issuance Swing Line Sublimit exceeds the Multicurrency Revolving Credit Facility at such time, the Letter of any Disqualified Equity InterestsCredit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced, by the amount of such excess. (iv) The Term A-1 Commitments shall be automatically and permanently reduced in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements committed amount of Section 2.08(b)(iv). any (i) credit facility or (ii) Within ten Business Days following each date private placement note purchase agreement made available to a member of the Consolidated Group that is (x) subject to conditions precedent to funding of the loans or purchasing the notes thereunder that are, in respect of certainty of funding, not more restrictive than the conditions set forth in this Agreement, (y) subject to restrictions on which the Borrower and/or any assignments of its Restricted Subsidiaries receives Net Cash Proceeds loans or private placement notes thereunder not more restrictive than those set forth in this Agreement and (z) entered into with financial institutions that are either (A) from a disposition Lenders or an Affiliate or Approved Fund of any property the Lenders, (B) lenders approved by the Company on or assets in an Asset Sale occurring after prior to the Closing Restatement Date or (BC) with respect approved by the Company (each such term facility or private placement agreement, a “Qualifying Committed Facility”) (such reduction to any Casualty Event occurring after occur upon the Closing Date, an amount equal to 100% effectiveness of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(ivdefinitive documentation for such Qualifying Committed Facility). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten Business Days following each date on which the Borrower and/or If at any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) time the aggregate principal amount of all voluntary prepayments of outstanding Loans exceeds the Total Available Commitments, the Borrowers shall promptly (and ABL Loans (in any event, within 2 Business Days after notice thereof from the case Agent) pay to the Agent for the accounts of the ABL LoansLenders the amount of such excess. Such payment shall be applied to pay all amounts of principal outstanding on the Loans pro rata in accordance with Section 3.2. If the Borrowers are required to pay any outstanding LIBOR Loans by reason of this Section prior to the end of the applicable Interest Period therefor, only the Borrowers shall pay all amounts due under Section 4.4, provided that such prepayments shall be applied in such a manner as to limit, to the extent accompanied by a corresponding permanent reduction possible, the amounts due under Section 4.4. (ii) With respect to each Permitted Financing, or upon the release of any Borrowing Base Asset from the Borrowing Base Assets Pool as provided in Section 7.16, the Borrowers shall pay to the “Commitments” Agent on the closing date of such Permitted Financing, for the accounts of the Lenders, an amount in respect of such transaction equal to the greater of (a) 125% of the Borrowing Base Availability attributable to the Property subject to such Permitted Financing or release, or (b) 75% of the Net Proceeds received by the Borrowers in respect of such Permitted Financing, such prepayment to be applied first to the amounts outstanding under the Term Facility and then to the amounts outstanding under the Revolving Facility (provided that such prepayments shall be applied in such a manner as defined in the ABL Facility) during such periodto limit, in each case to the extent possible, the amounts due under Section 4.4.) provided, however, that no such prepayments are not funded with proceeds of Indebtedness, prepayment shall be applied as required in connection with a mandatory repayment Permitted Financing comprised of the sale of a Property in accordance the event that the Borrowers utilize the proceeds from such sale in connection with a Section 1031 Exchange provided that (x) the Section 1031 Exchange is documented in a manner reasonably acceptable to the Agent and its counsel, (y) any cash proceeds received by any Loan Party in connection with such Section 1031 Exchange are kept with a third party intermediary consistent with the requirements of the Internal Revenue Code and (z) upon the completion such Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this 1031 Exchange, the property received by the Borrowers from such Section 2.08(b) 1031 Exchange shall be applied pro rata among satisfy the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters requirements for inclusion in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders Borrowing Base Assets Pool in accordance with such Lenders’ respective Pro Rata ShareSection 7.15.

Mandatory. (i) Within ten Business Days following Following the end of each fiscal year of the Company, commencing with the fiscal year ending September 30, 2018, the Company shall prepay Loans in an aggregate amount equal to (A) the applicable ECF Prepayment Percentage of Excess Cash Flow for such fiscal year less (B) the aggregate principal amount of Term Loans, Incremental Term Loans and (to the extent accompanied by a permanent reduction of the Aggregate Revolving Credit Commitments in the same amount) Revolving Loans prepaid pursuant to Section 2.05(a)(i) or, solely with respect to prepayments made with Net Cash Proceeds resulting from Non-Core Asset Dispositions, pursuant to Section 2.05(b)(ii), in each case during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the Borrower and/or prepayment described in this clause (i) is required (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided that if all Term B Loans have been paid in full and the Term B Facility has been terminated on or prior to the date a prepayment under this clause (i) would have been required to have been made, no such prepayment shall be required for such fiscal year or any subsequent fiscal year. Each prepayment pursuant to this clause (i) shall be made no later than the date that is five Business Days after the date on which financial statements are required to be delivered pursuant to Section 6.01(a) with respect to the fiscal year for which Excess Cash Flow is being calculated. (ii) If the Company or any of its Restricted Subsidiaries receives Disposes of any proceeds from property (other than in the ordinary course of business, and other than any incurrence Disposition of Indebtedness any property permitted by Section 7.05(a), (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01b), (c), (d), (g), (h) or the issuance of any Disqualified Equity Interests(o)) which, in each any such case, after results in the Closing Daterealization by such Person of Net Cash Proceeds, the Company shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received therefrom in accordance excess of $50,000,000 in the aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately preceding twelve month period immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the requirements election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as (A) within 365 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), (B) if a definitive agreement to so reinvest has been executed within such 365-day period, then such reinvestment shall have been consummated within 180 days after such 365-day period (in each case, as certified by the Company in writing to the Administrative Agent), and (C) in the case of Dispositions by AECOM Capital or any Restricted Subsidiary of AECOM Capital, within two years after receipt of such Net Cash Proceeds such reinvestment shall have been consummated; and provided 77 108739301_14 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 2.08(b)(iv2.05(b)(ii). (ii) Within ten Business Days following each date on which . Notwithstanding the Borrower and/or foregoing, if the Company or any of its Restricted Subsidiaries receives realizes any Net Cash Proceeds (A) resulting from a disposition Non-Core Asset Disposition, the Company shall prepay an aggregate principal amount of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount Loans equal to 100% of the Net Cash Proceeds received therefrom shall immediately upon receipt thereof by such Person (such prepayments to be applied as a mandatory repayment set forth in accordance with clauses (v) and (viii) below), without regard to the requirements of Section 2.08(b)(ivforegoing $50,000,000 threshold or the reinvestment provisions set forth in this clause (ii). . (iii) Within 15 days after financial statements have been delivered pursuant Upon the occurrence of a Recovery Event with respect to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c)Company or any of its Restricted Subsidiaries which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower Company shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 in the aggregate for the Net Cash Proceeds received from all voluntary such Recovery Events during the immediately preceding twelve month period immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided that, with respect to any Net Cash Proceeds realized under a Recovery Event described in this Section 2.05(b)(iii), at the election of Loans the Company (as notified by the Company to the Administrative Agent within 45 days following the date of such Recovery Event), and ABL Loans so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or operating assets so long as (A) within 365 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), (B) if a definitive agreement (including, without limitation, a construction agreement) to so reinvest has been executed within such 365-day period, then such reinvestment shall have been consummated within 180 days after such 365-day period (in each case, as certified by the Company in writing to the Administrative Agent), and (C) in the case of the ABL LoansRecovery Events with respect to AECOM Capital or any Restricted Subsidiary of AECOM Capital, only within two years after receipt of such Net Cash Proceeds such reinvestment shall have been consummated; and provided further, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the extent accompanied prepayment of the Loans as set forth in this Section 2.05(b)(iii). (iv) Upon the incurrence or issuance by a corresponding permanent reduction 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 “Commitments” as defined in 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 ABL Facility) during Company or such period, in each case to the extent Restricted Subsidiary (such prepayments are not funded with proceeds of Indebtedness, shall to be applied as a mandatory repayment set forth in accordance with the requirements of Section 2.08(b)(ivclauses (v) and (viii) below). . (ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.08(b2.05(b) shall be applied applied, first, ratably to each of the Term A US Facility, the Term A CAD Facility, the Term A AUD Facility, and the Term B Facility and to the principal repayment installments thereof in direct order of maturity to the next four principal repayment installments of the applicable Term Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), of any Incremental Term Loans) and, thereafter, to the remaining principal repayment installments of the applicable Term Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), of any Incremental Term Loans) on a pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche firstbasis and, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within Revolving Credit Facility (without permanent reduction of the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.Revolving Credit Commitments) 78 108739301_14

Mandatory. (i) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv).[reserved] (ii) Within ten Business Days following each date on which [reserved] (iii) [Reserved]. (iv) If the Borrower and/or or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of Subsidiary incurs or issues any property or assets in an Asset Sale occurring Indebtedness after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of other than Indebtedness not prohibited under Section 2.08(b)(iv7.03 (excluding Section 7.03(t). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c)), the Borrower shall cause to be offered to be prepaid Loans equal to in accordance with clause (Ab)(vii) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the below an aggregate principal amount of Loans in an amount equal to 100% of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only Net Proceeds received therefrom on or prior to the extent accompanied date which is five Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds. (v) [reserved]. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Loan Extension Request or any Incremental Amendment (which may be prepaid on a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment less than pro rata basis in accordance with the requirements of Section 2.08(b)(ivtheir terms). (iv) Each , each prepayment of Loans pursuant to clause (iv) of this Section 2.08(b2.05(b) shall be applied pro rata among the Loans. Each applied, first, ratably to each Class of Loans then outstanding (provided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any tranche Class of Incremental Loans, Extended Loans, or Refinancing Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans, Extended Loans or Refinancing Loans; provided further, with respect to each Class of Loans, each prepayment pursuant to clause (iv) of this Section 2.08(b2.05(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments of principal thereof occurring within following the immediately succeeding eight fiscal quarters date of prepayment pursuant to Section 2.07(a) as directed by the Borrower, or, absent such direction, in the direct order of maturity thereof; and third, of such installment). (vii) The Borrower shall notify the Lender in writing of any mandatory prepayment required to be made pursuant to this Section 2.05(b) at least four Business Days prior to the applicable remaining installments due date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. (viii) [reserved] (ix) With respect to each prepayment of Loans required pursuant to Section 2.07 2.05(b), the Lender will have the right to refuse such offer of prepayment. Any prepayment refused by the Lender may be retained by the Borrower. (x) In connection with any mandatory prepayments by the Borrower of the Loans pursuant to this Section 2.05(b), such prepayments shall be applied on a pro rata basisbasis to the then outstanding Loans of the applicable Class or Classes being prepaid. Notwithstanding anything to the contrary in this Section 2.05(b), (i) mandatory prepayments in each casean aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that, if following such repayment, the Loan Party would have insufficient funds to make a REIT Distribution and (ii) the amount of any mandatory prepayment shall furthermore be allocated among reduced if the appropriate Lenders Borrower determines in accordance with good faith that the payment of any distribution is necessary either to maintain the Borrower’s status as a real estate investment trust under the Code or to enable the Borrower to avoid payment of any Tax that could be avoided by reason of a distribution by the Borrower; provided that such Lenders’ respective Pro Rata Sharereduction shall not exceed the amount needed to make such distribution or maintain such status.

Mandatory. Without limiting anything contained herein, the Borrower agrees to the following: (i) Within ten if at any time any Loan remains outstanding for five (5) or more Business Days following each date on which after such Loan was advanced by the Lenders, the Borrower and/or shall immediately and without notice or demand pay over the amount of such Loan to the Administrative Agent for the account of the Lenders as and for a mandatory prepayment on such Obligations; (ii) if at any time the sum of its Restricted Subsidiaries receives the principal amount of the Reserve Loans then outstanding shall be in excess of the Borrowing Base (Reserve) as then determined and computed, the Borrower shall immediately and without notice or demand pay over the amount of the excess to the Administrative Agent as and for a mandatory prepayment on such Obligations; (iii) without notice or demand, prepay any proceeds from any incurrence Reserve Loan on the Business Day immediately following the next computation date of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, Reserve Account in each case, after the Closing Date, an amount equal to 100% the lesser of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage full amount of Excess Cash Flowsuch Reserve Loan and (B) the amount of excess cash that is permitted to be withdrawn from the Reserve Account; (iv) the Borrower shall, on each date the Commitments are reduced pursuant to Section 1.10 hereof, prepay the Revolving Loans and Swing Loans, by the amount, if any, for necessary to reduce the Fiscal Year covered by such financial statements minus (B) sum of the aggregate principal amount of all voluntary prepayments of Revolving Loans and ABL Swing Loans (in the case of the ABL Loans, only then outstanding to the extent accompanied by a corresponding permanent reduction amount to which the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv).Commitments have been so reduced; and (ivv) Each prepayment of Without limiting the Borrower’s obligation to repay the Loans pursuant to any other provision of this Section 2.08(b1.7(b), on any Business Day in a calendar month (other than the last Business Day in a calendar month), if (A) shall be applied pro rata among the Loans. Each prepayment sum of any tranche (x) the number of Loans pursuant to Section 2.08(bBusiness Days remaining in such calendar month (not including such Business Day) shall be applied plus (y) the number of Zero Loan Days occurring in such calendar month on or prior to such tranche firstBusiness Day is less than (B) five (5), to accrued interest then the Borrower shall immediately and fees due on without notice or demand pay over the amount of the prepayment of such Loans; second, Loan to the scheduled installments thereof occurring within Administrative Agent for the immediately succeeding eight fiscal quarters in account of the direct order of maturity thereof; Lenders as and third, to the applicable remaining installments due pursuant to Section 2.07 for a mandatory prepayment on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata ShareObligations.

Mandatory. Within five (i5) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 20126.01(a) and the related compliance certificate Compliance Certificate has been delivered pursuant to Section 5.01(c6.02(b), the Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to (A) the Applicable ECF Required Percentage of Excess Cash Flow, if any, for the Fiscal Year Excess Cash Flow Period covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (excluding prepayments pursuant to Section 2.05(a)(iii)with respect to any such prepayments or repurchases below par, with credit given for the actual amount of the cash payment) or other Indebtedness permitted hereunder that is secured on a pari passu basis with the Obligations (with corresponding commitment reductions in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facilityany such Indebtedness that is revolving Indebtedness) during such period, in each case Excess Cash Flow Period to the extent such prepayments are not funded with the proceeds of Indebtedness.; provided however, shall be applied as that the Borrower may use a mandatory repayment portion of such Excess Cash Flow to prepay or repurchase any Other Applicable Indebtedness to the extent the documents governing such Indebtedness require such a prepayment or repurchase thereof with Excess Cash Flow, in accordance with each case in an amount not to exceed the requirements lesser of Section 2.08(b)(iv). (ivi) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of required under the prepayment of documents governing such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; Indebtedness and third, to the applicable remaining installments due pursuant to Section 2.07 on (ii) a pro rata basis, in each case, to be allocated among payment amount based on the appropriate Lenders in accordance with outstanding principal amounts of such Lenders’ respective Pro Rata ShareIndebtedness and the Loans.

Mandatory. (i) Within ten five (5) Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 20126.01(a) and the related compliance certificate Compliance Certificate has been delivered pursuant to Section 5.01(c6.02(a), the Borrower shall cause shall, subject to be prepaid clause (b)(v) of this Section 2.03, prepay an aggregate principal amount of Loans equal to (A) 50% (such percentage as it may be reduced as described below, the Applicable “ECF Percentage Percentage”) of Excess Cash Flow, if any, for the Fiscal Year fiscal year covered by such financial statements (commencing with the fiscal year ending February 28, 2015) minus (B) the aggregate principal amount sum of (i) all voluntary prepayments of (x) Loans pursuant to Section 2.03(a)(i) (including Incremental Loans) and ABL the aggregate amount of any voluntary prepayments of Loans made pursuant to Section 2.03(a)(iv) and open market purchases of Loans by the Borrower pursuant to Section 10.07(h) (in each case, in an amount equal to the case amount actually paid in respect of the principal amount of such Loans) and (y) Permitted Pari Passu Secured Refinancing Debt during such fiscal year or, at the option of the Borrower (which shall be notified in writing to the Administrative Agent and shall be without duplication of any reduction pursuant to this clause (b) in any future fiscal year), following the end of such fiscal year but prior to the date of the required prepayment under this clause (b)(i) and (ii) all voluntary prepayments of loans under the ABL LoansFacility or any other revolving credit facilities during such fiscal year or, only at the option of the Borrower (which shall be notified in writing to the Administrative Agent and shall be without duplication of any reduction pursuant to clause (B) in any future fiscal year), following the end of such fiscal year but prior to the date of the required prepayment under this clause (b)(i) to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the commitments under the ABL Facility) during such periodFacility or any other revolving credit facilities, in the case of each case of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness, ; provided that (x) the ECF Percentage shall be applied 25% if the Net First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 1.75:1.00 and greater than 1.00:1.00 and (y) the ECF Percentage shall be 0% if the Net First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 1.00:1.00. (ii) (A) If (x) Parent or any of its Restricted Subsidiaries Disposes of any property or assets in any Disposition pursuant to Section 7.05(j), (r) or (u) (other than, so long as the ABL Credit Agreement is in effect, any Disposition of Current Asset Collateral) or (y) any Casualty Event (other than, so long as the ABL Credit Agreement is in effect, any insurance proceeds or condemnation awards with respect to Current Asset Collateral) occurs, which results in the realization or receipt by Parent or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall prepay on or prior to the date which is five (5) Business Days after the date of the realization or receipt of such Net Cash Proceeds, subject to clause (b)(v) of this Section 2.03, an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds realized or received; provided, that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt, Permitted Incremental Equivalent Debt secured on a mandatory repayment pari passu basis with the Secured Obligations (or , in either case, any Permitted Refinancing thereof that is secured on a pari passu basis with the Secured Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt or Permitted Incremental Equivalent Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the requirements of Section 2.08(b)(iv). (ivterms hereof) Each to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.08(b2.03(b)(ii)(A) shall be applied pro rata among reduced accordingly; provided, further, that to the Loans. Each prepayment extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any tranche event within ten (10) Business Days after the date of Loans pursuant to Section 2.08(bsuch rejection) shall be applied to such tranche first, to accrued interest and fees due on prepay the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders Loans in accordance with the terms hereof; provided, further, that no prepayment shall be required pursuant to this Section 2.03(b)(ii)(A) with respect to such Lenders’ respective Pro Rata Shareportion 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)(ii)(B).

Mandatory. (i) Within ten Business Days following each The Borrower shall, on the date on which of receipt by the Borrower and/or any after the Effective Date of its Restricted Subsidiaries receives any proceeds (A) Net Cash Proceeds from any Covered Asset Sales, (B) Net Cash Proceeds from the incurrence of Indebtedness (excluding any Indebtedness Debt permitted by Section 5.07(a)(ix) relating to be incurred pursuant to Section 7.01) or the issuance a bridge financing of any Disqualified Equity InterestsCovered Asset Sale or (C) Net Cash Proceeds from the incurrence of Debt permitted by Section 5.07(b)(iv) relating to a bridge financing of any Covered Asset Sale, in each caseexcess of $250,000,000 in the aggregate (“Excess Net Cash Proceeds”), after offer to prepay an aggregate principal amount of the Closing Date, Term Loans in an amount equal to 100% the Banks’ Ratable Share of the such Excess Net Cash Proceeds therefrom and the Term Loan Banks shall have the option to accept or refuse such prepayment in accordance with the requirements provisions set forth in Section 2.10(c). Upon the payment in full of Section 2.08(b)(ivthe Term Loans, the Borrower shall apply such Excess Net Cash Proceeds to prepay the Revolving Credit Loans outstanding at such time (without any reduction of Revolving Credit Commitments). (ii) Within ten Business Days following each date on which So long as the Recourse Debt to Cash Flow Ratio is greater than 5.00 to 1.00, the Borrower and/or any shall, on the date of its Restricted Subsidiaries receives receipt of Net Cash Proceeds (A) from a disposition the issuance of any property or assets Debt by the Borrower pursuant to Section 5.07(a)(viii), offer to prepay the Term Loan Facility in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an aggregate amount equal to 100% the Banks’ Ratable Share of the such Net Cash Proceeds therefrom and the Term Loan Banks shall be applied as a mandatory repayment have the option to accept or refuse such prepayment in accordance with the requirements provisions set forth in Section 2.10(c). Upon the payment in full of Section 2.08(b)(ivthe Term Loans, the Borrower shall apply such Net Cash Proceeds to prepay the Revolving Credit Loans outstanding at such time (without any reduction of Revolving Credit Commitments). (iii) Within 15 days after financial statements have been delivered The Borrower shall, on the date of receipt of Net Cash Proceeds from the issuance of Debt by any Subsidiary of the Borrower permitted pursuant to Section 5.01(a5.07(b)(ii) (commencing with Fiscal Year 2012but only to the extent applicable pursuant to the proviso thereof) and Section 5.07(b)(vi), offer to prepay an aggregate principal amount of the related compliance certificate has been delivered Term Loans in an aggregate amount equal to the Banks’ Ratable Share of an amount equal to (x) 100%, in the case of Debt issued by IPALCO, (y) for so long as the Term Loan Facility is outstanding, 100% in the case of Debt issued by any Subsidiary Guarantor (excluding up to $200,000,000 of Net Cash Proceeds from the issuance of Debt by AES Hawaii Management or its Subsidiaries) and (z) in all other cases, an amount equal to 75% of such Net Cash Proceeds (other than $200,000,000 of additional Debt of the Subsidiaries of the Borrower incurred after the date hereof). The Term Loan Banks shall have the option to accept or refuse any prepayment pursuant to this Section 5.01(c2.10(b)(iii) in accordance with the provisions set forth in Section 2.10(c). So long as Net Cash Proceeds referred to in this Section 2.10(b)(iii) are received by the Borrower, the Borrower agrees to use all reasonable efforts to cause all such Net Cash Proceeds permitted to be distributed to be so distributed. Upon the payment in full of the Term Loans, the Borrower shall cause apply such Net Cash Proceeds to be prepaid prepay the Revolving Credit Loans equal to outstanding at such time (A) the Applicable ECF Percentage without any reduction of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Revolving Credit Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten Business Days The Borrower shall, on the 90th day following the end of each date on which Fiscal Year, prepay an aggregate principal amount of the Borrower and/or any Advances and, in the case of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance prepayment of any Disqualified Equity InterestsEurodollar Rate Advances, such Advances comprising part of the same Eurodollar Tranches, and deposit an amount in each case, after the Closing Date, Collateral Account in an amount equal to 100% the Applicable Prepayment Percentage of the Net Excess Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv)Flow for such Fiscal Year. (ii) Within ten Business Days following each The Borrower shall: (A) on the date on which the Borrower and/or of receipt of any Net Cash Proceeds by any Loan Party or any of its Restricted Subsidiaries receives from (x) any Asset Sale by the Parent or any of its Subsidiaries pursuant to Section 6.02(e)(iii) or (y) the incurrence or issuance of any Debt by the Parent or any of its Subsidiaries (other than any Excluded Issuances), and (B) on the Business Day following the 180th day following the receipt of any Net Cash Proceeds by any Loan Party or any of its Subsidiaries from any Asset Sale referred to in clause (Ad) from a disposition or (j) of the definition of Excluded Asset Sale to the extent such Net Cash Proceeds have not been invested or applied as contemplated thereby within such 180 day period, prepay an aggregate principal amount of the Advances comprising, in the case of prepayment of any property or assets Eurodollar Rate Advances, part of the same Eurodollar Tranches, and deposit an amount in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing DateCollateral Account, in an amount equal to 100% the amount of the such Net Cash Proceeds therefrom shall less any amount of such Net Cash Proceeds required to be applied as a mandatory repayment in accordance with to prepay the requirements of Section 2.08(b)(iv)Coastal Facility by its terms. (iii) Within 15 days after financial statements have been delivered pursuant (A) Prior to a Qualified IPO (and excluding (i) any transaction constituting a Qualified IPO, (ii) any Permitted Investment described in clause (b) of the definition of “Permitted Investments” and (iii) any sale or issuance of Equity Interests in the Parent in a transaction permitted by Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c6.02(f)(vi)), the Borrower shall cause to be prepaid Loans equal to (A) shall, on the Applicable ECF Percentage date of Excess receipt of any Net Cash FlowProceeds by any Loan Party or any of its Subsidiaries from the issuance of any Equity Interest in the Parent, if any, for the Fiscal Year covered by such financial statements minus (B) the prepay an aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (the Advances comprising, in the case of prepayment of any Eurodollar Rate Advances, part of the ABL Loanssame Eurodollar Tranches, only and deposit an amount in the Collateral Account, in an amount equal to 50% of the amount of such Net Cash Proceeds less any amount of such Net Cash Proceeds required to be applied to prepay the Coastal Facility by its terms and (B) after a Qualified IPO, the Borrower shall, on or prior to the extent accompanied by a corresponding permanent reduction to 60th day following the “Commitments” as defined last day of each fiscal quarter of the Parent during any Dividend Suspension Period, prepay an aggregate principal amount of the Advances comprising, in the ABL Facility) case of prepayment of any Eurodollar Rate Advances, part of the same Eurodollar Tranches, and deposit an amount in the Collateral Account, in an amount equal to 50% of the increase in the Restricted Payments Basket Amount during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)fiscal quarter. (iv) Each The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances and deposit an amount in the Collateral Account in an amount equal to the amount by which (A) the aggregate Revolving Extensions of Credit then outstanding exceeds (B) the Revolving Credit Facility on such Business Day. (v) The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the Collateral Account an amount sufficient to cause the aggregate amount on deposit in the Collateral Account to equal the amount by which the aggregate undrawn amount of all Letters of Credit then outstanding exceeds the L/C Sublimit on such Business Day. (vi) Subject to clause (vii) below, prepayments of the Revolving Credit Facility made pursuant to clause (i), (ii), (iii) or (iv) above shall be first applied to prepay Advances made as a result of any drawings under Letters of Credit that have not been reimbursed pursuant to Section 3.05 until such Advances are paid in full, second applied to prepay Revolving Credit Advances then outstanding, until such Advances are paid in full and third deposited in the Collateral Account to cash collateralize 100% of the aggregate then undrawn amount of the Letters of Credit then outstanding, and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii) or (iii) above, the amount remaining (if any) after the prepayment in full of the Advances then outstanding and the 100% cash collateralization of the aggregate then undrawn 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 Revolving Credit Facility shall be permanently reduced as set forth in Section 2.04(b). Upon the drawing of any Letter of Credit for which funds are on deposit in the Collateral Account, such funds shall be applied to reimburse the Issuing Lender or Revolving Credit Lenders, as applicable. (vii) Any prepayment of Loans Advances pursuant to this Section 2.08(b2.05(b) (other than clauses (iv) and (v) of this Section 2.05(b)) shall be applied pro rata among applied, first, to the Loans. Each Term B Advances, ratably in accordance with the respective principal amounts thereof outstanding; and second, to the Revolving Credit Facility in accordance with clause (vi) of this Section 2.05(b). (viii) If the Borrower is required to make a mandatory prepayment of Eurodollar Rate Advances under this Section 2.05(b), notwithstanding any tranche term of Loans Section 2.05 or 10.04 to the contrary, the Borrower shall have the right, in lieu of making such prepayment in full on the applicable date of prepayment provided in this section, to deposit an amount equal to such mandatory prepayment with the Administrative Agent in a cash collateral account maintained (pursuant to Section 2.08(bdocumentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent as collateral for the prepayment of such Eurodollar Rate Advances and shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; secondthe applicable Eurodollar Rate Advances at the end of the current Interest Periods applicable thereto. (ix) All prepayments under this subsection (b) shall be made, without premium or penalty, together with accrued interest to the scheduled installments thereof occurring within date of such prepayment on the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; principal amount prepaid, and third, to the applicable remaining installments due together with any amounts owing pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share10.04(c).

Mandatory. (i) Within ten The Borrower shall, as soon as practicable and in any event subject to the proviso below within two Business Days following each date on which after receipt thereof, prepay the outstanding principal amount of Loans (with such prepayment being applied in accordance with clause (iii) below) in an aggregate amount equal to all Net Cash Proceeds received by the Borrower and/or or any of its Restricted Subsidiaries receives any proceeds from any incurrence Reduction Event; provided that no prepayment shall be required under this Section 2.09(b) unless the aggregate amount of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity InterestsNet Cash Proceeds from such Reduction Event, in each case, after the Closing Date, an amount equal to 100% of together with the Net Cash Proceeds therefrom in accordance with of any previous Reduction Event that were not applied to prepay the requirements Loans as a result of Section 2.08(b)(iv)this proviso, are at least $10,000,000. (ii) Within ten Business Days following each Each prepayment made pursuant to this Section 2.09(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04. The Agent shall give prompt notice of any property or assets in an Asset Sale occurring after prepayment required under this Section 2.09(b) to the Closing Date or (B) with respect to any Casualty Event occurring after Borrower and the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)Lenders. (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case Any prepayment of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b2.09 shall be prepaid on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and may not be reborrowed. Any prepayment under this Section 2.09(b) shall be applied pro rata among first to ABR Loans to the full extent thereof before application to Eurodollar Loans. Each prepayment , in each case in a manner that minimizes the amount of any tranche of Loans payments required to be made by the Borrower pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share9.04.

Mandatory. (i) Within ten Subject in all respects to the prepayment and cash collateralization requirements under the Existing DIP Credit Agreement with respect to the ABL Priority Collateral (as defined in the Intercreditor Agreement), and to the extent actually applied thereunder, to the extent not applied pursuant to the Existing DIP Credit Agreement, within three (3) Business Days following each date on which of receipt by the Borrower and/or Company or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom of any Asset Sale or Casualty Event (other than the Specified Sale), the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds to prepay the Loans in accordance with the requirements of manner set forth in Section 2.08(b)(iv2.08(b)(iii). (ii) Within ten Subject to Section 2.08(b)(v), within three (3) Business Days following each date on which after the Borrower and/or day of receipt by the Company or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom from the Specified Sale, the Company shall be applied as a mandatory repayment apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds to prepay the Loans in accordance with the requirements of manner set forth in Section 2.08(b)(iv2.08(b)(iii) (subject to Section 5.01(p)). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans principal pursuant to this Section 2.08(b) shall be applied pro rata among in the Loansfollowing order: (x) first, to the ratable prepayment of the New Money Loans until all such Loans have been prepaid in full and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment of any tranche of Loans made pursuant to this Section 2.08(b) shall be applied made together with any interest accrued to the date of such tranche firstprepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (iv) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (v) Notwithstanding any other provisions of this Section 2.08(b), and with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to accrued interest the extent that applicable law would effectively (x) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (y) impose material adverse tax or legal consequences on the Company and fees due on its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii). (vi) Any Net Cash Proceeds not required to be applied to the prepayment of such Loans; second, Loans pursuant to this Section 2.08 shall be available to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; Company and third, its Subsidiaries to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Shareuse for their general corporate purposes.

Mandatory. (i) Within ten Except for Protective Advances permitted under Section 2.17, if for any reason and for any day that the Total Outstandings at any time exceeds the Line Cap at such time, the Borrowers shall prepay no later than 2:00 p.m., New York City time on the next succeeding Business Days Day the Revolving Credit Loans or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Outstandings at such time exceeds the Line Cap at such time; provided, further, that if the circumstances described in this Section 2.05(b)(i) are the result of the imposition of or increase in a Reserve, the Borrowers shall not be required to make the initial prepayment or deposit until the third Business Day following each the date on which the Administrative Agent notifies the Parent Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted intent to be incurred pursuant to Section 7.01) impose or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv)increase such Reserve. (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring At all times after the Closing Date occurrence and during a Cash Dominion Period and notification thereof by the Administrative Agent to the Parent Borrower (subject to the provisions of Sections 6.16 and 8.03), on each Business Day, at or (B) with respect before 1:00 p.m., New York City time, the Administrative Agent shall apply all immediately available funds credited to any Casualty Event occurring after the Closing DateCollection Account or otherwise received by Administrative Agent for application to the Obligations, an amount equal first to 100% payment of that portion of the Net Cash Proceeds therefrom shall Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs payable under Section 10.04 and amounts payable under Article 3, but not including principal of or interest on any Loan) payable to the Administrative Agent, second to the payment in full of the Unfunded Advances/Participations (the amounts so applied to be applied as a mandatory repayment distributed between or among the Administrative Agent, the Swing Line Lender and any L/C Issuer pro rata in accordance with the requirements amounts of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant Unfunded Advances/Participations owed to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(cthem on such date), the Borrower shall cause third to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount payment of all voluntary prepayments of Loans other Obligations then due and ABL Loans (in payable; and fourth, as the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the LoansParent Borrower may direct. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied The Borrowers hereby consent to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Shareapplication.

Mandatory. (i) Within ten Business Days following each date The aggregate Three-Year Commitments shall be automatically and permanently terminated upon the earlier to occur of (A) the funding of the Three-Year Term Loans on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date and (B) the Outside Date. The aggregate Five-Year Commitments shall be automatically and permanently terminated upon the earlier to occur of (A) the funding of the Five-Year Term Loans on the Closing Date and (B) the Outside Date. (ii) [Reserved]. (iii) [Reserved]. (iv) The Aggregate Commitments also shall be automatically and permanently reduced, dollar-for-dollar, by an amount equal to 100% of any reduction to the Net Cash Proceeds therefrom purchase price in accordance with respect of the requirements Closing Date Acquisition on or prior to the Closing Date (other than any decrease in the purchase price in respect of Section 2.08(b)(ivthe Closing Date Acquisition pursuant to any purchase price or similar adjustment provisions set forth in the Closing Date Acquisition Agreement (as in effect on July 24, 2022)) immediately upon the effectiveness thereof. (iiv) Within ten Business Days following each date on which The Company will promptly notify the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition Administrative Agent in writing upon the occurrence of any property or assets event described in an Asset Sale occurring after the Closing Date or foregoing clauses (B) with respect to any Casualty Event occurring after the Closing Dateii), an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). or (iv) of this Section 2.06(b) giving rise to a reduction in the Aggregate Commitments. The Administrative Agent will promptly notify the Lenders of any reduction of the Aggregate Commitments under clauses (ii), (iii) or (iv) of this Section 2.06(b). Each prepayment reduction of Loans the Aggregate Commitments pursuant to the foregoing provisions of this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b2.06(b) shall be applied to such tranche firstthe Three-Year Term Loan Facility and the Five-Year Term Loan Facility, to accrued interest and fees due on as directed by the amount Company. Any reduction of the prepayment aggregate Commitments in respect of any Facility pursuant to this Section 2.06(b) shall be applied to the Commitment of each Lender in respect of such Loans; second, Facility according to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters its Applicable Percentage in the direct order respect of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata ShareFacility.

Mandatory. (i) Within ten Business Days following each date on which If the Borrower and/or Company or any of its Restricted Subsidiaries receives Disposes of any proceeds from any incurrence property in accordance with and permitted by Section 7.02(f) which results in the realization by such Person of Indebtedness Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (excluding any Indebtedness permitted 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 Section 7.01a capital markets transaction or any substitutions thereof, after the Amendment No. 3 Closing Date, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds 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). Upon the sale or issuance by the Company or any of its Subsidiaries of any of its Capital Stock after the Amendment No. 3 Closing Date (other than any sale or issuance of Capital Stock in connection with employee benefit arrangements), the 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). 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 Disqualified Equity Interestsevent within 30 days upon such receipt of proceeds), and on a pro rata basis based on outstanding 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, after the Closing Date, an amount equal to 100% as of the Net Cash Proceeds therefrom in accordance with last day of the requirements fiscal quarter immediately preceding such Disposition or incurrence of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any Indebtedness or issuance of its Restricted Subsidiaries receives Net Cash Proceeds Capital Stock, as applicable, to prepay (A) from a disposition of any property or assets in an Asset Sale occurring after Loans hereunder, on the Closing Date or one hand, and (B) with respect to any Casualty Event occurring after certain outstanding amounts owing under the Closing DateNPA Notes, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basisother hand, in each case, it being agreed and understood that any portion of 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 allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Shareused to prepay Loans hereunder.

Mandatory. (i) Within [Reserved]. (ii) If (1) any member of the Bank Group or the Company Disposes of any property or assets (other than (I) the first $20,000,000 of each Content Transaction or (II) any Disposition of any property or assets permitted by Section 7.05(b)(i) to 7.05(b)(xxxv)) or (2) any Casualty Event occurs, which results in the realization or receipt by any member of the Bank Group of Net Proceeds, the Borrowers shall cause to be prepaid on the date of the realization or receipt by any member of the Bank Group of such Net Proceeds (or, in the event of Net Proceeds which may be reinvested pursuant to the definition thereof, on the date such reinvestment period expires), subject to clause (b)(vii) of this Section 2.05, an aggregate principal amount of Loans in an amount to ensure that the Company would not be in breach of the Financial Covenants on a Pro Forma Basis as of the most recent Compliance Date after taking into account such Dispositions and prepayments (but ignoring such Net Proceeds for purposes of determining compliance); provided that if at the time that any such prepayment would be required, the Company (or any Restricted Subsidiary) is required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations under Term Loans and Revolving Credit Loans required to be secured on a first lien basis) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days following each after the date on which of such rejection) be applied to prepay the Borrower and/or Term Loans in accordance with the terms hereof; and provided further that no such prepayment under this Section 2.05(b)(ii) shall be required where the amount of any such prepayment would be less than the greater of its Restricted Subsidiaries receives $50,000,000 and 2.0% of Total Assets. (iii) If any proceeds from any incurrence member of Indebtedness (excluding the Bank Group incurs or issues any Indebtedness after the Closing Date not permitted to be incurred or issued pursuant to Section 7.01) or 7.03, the issuance Borrowers shall cause to be prepaid an aggregate principal amount of any Disqualified Equity Interests, Term Loans in each case, after the Closing Date, an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date of receipt by such member of the Bank Group of such Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv)Proceeds. (iiiv) Within ten Business Days following each date on which the If any Borrower and/or incurs or issues any of its Restricted Subsidiaries receives Refinancing Loans (or Refinancing Equivalent Debt) resulting in Net Cash Proceeds (Aas opposed to such Refinancing Loans or Refinancing Equivalent Debt arising out of an exchange of existing Term Loans for such Refinancing Loans or Refinancing Equivalent Debt), such Borrower (or the Company on its behalf) from a disposition shall cause to be prepaid an aggregate principal amount of any property or assets Term Loans in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, 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 such Borrower of such Net Proceeds. (v) If for any reason the aggregate Outstanding Amount of Revolving Credit Loans, Swing Line Loans and L/C Obligations at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrowers shall promptly prepay Revolving Credit Loans and Swing Line Loans and/or Cash Proceeds therefrom Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Each prepayment of Term Loans pursuant to Section 2.05(b) (A) shall be applied either (x) ratably to each Class of Term Loans then outstanding or (y) as requested by the Company in the notice delivered pursuant to clause (vii) below, to any Class or Classes of Term Loans with a Maturity Date preceding the Maturity Date of the remaining Classes of Term Loans then outstanding, (B) shall be applied, with respect to each such Class for which prepayments will be made, in a manner determined at the discretion of the Company in the applicable notice and (C) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Share (or other applicable share provided by this Agreement) of each such Class of Term Loans, subject to clause (vii) of this Section 2.05(b). Notwithstanding clause (A) above, (1) in the case of prepayments pursuant to Section 2.05(b)(iv), such prepayment shall be applied in accordance with this clause (vi) solely to those applicable Classes of Term Loans selected by the Company and specified in the applicable Refinancing Amendment or notice (i.e., the applicable Refinanced Debt or Refinanced Term Loans) and (2) any Additional Facility Joinder Agreement or Extension Amendment may provide (including on an optional basis as elected by the Company) for a less than ratable application of prepayments to any Class of Term Loans established thereunder. (vii) The Company shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrowers pursuant to clauses (ii) and (iii) of this Section 2.05(b) at least two (2) Business Days prior to the date of such prepayment (unless otherwise agreed by the Administrative Agent). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrowers. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Company’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (ii) and (iii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company no later than 5:00 p.m. one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment on a pro rata basis in accordance with the requirements amounts of Section 2.08(b)(ivthe Term Loans of such Lender (with such non-declining Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such non-declining Term Lenders elect to decline their Pro Rata Share of such Declined Proceeds, any Declined Proceeds remaining thereafter shall, after application towards any mandatory prepayment of Second Lien Term Loans, be retained by the Company (such remaining Declined Proceeds, the “Company Retained Prepayment Amounts”). (iiiviii) Within 15 days after financial statements have been delivered pursuant Notwithstanding any other provisions of this Section 2.05, (i) to Section 5.01(a) the extent that any of or all the Net Proceeds of any Disposition by a Foreign Subsidiary (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c“Foreign Disposition”), the Borrower shall cause Net 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 Proceeds so affected will not be required to be prepaid applied to repay Term Loans at the times 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 Company hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, such repatriation will be promptly effected and an amount equal to such repatriated Net Proceeds will be promptly (Aand in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case repayment of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Term Loans pursuant to this Section 2.08(b2.05(b) shall be applied pro rata among to the Loans. Each prepayment extent provided herein and (ii) to the extent that the Company has determined in good faith that repatriation of any tranche of Loans pursuant or all the Net Proceeds of any Foreign Disposition or any Foreign Casualty Event attributable to Section 2.08(bForeign Subsidiaries would have material adverse tax consequences (as determined in good faith by the Company) shall with respect to such Net Proceeds, such Net Proceeds so affected will not be required to be applied to such tranche firstrepay Term Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary. (ix) Upon becoming aware of a Change of Control: (A) The Company or, after a Permitted Affiliate Group Designation Date, a Permitted Affiliate Parent, as applicable, shall promptly notify the Administrative Agent; and (B) if the Required Lenders so require, the Administrative Agent shall, by not less than 30 Business Days’ notice to the Company, cancel each Facility and declare all outstanding Borrowings, together with accrued interest and fees all other relevant amounts accrued under the Loan Documents immediately due on the amount of the prepayment of and payable, whereupon each Facility will be cancelled and all such Loans; second, to the scheduled installments thereof occurring within the outstanding amounts will become immediately succeeding eight fiscal quarters in the direct order of maturity thereof; due and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Sharepayable.

Mandatory. (a) Within five (5) Business Days after financial statements are required to be delivered pursuant to Section 6.01(1) and the related Compliance Certificate is required to be delivered pursuant to Section 6.02(1), commencing with the delivery of financial statements for the fiscal year ending February 1, 2020, for each Excess Cash Flow Period, the Borrower shall, subject to clause (g) of this Section 2.05(2), prepay, or cause to be prepaid, an aggregate principal amount of Term Loans equal to 75% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow in excess of $2,000,000, if any, for such Excess Cash Flow Period covered by such financial statements (such payment, the “ECF Payment”) minus the sum of all voluntary prepayments of: (i) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred Term Loans made pursuant to Section 7.01Sections 2.05(1)(a) or and 2.05(1)(e) but only to the issuance of any Disqualified Equity Interestsextent repaid and/or cancelled (in an amount, in each case, 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, in each case, that such Loans have been cancelled) (including prepayments made after the Closing Date, an amount equal to 100% end of the Net Cash Proceeds therefrom in accordance with fiscal year covered by the requirements relevant financial statements but prior to the making of Section 2.08(b)(ivsuch ECF Payment (such payments, the “After Year-End Payment”)., (ii) Within ten Business Days following each date Credit Agreement Refinancing Indebtedness, to the extent secured on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after pari passu basis with the Closing Date or Term Loans (B) with respect including, to any Casualty Event occurring after the Closing Date, extent prepaid pursuant to an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(ivAfter Year-End Payment)., (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a[reserved], and (iv) Indebtedness in respect of the ABL Facility (commencing including any Refinancing Indebtedness in respect thereof) or any Indebtedness under any other revolving facility that is secured on a pari passu basis with Fiscal Year 2012) and ABL Facility or the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Closing Date Term Loans (in the each case of the ABL Loansthis clause (iv), only to the extent accompanied by a corresponding permanent reduction in the corresponding ABL Commitments or other revolving commitments) (in each case, including to the “Commitments” as defined extent prepaid pursuant to an After Year-End Payment), in the ABL Facilitycase of each of the immediately preceding clauses (i), (ii), (iii) and (iv), made during such periodfiscal 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 in connection with an After Year-End Payment, and in each case to the extent such prepayments are not funded with the proceeds of Funded Debt (other than borrowings under the ABL Facility), any proceeds from any ABL Cure Amount or any Cure Amount; provided that the ECF Percentage for any fiscal year shall be (i) 50% if the First Lien Net Leverage Ratio as of the end of such fiscal year was less than or equal to 1.75 to 1.00 and (ii) 25% if the First Lien Net Leverage Ratio as of the end of such fiscal year was less than or equal to 1.00 to 1.00; (and it being understood that following the making of any After Year-End Payment, (i) the First Lien Net Leverage Ratio shall be recalculated giving pro forma effect to such After Year-End Payment as if such payment were made during the fiscal year of the applicable ECF Payment and the ECF Percentage for purposes of making such ECF Payment shall be determined by reference to the First Lien Net Leverage Ratio after giving effect to such recalculation and (ii) if such After Year-End Payment is taken into account for such calculation, the After Year-End Payment shall not be applied to the calculation of the First Lien Net Leverage Ratio for purposes of determining the ECF Percentage for any subsequent ECF Payment); provided, further, that: (A) if at the time that any such prepayment would be required, the Borrower (or any 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 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) but not on a greater than pro rata basis with respect to the then outstanding Term Loans; (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 applied as a mandatory repayment allocated to the Term Loans in accordance with the requirements terms hereof; 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 2.08(b)(iv2.05(2)(a). (ivi) Each If (x) the Borrower or any Subsidiary makes an Asset Sale or (y) any Casualty Event occurs, which results in the realization or receipt by the Borrower or such Subsidiary of Net Proceeds (other than ABL Priority Collateral), the Borrower shall, subject to the ABL Intercreditor Agreement, 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 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% of all Net Proceeds; 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 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 Subsidiary) may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such discharge at such time); (B) 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 Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof; 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 the Term Loans in accordance with the terms hereof; provided, further, 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). (ii) Subject to the ABL Intercreditor Agreement, with respect to any Net Proceeds realized or received with respect to any Asset Sale or any Casualty Event, the Borrower or any Subsidiary, at its option, may reinvest all or any portion of such Net Proceeds in the business of the Borrower and its Subsidiaries (including, Permitted Acquisitions (and similar Investments) and capital expenditures) within (x) twelve (12) months following receipt of such Net Proceeds or (y) if the Borrower or any Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds within twelve (12) months following receipt thereof, within the later of (A) twelve (12) 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 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) Within five Business Days following the receipt by the Borrower of the net proceeds in respect of a Cure Amount, the Borrower shall prepay the Term Loans in an amount equal to the Cure Amount, together with accrued and unpaid interest and other amounts due in respect of the Term Loans. (d) If the Borrower or any Subsidiary incurs or issues any Indebtedness (A) not expressly permitted to be incurred or issued pursuant to Section 7.02(b) or (B) that constitutes Credit Agreement Refinancing Indebtedness or Refinancing 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 five (5) Business Days after the receipt by the Borrower or such Subsidiary of such Net Proceeds. (e) Except as otherwise set forth in any Refinancing Amendment or Extension Amendment, (i) each prepayment of Term Loans required by Sections 2.05(2)(a) through (d) shall be applied to each Class of Term Loans then outstanding on a pro rata basis or a less than pro rata basis (but not greater than pro rata basis) with any other Term Loans (in each case, other than pursuant to a refinancing); (ii) with respect to each Class of Loans, each prepayment pursuant to clauses (a) through (d) of Section 2.05(2) shall be applied to remaining scheduled installments of principal thereof following the date of prepayment in direct order of maturity; and (iii) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment; provided that with respect to the allocation of such prepayments under this clause (e) between a Class of existing Loans and a Class of Extended Loans, to the extent that the Borrower may allocate between such classes, the Borrower may allocate such prepayments as the Borrower may specify, subject always to the limitation that the Borrower may not allocate to such Extended Loans any such mandatory prepayment (other than in the case of a refinancing of Extended Loans) unless such prepayment under this clause (e) is accompanied by at least a pro rata prepayment, based upon the applicable remaining scheduled installments of principal due in respect thereof, of the Term Loans of the Class, if any, from which such Extended Loans were converted or exchanged (or such Term Loans of such existing Class have otherwise been repaid in full). (f) [Reserved]. (g) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to this Section 2.05(2) by 3:00 p.m. at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment, the subsection of this Agreement pursuant to which such prepayment is being made and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. 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 or other applicable share provided for under this Agreement. Each Term Lender may reject all or a portion of its Pro Rata Share, or other applicable share provided for under this Agreement, of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (a) and (b) of this Section 2.05(2) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 3:00 p.m., New York time, at least two (2) Business Days prior to the scheduled date of such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds remaining shall be offered to all Lenders which have not declined proceeds of the applicable prepayment event (on a pro rata basis as among such non-declining Lenders) and, to the extent that any such non-declining Lender does not accept such offer by 3:00 p.m., New York time, at least one (1) Business Day prior to the date of such prepayment, such remaining Declined Proceeds shall be retained by the Borrower and shall increase the Available Amount pursuant to clause (6) of the definition thereof or may be otherwise applied as set forth herein. (h) Notwithstanding any other provisions of this Section 2.05(2), (A) to the extent that any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(2)(b) (a “Foreign Asset Sale”), the Net Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”), or all or a portion of Excess Cash Flow are prohibited or delayed by applicable local law from being repatriated to the United States or Canada, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05(2) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States or Canada (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions available under by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local law such repatriation will be promptly effected and an amount equal to such repatriated Net Proceeds or Excess Cash Flow will be promptly (and in any 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 repayment of the Term Loans pursuant to this Section 2.08(b2.05(2) shall be applied pro rata among to the Loans. Each prepayment extent otherwise provided herein and (B) to the extent that the Borrower has determined in good faith that repatriation of any tranche or all or the Net Proceeds of Loans pursuant to Section 2.08(bany Foreign Asset Sale or Foreign Casualty Event or Excess Cash Flow would have a material adverse tax consequence (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) shall be applied with respect to such tranche firstNet Proceeds or Excess Cash Flow, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to Net Proceeds or Excess Cash Flow so affected may be retained by the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata ShareForeign Subsidiary.

Mandatory. Mandatory partial principal payments shall be due from time to time if, (i) Within ten Business Days following each date on which due to an increase in the Borrower and/or aggregate amount of Unsecured Indebtedness of the Consolidated Group and the REIT or any reduction in the Unencumbered Pool Value or in the Adjusted Unencumbered Pool NOI, whether by an Unencumbered Pool Property failing to continue to satisfy the requirement for qualification as a Qualifying Unencumbered Pool Property or by a reduction in the Unencumbered Pool Value or the Adjusted Unencumbered Pool NOI attributable to any Unencumbered Pool Property, the Unsecured Indebtedness of its Restricted Subsidiaries receives any proceeds from any incurrence the Consolidated Group and the REIT shall be in excess of Indebtedness (excluding any Indebtedness the maximum amount permitted to be incurred pursuant to Section 7.01outstanding under clause (iii) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). 6.21 or (ii) Within without limiting the effect of any other provision of this Agreement requiring such a principal payment, any of the categories of the Obligations described in clauses (i) - (ii) of Section 2.1(a) shall be in excess of the maximum amount set forth in the applicable clause. Such principal payments shall be in the amount needed to restore Borrower to compliance with such covenants or such maximum amount. Such mandatory principal payments shall be due and payable within ten (10) Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements earlier to occur of Section 2.08(b)(iv). (i) Borrower obtaining actual knowledge of such noncompliance, (ii) Borrower reporting any such noncompliance, or (iii) Within 15 days after financial statements have been delivered pursuant to receipt by Borrower of written notice of such noncompliance from the Administrative Agent, unless Borrower otherwise cures such non-compliance by adding additional Unencumbered Pool Properties within the time period provided in Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in 7.2. In the case of clause (i) of this Section 2.8(b), unless otherwise directed by the ABL Loans, only Borrower by written notice to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such periodAdministrative Agent, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, all principal payments made when no Default has occurred and is continuing shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall first be applied to such tranche first, repay all outstanding Revolving Advances and then to accrued interest and fees due on repay the amount Term Advances of the prepayment each Class of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 Term Loans on a pro rata basis, . If a Default has occurred and is continuing such principal payment shall be applied as provided in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata ShareSection 8.5.

Mandatory. (i) Within ten Business Days following each date on which If at any timeMandatory partial principal payments shall be due from time to time if, due to an increase in the aggregate outstanding principal balance of allamount of Unsecured Indebtedness of the Parent, the Borrower and/or and their respective Subsidiaries (including, without limitation, the outstanding principal balance of the Loans, together with the aggregate amount of all Credit Agreement Loans and Letter of Credit Liabilities), would cause a Default or Event of Defaultor any reduction in the Unencumbered Pool Value or in the Adjusted Unencumbered Pool NOI, whether by an Unencumbered Pool Property failing to continue to satisfy the requirement for qualification as an Eligible Unencumbered Pool Property or by a reduction in the Unencumbered Pool Value or the NOI attributable to any Unencumbered Pool Property, the Unsecured Indebtedness of its Restricted the Parent, the Borrower and their respective Subsidiaries receives any proceeds from any incurrence shall be in excess of Indebtedness (excluding any Indebtedness the maximum amount permitted to be incurred pursuant to outstanding under Section 7.0110.1.(g) or (h), then the issuance Borrower shall, within five (5) Business Days of the Agent’s demand, pay the amount of such excess, at its choice, either to reduce such Unsecured Indebtedness or to the Agent for the account of the Lenders for application to the Term Loansshall cause the Borrower to be out of compliance with Section 10.1.(h). Such principal payments shall be in the amount needed to restore Borrower to compliance with such covenants or such maximum amount. Such mandatory principal payments shall be due and payable (X) in the case of any Disqualified Equity Interestssuch reduction arising from results reported in the quarterly or annual financial statements of Parent and related Compliance Certificate, ten (10) Business Days after delivery of such quarterly or annual financial statements and Compliance Certificate under Article IX evidencing such reduction or (Y) in all other cases, ten (10) Business Days after Borrower’s receipt of written notice from the Administrative Agent of the existence of any condition requiring any such mandatory principal payment (which written notice shall include reasonably detailed evidence in support of such determination); provided, however, that the Borrower may elect, in lieu of making such mandatory partial principal payment hereunder, to reduce other Unsecured Indebtedness of the Parent, the Borrower and their respective Subsidiaries in the amount needed to restore Borrower to compliance with such covenants, in each case, after within such applicable ten (10) Business Day period. All payments under this Section shall be applied to pay all amounts of principal outstanding on the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom Term Loans pro rata in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which 3.2. If the Borrower and/or is required to pay any outstanding LIBORTerm SOFR Loans by reason of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after this Section prior to the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% end of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c)applicable Interest Period therefor, the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of pay all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of amounts due under Section 2.08(b)(iv)5.4. (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (ia) Within ten five (5) Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 20126.01(1) and the related compliance certificate Compliance Certificate has been delivered pursuant to Section 5.01(c6.02(1), commencing with the delivery of financial statements for the fiscal year ended December 31, 2019, the Borrower shall shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid prepaid, an aggregate principal amount of Term Loans (the “ECF Payment Amount”) equal to 50% (Asuch percentage as it may be reduced as described below, the “ECF Percentage”) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year fiscal year covered by such financial statements minus (Bwithout duplication) the aggregate sum of: (A) all voluntary prepayments, repurchases or redemptions (including loan buybacks (including pursuant to Section 2.05(1)(e)) permitted under the applicable Indebtedness in an amount equal to the amount actually paid in respect of the principal amount of all voluntary such purchased Indebtedness and only to the extent that such Indebtedness has been cancelled) and prepayments in connection with lender replacement provisions (including pursuant to Section 3.07)) of: (i) Term Loans that are secured, in whole or in part, by the Collateral on a pari passu basis with the Closing DateReplacement Term Loans, (ii) Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent Debt, and any other Indebtedness in the form of Loans and ABL notes or term loans, in each case to the extent secured by the Collateral, 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), (iii) Revolving Loans (in the each case of the ABL Loansthis clause (iii), only to the extent accompanied by a corresponding permanent reduction in the corresponding Revolving Commitments or other revolving commitments), (iv) revolving loans under any revolving facility (other than under the Revolving Facility or any Incremental Revolving Facility) that is secured, in whole or in part, by the Collateral on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the “Commitments” as defined control of remedies) (in each case of this clause (iv) (and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction in the ABL Facilitycorresponding revolving commitments), (B) the amount of Restricted Payments made in respect of Holdings’s or any Parent Company’s common Equity Interests (for the avoidance of doubt, other than Restricted Payments pursuant to Section 7.05(b)(14)(b)) and paid in cash during such period, except to the extent such Restricted Payments were financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness), (C) without duplication of amounts deducted pursuant to clause (k) of the definition of Excess Cash Flow in prior fiscal years, the amount of cash consideration paid by Holdings and its Restricted Subsidiaries (on a consolidated basis) in connection with investments made during such period (including Permitted Acquisitions, investments constituting Permitted Investments and investments made pursuant to Section 7.05), (D) without duplication of amounts deducted pursuant to clause (k) of the definition of Excess Cash Flow in prior fiscal years, the amount of Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property accrued or made in cash during such period, and (E) the aggregate Contract Consideration required to be paid in cash by Holdings or any of its Restricted Subsidiaries and any Planned Expenditures by Holdings or any of its Restricted Subsidiaries relating to Capital Expenditures, in each case, to be consummated or made, as applicable, during the period of four consecutive fiscal quarters of Holdings following the end of such period (except to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)); provided that, to the extent that the aggregate amount (excluding in each case any amount financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness) of Holdings, the Borrower or any Restricted Subsidiary) of such Capital Expenditures during such following period of four consecutive fiscal quarters is less than the applicable Contract Consideration and Planned Expenditures (excluding in each case any amount financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)) deducted under this clause (E), the amount of such shortfall shall be added to the calculation of the applicable ECF Payment Amount at the end of such period of four consecutive fiscal quarters, in the case of each of the immediately preceding clauses (A), (B), (C) and (D), made during such fiscal year (without duplication of any payments or prepayments, repurchases or redemptions 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, at the option of the Borrower, 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 such fiscal year and in each case to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (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 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $35.0 million, (x) the ECF Percentage shall be 25% 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 2.50 to 1.00 and greater than 2.00 to 1.00 (with the ECF Percentage being calculated after giving effect to such prepayment at a rate of 50%) 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 2.00 to 1.00 (with the ECF Percentage being calculated after giving effect to such prepayment at a rate of 25%); 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, shall be applied as a mandatory repayment in accordance with then the requirements Borrower (or any Restricted Subsidiary) may apply such portion of Section 2.08(b)(iv). (iv) Each prepayment of Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.08(b2.05(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 be reduced accordingly (provided that 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 portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(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). (i) If (x) Holdings, the Borrower or any Restricted Subsidiary makes an Asset Sale or (y) any Casualty Event occurs, which results in the realization or receipt by Holdings 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 Holdings 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 or a binding letter of intent to reinvest) in accordance with Section 2.05(2)(b)(ii); provided further that (x) the Net Proceeds Percentage shall be 50% if the First Lien Net Leverage Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 2.50 to 1.00 and greater than 2.25 to 1.00 (with the Net Proceeds Percentage being calculated after giving effect to such prepayment at a rate of 100%), (y) the Net Proceeds Percentage shall be 25% if the First Lien Net Leverage Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 2.25 to 1.00 and greater than 2.00 to 1.00 (with the Net Proceeds Percentage being calculated after giving effect to such prepayment at a rate of 50%) and (z) the Net Proceeds Percentage shall be 0% if the First Lien Net Leverage Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 2.00 to 1.00 (with the Net Proceeds Percentage being calculated after giving effect to such prepayment at a rate of 25%); 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, Holdings, the 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 Holdings, the Borrower or any Restricted Subsidiary enters into a legally binding commitment or a legally binding letter of intent 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 or legally binding letter of intent; provided that the Borrower may elect to deem expenditures that otherwise would be permissible reinvestments that occur prior to receipt of such Net Proceeds to have been reinvested in accordance with the provisions of this Section 2.05(2)(b)(ii) (it being understood that such deemed expenditures shall have been made no earlier than the earliest of notice to the Administrative Agent, execution of a definitive agreement for such Asset Sale and consummation of such Asset Sale or Casualty Event); provided further 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 Holdings, 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 five (5) Business Days after the receipt by Holdings or such Restricted Subsidiary of such Net Proceeds. (i) 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 among to Term Lenders within such Class of Term Loans, based upon the Loans. Each prepayment outstanding principal amounts owing to each such Term Lender under such Class of any tranche of Term Loans pursuant to Section 2.08(b) and shall be applied to reduce such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the remaining scheduled installments thereof occurring of principal within the immediately succeeding eight fiscal quarters such Class of Term Loans in the direct order of maturity thereofmaturity; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.provided that

Mandatory. (i) Within ten Business Days following Unless previously terminated, the Commitments shall (x) be reduced to $0 upon the funding of the Loans on the Closing Date and (y) automatically terminate on the Commitment Termination Date. The Company shall provide the Administrative Agent with prompt written notice of the occurrence of the Commitment Termination Date. (ii) In the event and on each date on which occasion that (A) the Borrower and/or Company or any of its Restricted Subsidiaries receives any proceeds Net Cash Proceeds arising from any incurrence Equity Issuance, (B) the Company or any of Indebtedness its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance or (excluding C) the Company or any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of its Subsidiaries receives any Disqualified Equity InterestsNet Cash Proceeds arising from any Asset Sale, in each casecase during the period commencing on the Effective Date and ending immediately prior to the termination of all the Commitments, after then (i) the Closing DateCompany shall notify the Administrative Agent promptly (and in any event within three (3) Business Days) of such receipt, which notice shall include a calculation of the amounts thereof, and (ii) the Commitments shall be automatically and permanently reduced in an amount equal to 100% of such Net Cash Proceeds on the date of receipt by the Company or any of its Subsidiaries of such Net Cash Proceeds (including, for the avoidance of doubt, receipt thereof into escrow in accordance with the definition of the term “Net Cash Proceeds”). (iii) In the event and on each occasion that the Company or any of its Subsidiaries enters into any Qualifying Loan Facility during the period commencing on the Effective Date and ending immediately prior to the termination of all the Commitments, upon the effectiveness of the definitive documentation for such Qualifying Loan Facility and receipt by the Administrative Agent of a notice from the Company that the applicable loan facility constitutes a Qualifying Loan Facility, which notice shall include a calculation of the amount of the reduction in the Commitments arising therefrom, the Commitments shall be automatically and permanently reduced in an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Datecommitted amount under such Qualifying Loan Facility, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause such reduction to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due effective on the amount date of receipt by the prepayment Administrative Agent of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Sharenotice.

Mandatory. (i) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv).[reserved] (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv).[reserved] (iii) Within 15 days [Reserved]. (iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after financial statements have been delivered pursuant to the ClosingFirst Amendment Effective Date (other than Indebtedness not prohibited under Section 5.01(a) 7.03 (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to excluding Section 5.01(c7.03(t))), the Borrower shall cause to be offered to be prepaid Loans equal to in accordance with clause (Ab)(vii) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the below an aggregate principal amount of Loans in an amount equal to 100% of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only Net Proceeds received therefrom on or prior to the extent accompanied date which is five Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds. (v) [reserved]. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Loan Extension Request or any Incremental Amendment (which may be prepaid on a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment less than pro rata basis in accordance with the requirements of Section 2.08(b)(ivtheir terms). (iv) Each , each prepayment of Loans pursuant to clause (iv) of this Section 2.08(b2.05(b) shall be applied pro rata among the Loans. Each applied, first, ratably to each Class of Loans then outstanding (provided that (i) any prepayment of any tranche Loans with the Net Proceeds of Loans pursuant to Section 2.08(b) Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans, Extended Loans, or Refinancing Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.Class of

Mandatory. (i) Within ten The Borrower shall, on the third Business Days Day following each date on which the receipt by the Borrower and/or after the Effective Date of (A) Net Cash Proceeds from any Asset Sales in the case of sales of assets or Equity Interests of, or other Investments in, IPALCO or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01clause (iv) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date 5.18 or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with from the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment incurrence of any tranche of Loans pursuant Bridge Debt, offer to Section 2.08(b) shall be applied to such tranche firstprepay, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, an aggregate principal amount of the Term Loans in an amount equal to the Banks’ Ratable Share of such Net Cash Proceeds and the Term Loan Banks shall have the option to accept or refuse such prepayment in accordance with the provisions set forth in Section 2.10(c). Upon the payment in full of the Term Loans, the Borrower shall apply such Net Cash Proceeds to ratably prepay the Revolving NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement Credit Loans and the Green Revolving Credit Loans outstanding at such time (without any reduction of Revolving Credit Loan Commitments or the Green Revolving Credit Loan Commitments). (i) The Borrower shall, on the third Business Day following the date of receipt of Net Cash Proceeds from the issuance of Debt by any Subsidiary of the Borrower permitted pursuant to Section 5.07(b)(ii) (but only to the extent applicable pursuant to the proviso thereof) and Section 5.07(b)(vi) (but only to the extent the Debt was incurred by IPALCO, offer to prepay an aggregate principal amount of the Term Loans in an aggregate amount equal to the Banks’ Ratable Share of such Net Cash Proceeds (other than $200,000,000 of additional Debt of IPALCO incurred after the Effective Date). The Term Loan Banks shall have the option to accept or refuse any prepayment pursuant to this Section 2.10(b)(ii) in accordance with the provisions set forth in Section 2.10(c). So long as Net Cash Proceeds referred to in this Section 2.10(b)(ii) are received by the Borrower, the Borrower agrees to use all reasonable efforts to cause all such Net Cash Proceeds permitted to be distributed to be so distributed. Upon the payment in full of the Term Loans, the Borrower shall apply such Net Cash Proceeds to ratably prepay the Revolving Credit Loans and the Green Revolving Credit Loans outstanding at such time (without any reduction of Revolving Credit Loan Commitments or the Green Revolving Credit Loan Commitments). provided that with respect to Asset Sales described in clause (y) (and not in clause (x)) in the parenthetical appearing in the definition of Asset Sale (or any Bridge Debt in respect thereof), only 50% of such Net Cash Proceeds actually received by the Borrower shall be subject to this Section 2.10(b); provided, further, that so long as no Event of Default shall then exist or would arise therefrom, such Net Cash Proceeds from an Asset Sale described in such clause (y) (and not in clause (x)) (or any Bridge Debt in respect thereof) shall not be required to be applied pursuant to this Section 2.10(b) to the extent that the Borrower shall have delivered a certificate of a Responsible Officer to the Agent on or prior to the offer commencement or prepayment date specified in this Section 2.10(b) stating that such Net Cash Proceeds are expected to be used to purchase replacement assets or repair such assets, or to purchase assets used or useful in the business of the Borrower and its Subsidiaries, or to acquire more than 50% of the Equity Interests of any person that owns such assets or engages in a business of the type that the Borrower and Subsidiaries are permitted to be engaged in and, in each case, otherwise in compliance with the terms of this Agreement, no later than 365 days following the date of such Asset Sale (or any Bridge Debt in respect thereof); provided that such time may be extended by an additional 90 days if, on or prior to the 365th day following the date of receipt of such Net Cash Proceeds, the Borrower delivers a certificate of a Responsible Officer to the Agent detailing the intended use of such Net Cash Proceeds and certifying that the Net Cash Proceeds will be allocated among the appropriate Lenders used in accordance with this proviso; provided that if all or any portion of such Lenders’ respective Pro Rata Share.Net Cash Proceeds is not so reinvested within such 365-day period (or such longer period to the extent extended), such unused portion shall be applied on the last day of such period as provided in this Section 2.10(b). NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement

Mandatory. (i) Within ten The Borrower shall, on the third Business Days Day following each date on which the receipt by the Borrower and/or any after the Effective Date of its Restricted Subsidiaries receives any proceeds (A) Net Cash Proceeds from any Asset Sales or (B) Net Cash Proceeds from the incurrence of Indebtedness (excluding any Indebtedness permitted Bridge Debt, offer to be incurred pursuant to Section 7.01) or prepay, on a pro rata basis, an aggregate principal amount of the issuance of any Disqualified Equity Interests, Term Loans in each case, after the Closing Date, an amount equal to 100% the Banks’ Ratable Share of the such Net Cash Proceeds therefrom and the Term Loan Banks shall have the option to accept or refuse such prepayment in accordance with the requirements provisions set forth in Section 2.10(c). Upon the payment in full of Section 2.08(b)(ivthe Term Loans, the Borrower shall apply such Net Cash Proceeds to prepay the Revolving Credit Loans outstanding at such time (without any reduction of Revolving Credit Loan Commitments). (ii) Within ten The Borrower shall, on the third Business Days Day following each the date on which of receipt of Net Cash Proceeds from the issuance of Debt by any Subsidiary of the Borrower and/or any permitted pursuant to Section 5.07(b)(ii) (but only to the extent applicable pursuant to the proviso thereof) and Section 5.07(b)(vi) (but only to the extent the Debt was incurred by IPALCO or a Subsidiary Guarantor), offer to prepay an aggregate principal amount of its Restricted Subsidiaries receives the Term Loans in an aggregate amount equal to the Banks’ Ratable Share of such Net Cash Proceeds (A) from a disposition other than $200,000,000 of any property or assets in an Asset Sale occurring additional Debt of IPALCO and the Subsidiary Guarantors incurred after the Closing Date Effective Date). The Term Loan Banks shall have the option to accept or (Brefuse any prepayment pursuant to this Section 2.10(b)(ii) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements provisions set forth in Section 2.10(c). So long as Net Cash Proceeds referred to in this Section 2.10(b)(ii) are received by the Borrower, the Borrower agrees to use all reasonable efforts to cause all such Net Cash Proceeds permitted to be distributed to be so distributed. Upon the payment in full of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c)Term Loans, the Borrower shall cause apply such Net Cash Proceeds to be prepaid prepay the Revolving Credit Loans equal to outstanding at such time (A) the Applicable ECF Percentage without any reduction of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Revolving Credit Loan Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten If the Borrower effects a Repricing Transaction on or prior to the first anniversary of the Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, a prepayment premium of 1.00% of the aggregate principal amount of the Advances so modified, prepaid, refinanced, substituted or replaced. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (ii) Subject to the Intercreditor Agreement, if the Borrower or any Subsidiary completes an Asset Sale or is subject to a Casualty Event, in each case which results in Net Cash Proceeds in excess of the greater of $5,000,000 and 2% of Consolidated Total Assets in any fiscal year, then the Borrower shall, no later than five Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interestsreceipt thereof, in each case, after the Closing Date, apply an amount equal to 100% of the such Net Cash Proceeds therefrom to prepay to the Lenders on a pro rata basis the outstanding principal amount of the Advances; provided that, (A) if no Event of Default exists or would arise therefrom, then such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate by a Responsible Officer of the Borrower to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are reasonably expected to be reinvested in accordance with fixed or capital assets of any Credit Party within 360 days following the requirements date of Section 2.08(b)(ivsuch Asset Sale or Casualty Event (which officers’ certificate shall set forth the estimates of the proceeds to be so expended); and (B) if all or any portion of such Net Cash Proceeds are not reinvested within such 360-day period as provided in clause (A) above, then 100% of such unused portion shall be applied on the last day of such period first to prepay to the Lenders on a pro rata basis the outstanding principal amount of the Advances. (iiiii) Within ten Subject to the Intercreditor Agreement, if the Borrower or any Subsidiary receives Debt Incurrence Proceeds other than those resulting from Permitted Debt, then not later than five Business Days following each date on which the receipt of such proceeds, the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets shall prepay the Advances in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)such Debt Incurrence Proceeds. (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten If at any time the sum of the unpaid principal balance of the Revolving Loans, Swing Loans and the L/C Obligations then outstanding shall be in excess of the Revolving Credit Availability as determined and computed, as contained in the most recent Borrowing Base Certificate delivered in accordance with Section 8.5(d) hereof, the Borrower shall promptly, and in no event later than 11:00 a.m. (Chicago time) on the date that is two (2) Business Days following such delivery, and without notice or demand pay the amount of the excess to the Administrative Agent for the account of the Lenders as a mandatory prepayment on such Obligations, with each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted such prepayment first to be incurred pursuant applied to Section 7.01) or the issuance Revolving Loans and Swing Loans until paid in full with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv)Credit. (ii) Within ten Business Days following each date on which Unless the Borrower and/or any otherwise directs, prepayments of its Restricted Subsidiaries receives Net Cash Proceeds (ALoans under this Section 1.8(b) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 1.8(b) shall be made by the payment of the principal amount to be prepaid and, in the case of any Eurodollar Loans, accrued interest thereon to the date of prepayment together with any amounts due the Lenders under Section 1.11 hereof. Each prefunding of L/C Obligations shall be made in accordance with the requirements of Section 2.08(b)(iv)9.4 hereof. (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(aIf at any time a Change in Control shall occur caused by the termination set forth in clause (c) (commencing with Fiscal Year 2012) of the definition of “Change of Control” and the related compliance certificate has been delivered pursuant Borrower’s failure to Section 5.01(c)cure such Change in Control by appointing a replacement chief executive officer reasonably acceptable to the Administrative Agent within four (4) months, the Borrower shall cause to be prepaid Loans equal to within forty-five (A45) days prepay the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the full amount of the prepayment outstanding principal and interest of such the Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters prepay all fees due under this Agreement and cash collateralize all outstanding L/C Obligations in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to manner set forth in Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share9.4 hereof.

Mandatory. (i) Within ten Business Days following each date on which In connection with any Release Transaction, the Borrower shall prepay Loans and/or any Cash Collateralize the L/C Obligations on such date and in such aggregate amount as is set forth in the Notice of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted Loan Prepayment, if any, delivered to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, Administrative Agent in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance connection with the requirements of Section 2.08(b)(iv).such Release Transaction; (ii) Within ten Business Days following each date on which If the Borrower and/or or any of its Restricted Subsidiaries receives Net Disposes of a Borrowing Base Property or any Collateral, the Borrower or such Subsidiary shall prepay Loans and/or Cash Proceeds (A) from a disposition Collateralize the L/C Obligations on such date and in such aggregate amount as is set forth in the Notice of any property or assets Loan Prepayment, if any, delivered to the Administrative Agent in an Asset Sale occurring after the Closing Date or (B) connection with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv).such Disposition; (iii) Within 15 days after financial statements have been delivered In connection with any Current Appraisal furnished to the Administrative Agent pursuant to Section 5.01(a2.19, the Borrower shall prepay Loans and/or Cash Collateralize the L/C Obligations on such date and in such aggregate amount as is set forth in the Notice of Loan Prepayment, if any, delivered to the Administrative Agent in connection with such Current Appraisal; and (iv) If for any reason Availability at any time is less than zero ($0) (commencing with Fiscal Year 2012) and including if due to the related compliance certificate has been delivered exclusion of a Borrowing Base Property pursuant to Section 5.01(c2.18(b), or if due to a change in the Appraised Value of a Borrowing Base Property upon any reappraisal required or permitted under this Agreement), the Borrower shall cause within five Business Days prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to restore Availability to at least zero ($0); provided, however, that the Borrower shall not be prepaid Loans equal required to (A) Cash Collateralize the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans L/C Obligations pursuant to this Section 2.08(b2.05(b) shall be applied pro rata among unless after the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount in full of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata ShareLoans Availability is less than zero ($0).

Mandatory. (i) Within ten If for any reason Availability is less than $0, the Borrowers shall prepay Advances within fifteen (15) Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted in an aggregate amount necessary to cause Availability to be incurred pursuant to Section 7.01) greater than or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv)$0. (ii) Within ten Business Days following each date on which In the event that a Borrower and/or or any of its Restricted Subsidiaries affiliate thereof receives Net Cash Proceeds (A) from a disposition payment in cash of any property amount due to such Borrower or assets affiliate by reason of an adjustment or proration pursuant to Section 3.1 of the Acquisition Agreement or by reason of an adjustment to the “Purchase Price” (as defined in the Acquisition Agreement) of any Acquired Property, the Borrowers shall, within three (3) Business Days’ of such receipt, prepay the Term Loans in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount at least equal to 10050% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements amount of Section 2.08(b)(iv)such payment. (iii) Within 15 days after financial statements have been delivered Each prepayment pursuant to this Section 5.01(a2.06(b) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as to the Term Loan Facility, the Delayed Draw Term Facility and each Incremental Term Loan Facility, on a mandatory repayment pro rata basis (and shall be applied ratably to each Term Loan Lender, Delayed Draw Term Lender and each Incremental Term Loan Lender in accordance with each such Lender’s Pro Rata Share of the requirements of Section 2.08(b)(ivapplicable Facility). (iv) Each prepayment of Loans pursuant to All prepayments under this Section 2.08(bsubsection (b) shall be applied pro rata among made together with accrued interest to the Loans. Each date of such prepayment on the principal amount prepaid, and if any prepayment of a Term SOFR Advance is made on a date other than the last day of an Interest Period for such Advance, the Borrowers shall also pay any tranche of Loans amounts owing pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share9.04(c).

Mandatory. (i) Within [Reserved]. (A) If the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (o)) which results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of the all Net Cash Proceeds therefrom received minus (1) the amount of Net Cash Proceeds used to fund any prepayment of Indebtedness made under the Opco Credit Agreement or pursuant to the terms of any other Indebtedness of Opco or its Restricted Subsidiaries and (2) the amount of Net Cash Proceeds used to fund any prepayment or purchase of any Other Applicable Indebtedness; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest or cause to be reinvested 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); provided further that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness of the Borrower that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition (such Indebtedness (or Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the requirements terms hereof) to the prepayment of the Term Loans and to the repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.08(b)(iv).2.05(b)(ii) shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof (iiB) Within ten Business Days following each date on which the Borrower and/or With respect to any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property realized or assets in an Asset Sale occurring after the Closing Date or (B) received with respect to any Casualty Event occurring Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)), at the option of the Borrower, the Borrower may reinvest or cause to be reinvested all or any portion of such Net Cash Proceeds in assets useful for its business within (x) twelve (12) months (or, in the case of a Disposition of property located outside the United States 540 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 twelve (12) months following receipt thereof, within one hundred eighty (180) days of the date of such legally binding commitment (provided that this clause (y) shall not operate to reduce the timeframe for reinvestment from a minimum of twelve (12) months or, in the case of property located outside the ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ days following receipt of Net Cash Proceeds) and (ii) if any Net Cash Proceeds are not so reinvested within such reinvestment period or are no longer intended to be or cannot be so reinvested at any time after the Closing Datedelivery of a notice of reinvestment election, an amount equal to 100% of the any such Net Cash Proceeds therefrom shall be promptly applied to the prepayment of the Term Loans as a mandatory repayment set forth in accordance with the requirements of this Section 2.08(b)(iv)2.05. (iii) Within 15 days after financial statements have been delivered [Reserved]. (iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 5.01(a) 7.03 (commencing with Fiscal Year 2012) and other than, in the related compliance certificate has been delivered case of Indebtedness incurred pursuant to Section 5.01(c7.03(x), any refinancing of such Indebtedness incurred pursuant to such Section 7.03(x)), the Borrower shall cause to be prepaid an aggregate amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom minus the amount of such Net Cash Proceeds used to fund a prepayment pursuant to Section 2.05(b)(iv) of the Opco Credit Agreement or by the terms of other Indebtedness of Opco or its Restricted Subsidiaries upon incurrence of such Indebtedness. (v) Notwithstanding any other provisions of this Section 2.05(b), (A) to the Applicable ECF Percentage extent that (and for so long as) any of Excess or all the Net Cash FlowProceeds of any asset sale or other Disposition by a Restricted Subsidiary (other than the Borrower) giving rise to mandatory prepayment pursuant to Section 2.05(b)(ii) (each such Disposition, a “Specified Asset Sale”), as applicable, are prohibited or delayed by applicable local Law from being repatriated to the jurisdiction of organization of the Borrower, the portion of such Net Cash Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Restricted Subsidiary so long as the applicable local Law will not permit such repatriation to the Borrower (the Borrower hereby agreeing to cause the applicable Restricted Subsidiary to promptly take all actions reasonably required by applicable local Law to permit such repatriation), and once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local Law, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05(b), 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 Specified Asset Sale to the jurisdiction of organization of the Borrower 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 Restricted Subsidiary; provided that, in the case of this clause (B), on or before the date on which any Net Cash Proceeds so retained would otherwise have been required to be applied to prepayments pursuant to Section 2.05(b)(ii), the Borrower causes to be applied an amount equal to such Net Cash Proceeds to such prepayments as if such Net Cash Proceeds had been received by the Borrower rather than such Restricted Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds had been so repatriated (or, if less, the Net Cash Proceeds that would be calculated if received by such Restricted Subsidiary (but without duplication of any taxes deducted in calculating such Net Cash Proceeds)) in satisfaction of such prepayment requirement. (vi) Except for any prepayments pursuant to Section 10.07(l) which shall in each case be applied as provided in such Section, (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to the repayment of the Loans until paid in full; and unless otherwise provided herein, each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares (prior to giving effect to any rejection by any Lender of any such prepayment pursuant to clause (vii) below), subject to clause (vii) of this Section 2.05(b) and (B) on and after the borrowing of any Other Term Loans, the prepayments referred to in this Section 2.05(b) shall be allocated among each Class of Term Loans pro rata based on the aggregate outstanding principal amount of the Term Loans of each such Class unless otherwise agreed among the Borrower and the lenders providing Other Term Loans in accordance with Section 2.15 (it being understood that the initial Term Loans shall not be allocated any less than such Classes’ pro rata share of such prepayment). (vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (v) of this Section 2.05(b) at least five (5) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of any such prepayment notice and of such Lender’s Pro Rata Share of the prepayment. Any Lender (a “Declining Lender,” and any Lender which is not a Declining Lender, an “Accepting Lender”) may elect, by delivering not less than four (4) Business Days prior to the proposed prepayment date, a written notice (such notice, a “Rejection Notice”) that any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Lender pursuant to clauses (i) through (v) of this Section 2.05(b) not be made, in which event the portion of such prepayment which would otherwise have been applied to the Term Loans of the Declining Lenders shall instead be retained by the Borrower (for itself and on behalf of its Restricted Subsidiaries). If a Lender fails to deliver a Rejection Notice within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. (viii) Upon the occurrence of a Change of Control, each Lender will have the right, subject to the provisions of this clause (viii), to require the Borrower to prepay all or any part of such Lender’s Term Loans at a prepayment price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment, except to the extent the Borrower has previously elected to prepay the Term Loans pursuant to Section 2.05(a). Within 30 days following the date upon which the Change of Control occurred, except to the extent the Borrower has previously elected to prepay the Term Loans pursuant to Section 2.05(a), the Borrower shall send a notice (a “Change of Control Offer”) to the Administrative Agent. Such notice shall state, among other things, the prepayment date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent to the Administrative Agent (the “Change of Control Payment Date”). A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Fiscal Year covered by such financial statements minus (B) Change of Control at the aggregate time of making of the Change of Control Offer. On the Change of Control Payment Date, if the Change of Control shall have occurred, the Borrower shall prepay all Term Loans properly tendered pursuant to the Change of Control Offer, at a prepayment price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment. Notwithstanding the foregoing, the Borrower will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this clause (viii) applicable to a Change of Control Offer made by the Borrower and prepays all voluntary prepayments Term Loans validly tendered and not withdrawn under such Change of Control Offer. In order to accept any Change of Control Offer, a Lender shall notify the Administrative Agent in writing at its address for notices contained in this Agreement prior to close of business on the third Business Day prior to the Change of Control Offer Election Time of such Lender’s election to require the Borrower to prepay all or a portion of such Lender’s Loans and ABL Loans pursuant to such Change of Control Offer (which, in the case of any election to require less than all of such Lender’s Loans to be prepaid in such Change of Control Offer, shall be in a minimum principal amount of $1,000,000 or an integral multiple thereof (or, if less, the ABL Loansentire amount of such Lender’s Loan)), only including the pro rata portion of the amount attributed to PIK Interest, and shall specify the amount of such Lender’s Loans which such Lender requests be prepaid in such Change of Control Offer. In order to validly withdraw any election with respect to any Put Loans in any Change of Control Offer, the Lender holding such Put Loans shall notify the Administrative Agent in writing at its address for notices contained in this Agreement prior to the Change of Control Offer Election Time of such Lender’s election to withdraw such Put Loans from such Change of Control Offer, which notification shall include a copy of such Lender’s previous notification electing to have its Put Loans prepaid in such Change of Control Offer and shall state that such election is withdrawn. The Administrative Agent shall from time to time, upon request by the Borrower (but in any event, three (3) Business Days prior to the Change of Control Offer Election Time and on the Change of Control Offer Election Time), advise the Borrower of the amount of Put Loans with respect to any Change of Control Offer. (ix) Notwithstanding anything to the contrary, (i) no prepayments of Loans shall be required or permitted pursuant to Section 2.05(b)(ii) and (v) unless (A) such prepayment (and any restricted payments capacity among Opco and its Restricted Subsidiaries required for any Restricted Payment to the Borrower in order for the Borrower to make such prepayment) is not prohibited under any Credit Agreement or (B) all obligations outstanding under any Credit Agreement shall have been paid in full (exclusive of any contingent indemnification obligations) and (ii) no prepayments of Loans shall be required pursuant to Section 2.05(b)(ii) and (v) except to the extent accompanied of, and not to exceed, the amount of Net Cash Proceeds required to be applied toward such prepayment after any required payment of the obligations under any Credit Agreement and any other Indebtedness of Opco and its Restricted Subsidiaries (it being understood that (x) amounts actually applied toward prepayment of the obligations under any Credit Agreement or any other Indebtedness of Opco and its Restricted Subsidiaries shall reduce the amount required to be applied toward prepayments hereunder and (y) amounts declined by a corresponding permanent reduction to the “CommitmentsLenders” as defined in pursuant to Section 2.05(b)(vii) of the ABL Facility) during such period, in each case Opco Credit Agreement shall be required to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(ivprepayment hereunder). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Domestic Subsidiary, the Borrower shall, within five Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted after such Net Cash Proceeds are received, pay or cause to be incurred pursuant paid to Section 7.01) or the issuance Administrative Agent for the account of any Disqualified Equity Intereststhe Lender Parties an aggregate principal amount of the Advances comprising part of the same Borrowing, in each case, after the Closing Date, an aggregate amount equal to 100% of such Net Cash Proceeds, provided that, in the case of any event described in clause (a) or (c) of the definition of “Net Cash Proceeds”, if the Borrower or any Subsidiary applies the Net Cash Proceeds therefrom from such event (or a portion thereof) (i) within 365 days after receipt of such Net Cash Proceeds and (ii) at a time when no Default has occurred and is continuing, to acquire real property, equipment or other tangible assets to be used in accordance with the requirements business of Section 2.08(b)(ivthe Borrower and the Subsidiaries (provided that, the Borrower has delivered to the Administrative Agent within five Business Days after such Net Cash Proceeds are received a certificate of a Responsible Officer stating its intention to do so and certifying that no Default has occurred and is continuing), then no prepayment shall be required pursuant to this paragraph in respect of the Net Cash Proceeds in respect of such event (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Cash Proceeds that have not been so applied by the end of such 365 days (or, if committed during such 365 days to be so applied, within 180 days of the end of such 365 days), at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so applied. Each such prepayment shall be applied to the installments of Term Facility pro rata. (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds All prepayments under this subsection (Ab) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance made together with accrued interest to the requirements date of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) 2.11 and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv10.04(c). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten Business Days following No later than the earlier of (x) 105 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2013, and (y) the date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) financial statements with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements such fiscal year have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 20126.01(a) and the related compliance certificate Compliance Certificate has been delivered pursuant to Section 5.01(c6.02(b), the Borrower shall cause outstanding Term Loans to be prepaid Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements fiscal year minus (B) the aggregate principal amount of all voluntary prepayments of Term Loans and ABL Loans (in the case of the ABL Loansmade pursuant to Section 2.05(a) during such fiscal year, only except to the extent accompanied financed with proceeds of asset sales, sales or issuances of Equity Interests, capital contributions, insurance, condemnation or Indebtedness; provided that if on the date of any mandatory prepayment required by a corresponding permanent reduction this Section 2.05(b)(i) the Borrower is required to maintain Manager Reserves, the “Commitments” as defined in the ABL Facilityamount of any such mandatory prepayment otherwise required by this Section 2.05(b)(i) during such period, in each case shall be reduced to the extent necessary such prepayments are that, after giving effect thereto, the Liquidity as of such date of prepayment shall not funded with proceeds be less than Manager Reserves on such date; provided however, that if any prepayment is not required to be made by operation of Indebtedness, the preceding proviso and at any time thereafter the Liquidity shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on exceed the amount of the prepayment Manager Reserves, the Borrower shall cause outstanding Term Loans to be prepaid in an amount equal to lesser of (x) such Loans; second, to excess at such time and (y) the scheduled installments thereof occurring within remainder of (i) the immediately succeeding eight fiscal quarters in aggregate amount of mandatory prepayments under this Section 2.05(b)(i) reduced by operation of the direct order preceding proviso less (ii) the aggregate amount of maturity thereof; and third, to the applicable remaining installments due mandatory prepayments made pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Sharethis further proviso.

Mandatory. (i) Within ten Business Days following No later than the earlier of (x) 105 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2013, and (y) the date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) financial statements with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements such fiscal year have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 20126.01(a) and the related compliance certificate Compliance Certificate has been delivered pursuant to Section 5.01(c6.02(b), the Borrower shall cause outstanding Term Loans to be prepaid Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements fiscal year minus (B) the aggregate principal amount of all voluntary prepayments of Term Loans and ABL Loans (in the case of the ABL Loansmade pursuant to Section 2.05(a) during such fiscal year, only except to the extent accompanied financed with proceeds of asset sales, sales or issuances of Equity Interests, capital contributions, insurance, condemnation or Indebtedness; provided that if on the date of any mandatory prepayment required by a corresponding permanent reduction this Section 2.05(b)(i) the Borrower is required to maintain Manager Reserves, the “Commitments” as defined in the ABL Facilityamount of any such mandatory prepayment otherwise required by this Section 2.05(b)(i) during such period, in each case shall be reduced to the extent necessary such that, after giving effect thereto, the Liquidity as of such date of prepayment shall not be less than Manager Reserves on such date; provided however, that if any prepayment is not required to be made by operation of the preceding proviso and at any time thereafter the Liquidity shall exceed the amount of the Manager Reserves, the Borrower shall cause outstanding Term Loans to be prepaid in an amount equal to lesser of (x) such excess at such time and (y) the remainder of (i) the aggregate amount of mandatory prepayments under this Section 2.05(b)(i) reduced by operation of the preceding proviso less (ii) the aggregate amount of mandatory prepayments made pursuant to this further proviso. (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), or (n)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause the Loans (first, the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and Swing Line Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize L/C Obligations) to be prepaid (and, to the extent provided above, Commitments to be reduced and Letters of Credit to be Cash Collateralized) on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds in an amount equal to 100% of all Net Cash Proceeds received; provided that, no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, within 5 Business Days of such date of realization or receipt, given written notice to the Administrative Agent of its intent to reinvest or use such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) or (C), as the case may be (which notice may only be provided if no Default has occurred and is then continuing); provided that no such reinvestment right shall be available with respect to any Net Cash Proceeds received by the Borrower or any Restricted Subsidiary in respect of any Disposition of any Equity Interests of any Unrestricted Subsidiary. (B) With respect to up to $20,000,000 of Net Cash Proceeds in the aggregate during any fiscal year realized or received with respect to Dispositions by the Borrower or any of its Restricted Subsidiaries (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)), the Borrower and its Restricted Subsidiaries may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within twelve (12) months following receipt of such Net Cash Proceeds; provided that (i) so long as a Default shall have occurred and be continuing, the Borrower and its Restricted Subsidiaries (x) shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower or a Restricted Subsidiary entered into at a time when no Default is continuing) and (y) shall not be required to apply such Net Cash Proceeds which have been previously applied to prepay Revolving Credit Loans to the prepayment of Term Loans until such time as the relevant investment period has expired and no Default is continuing and (ii) 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 any Net Cash Proceeds are not funded reinvested by the expiration of the relevant time period set forth above, an amount equal to any such Net Cash Proceeds shall be applied first, to prepay the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and Swing Line Loans permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, Cash Collateralize L/C Obligations, as set forth in this Section 2.05(b)(ii) 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 expiration of such time period. (C) With respect to any Net Cash Proceeds realized or received with respect to any Casualty Event, the Borrower and its Restricted Subsidiaries may use all or any portion of such Net Cash Proceeds to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower or a Restricted Subsidiary enters into a legally binding commitment to use such Net Cash Proceeds before the expiration of the fifteen (15) month period referred to in preceding clause (x), within one hundred and eighty (180) days of the end of such 15-month period; provided that (i) the amount of such Net Cash Proceeds, together with other cash available to the Borrower and its Restricted Subsidiaries to be spent by them on Capital Expenditures during the relevant period, equals at least 100% of the estimated cost of replacement or restoration of the properties or assets in respect of which such Net Cash Proceeds were paid as determined by the Borrower and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Administrative Agent may reasonably request, (ii) the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer on or prior to the date of the required prepayment stating that such Net Cash Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower or a Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds before the expiration of the fifteen (15) month period referred to in the preceding clause (x), within one hundred and eighty (180) days of the end of such 15-month period (which certificate shall set forth the estimates of the Net Cash Proceeds to be so expended) and also certifying the Borrower’s determination as required by preceding clause (i) and certifying the sufficiency of business interruption insurance as required by succeeding clause (iii), (iii) the Borrower has delivered to the Administrative Agent such evidence as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent establishing that the Borrower and its Restricted Subsidiaries have sufficient business interruption insurance and that the Borrower and its Restricted Subsidiaries will receive payments thereunder in such amounts and at such times as are necessary, together with other funds the Borrower and its Restricted Subsidiaries expect to be reasonably available to them, to satisfy all obligations and expenses of the Borrower and its Restricted Subsidiaries (including, without limitation, all debt service requirements, including pursuant to this Agreement), without any delay or extension thereof, for the period from the date of the respective casualty, condemnation or other event giving rise to the Casualty Event and continuing through the completion of the replacement or restoration of respective properties or assets, and (iv) the entire amount of the Net Cash Proceeds of such Casualty Event shall be deposited with the Administrative Agent pursuant to cash collateral arrangements reasonably satisfactory to the Borrower and the Administrative Agent whereupon such Net Cash Proceeds shall be disbursed at the direction of the Borrower from time to time as needed to pay actual costs incurred by the Borrower and its Restricted Subsidiaries in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be reasonably established by the Administrative Agent), it being understood and agreed that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit pursuant to such cash collateral arrangements to the repayment of IndebtednessObligations hereunder; provided further that (i) the aggregate amount applied to replace or rebuild assets of the Borrower and its Restricted Subsidiaries (other than assets consisting of casino space and assets therein) shall not exceed $50,000,000 with respect to any Casualty Event, (ii) so long as a Default shall have occurred and be continuing, (x) the Borrower and its Restricted Subsidiaries shall not be permitted to so use any such Net Cash Proceeds (other than pursuant to a legally binding commitment that the Borrower or a Restricted Subsidiary entered into at a time when no Default is continuing) and (y) the Borrower shall not be required to apply such Net Cash Proceeds which have been previously applied to prepay Revolving Credit Loans to the prepayment of Term Loans until such time as the relevant use period has expired and no Default is continuing and (iii) if any Net Cash Proceeds are no longer intended to be or cannot be so used at any time after delivery of a notice of election to replace or restore or if any Net Cash Proceeds are not so used by the expiration of the relevant time periods set forth above, an amount equal to any such Net Cash Proceeds shall be applied first, to prepay the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and Swing Line Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize L/C Obligations as set forth in this Section 2.05(b)(ii) 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 used or the expiration of such time periods. (iii) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall cause Loans (first, the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and Swing Line Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize L/C Obligations) to be prepaid (and, to the extent provided above, Commitments to be reduced and Letters of Credit to be Cash Collateralized) in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds; provided that each prepayment of Term Loans pursuant to this Section 2.05(b)(iii), if in connection with or constituting a Repricing Event, shall be applied as a mandatory repayment in accordance with the requirements of subject to Section 2.08(b)(iv2.05(d). (iv) If the Borrower receives any cash proceeds from any capital contribution or any sale or issuance of its Equity Interests that increases the Borrower’s Consolidated EBITDA as provided in Section 8.04, the Borrower shall cause the Loans (first, Term Loans, and to the extent of any excess Net Cash Proceeds, to repay Revolving Credit Loans and Swing Line Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize L/C Obligations) to be prepaid (and, to the extent provided above, Commitments to be reduced and Letters of Credit to be Cash Collateralized) in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, the aggregate Revolving Credit Exposures exceed the aggregate Revolving Credit Commitments then in effect. (vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment and/or commitment reduction required to be made pursuant to Section 2.05(b)(i), (ii), (iii), (iv) or (v) at least three (3) Business Days prior to the date of such prepayment and/or commitment reduction. Each such notice shall specify the date of such prepayment and/or commitment reduction and provide a reasonably detailed calculation of the amount of such prepayment and/or commitment reduction. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s notice and of such Appropriate Lender’s Pro Rata Share of the prepayment and/or commitment reduction. (vii) Each prepayment of Term Loans pursuant to this Section 2.08(b2.05(b) shall be applied pro rata among the Loans. Each prepayment to each Class of any tranche of Term Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due (based on the amount TL Repayment Percentages of the prepayment various Classes of Term Loans at such Loans; secondtime), to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to reduce the then remaining installments of such Class of Term Loans in inverse order of maturity. Each prepayment of Term Loans, Revolving Credit Loans and Swing Line Loans pursuant to this Section 2.05(b) shall be allocated among paid to the appropriate Appropriate Lenders entitled thereto in accordance with such Lenders’ their respective Pro Rata ShareShares.

Mandatory. (i) Within ten The Borrower shall, on the third Business Days Day following each date on which the receipt by the Borrower and/or any after the Effective Date of its Restricted Subsidiaries receives any proceeds (A) Net Cash Proceeds from any Covered Asset Sales or (B) Net Cash Proceeds from the incurrence of Indebtedness (excluding any Indebtedness permitted Bridge Debt, offer to be incurred pursuant to Section 7.01) or prepay, on a pro rata basis, an aggregate principal amount of the issuance of any Disqualified Equity Interests, Term Loans in each case, after the Closing Date, an amount equal to 100% the Banks’ Ratable Share of the such Net Cash Proceeds therefrom and the Term Loan Banks shall have the option to accept or refuse such prepayment in accordance with the requirements provisions set forth in Section 2.10(c). Upon the payment in full of the Term Loans, the Borrower shall apply such Net Cash Proceeds to prepay the Revolving Credit Loans outstanding at such time (without any reduction of Revolving Credit Loan Commitments, except as set forth in Section 2.08(b)(iv2.09(b)(ii)). (ii) Within ten The Borrower shall, on the third Business Days Day following each the date on which of receipt of Net Cash Proceeds from the issuance of Debt by any Subsidiary of the Borrower and/or any permit- ▇▇▇ pursuant to Section 5.07(b)(ii) (but only to the extent applicable pursuant to the proviso thereof) and Section 5.07(b)(vi) (but only to the extent the Debt was incurred by IPALCO or a Subsidiary Guarantor), offer to prepay an aggregate principal amount of its Restricted Subsidiaries receives the Term Loans in an aggregate amount equal to the Banks’ Ratable Share of such Net Cash Proceeds (A) from a disposition other than $200,000,000 of any property or assets in an Asset Sale occurring additional Debt of IPALCO and the Subsidiary Guarantors incurred after the Closing Date date hereof). The Term Loan Banks shall have the option to accept or (Brefuse any prepayment pursuant to this Section 2.10(b)(ii) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements provisions set forth in Section 2.10(c). So long as Net Cash Proceeds referred to in this Section 2.10(b)(ii) are received by the Borrower, the Borrower agrees to use all reasonable efforts to cause all such Net Cash Proceeds permitted to be distributed to be so distributed. Upon the payment in full of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c)Term Loans, the Borrower shall cause apply such Net Cash Proceeds to be prepaid prepay the Revolving Credit Loans equal to outstanding at such time (A) the Applicable ECF Percentage without any reduction of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Revolving Credit Loan Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.”

Mandatory. (i) Within For any Excess Cash Flow Period, within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 20126.01(a) and the related compliance certificate Compliance Certificate has been delivered pursuant to Section 5.01(c6.02(b) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Parent Borrower shall cause to be prepaid prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% (as may be adjusted pursuant to the Applicable ECF Percentage proviso below) of Excess Cash FlowFlow for such Excess Cash Flow Period, if any, for the Fiscal Year covered by such financial statements minus (B) the sum of (1) the aggregate principal amount of all voluntary principal prepayments of the Loans, in each case, made during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the date immediately prior to the date on which the relevant Excess Cash Flow prepayment is or would be required to be made (excluding prepayments at a discount to par and open market purchases) (except prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent under any Revolving Tranche that are not accompanied by a corresponding permanent commitment reduction to of the “Commitments” as defined in the ABL Facility) during such periodRevolving Tranches), in each case other than to the extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness and (2) any amount not required to be applied to such prepayment pursuant to Section 2.05(b)(viii) or (ix); provided that such percentage in respect of any Excess Cash Flow Period shall be reduced to 25% or 0% if the Consolidated First Lien Net Leverage Ratio as of the last day of the fiscal year to which such Excess Cash Flow Period relates was equal to or less than 4.00:1.00 or 3.50:1.00, respectively; provided, further, that no prepayment shall be required with respect to any Excess Cash Flow Period to the extent Excess Cash Flow for such period is equal to or less than $1,000,000 (and for such period such prepayment shall be limited to the amount in excess of $1,000,000); provided, further, that, if the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis after giving effect to any Excess Cash Flow prepayment would result in the percentage in respect of the applicable Excess Cash Flow Period being reduced to 25% or 0%, then such reduced percentage applicable to the Excess Cash Flow prepayment required to be made shall apply. (ii) If any Asset Sale or Casualty Event (or series of related Asset Sales or Casualty Events) results in the receipt by any Borrower or any Subsidiary of aggregate Net Cash Proceeds in excess of $2,500,000 (“Relevant Transaction”), then, except to the extent the Parent Borrower elects in a written notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 7.04, the Borrowers shall prepay, subject to Section 2.05(b)(viii), an aggregate principal amount of Term 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 such Borrower or such Subsidiary; provided that such Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness (and, in the case of revolving indebtedness, permanently reduce related commitments) that is secured by the Collateral on a pari passu basis with Liens securing the Obligations to the extent such prepayments other Indebtedness and the Liens securing the same are not funded permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of Indebtednesssuch Relevant Transaction, shall be applied 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 a mandatory repayment determined in accordance with Section 1.08) and the requirements denominator of which is the aggregate outstanding principal amount of Term 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, so long as no Event of Default shall have occurred and be continuing or would result therefrom, such prepayment percentage shall be reduced from 100% to 50% or 0% if, on a Pro Forma Basis after giving effect to such Asset Sale or Casualty Event, as the case may be, and the use of proceeds therefrom, the Consolidated First Lien Net Leverage Ratio would be equal to or less than 4.50:1.00 or 4.00:1.00 (such amounts not required to be prepaid as a result of such prepayment percentage reduction, the “Retained Asset Sale Proceeds”), respectively; provided, further, that only the amount of Net Cash Proceeds in excess of $2,500,000 in any fiscal year shall be subject to prepayment pursuant to this Section 2.08(b)(iv2.05(b)(ii). (iii) Upon the incurrence or issuance by any Borrower or any Subsidiary of any Refinancing Notes, any Specified Refinancing Term Loans or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.01, the Borrowers shall prepay an aggregate principal amount of Term Loan Tranches in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Borrower or such Subsidiary. (iv) Each Upon the incurrence by any Borrower or any Subsidiary of any Specified Refinancing Debt constituting revolving credit facilities, the Borrowers shall prepay an aggregate principal amount of Revolving Credit Loans (and correspondingly reduce commitments) in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrowers or such Subsidiary. (v) If for any reason the sum of the Total Revolving Credit Outstandings or the sum of outstanding Specified Refinancing Revolving Loans at any time exceed the sum of the Revolving Tranche in respect thereof (including after giving effect to any reduction in the Revolving Credit Commitments pursuant to Section 2.06), the Borrowers shall immediately prepay the Loans under the applicable Revolving Tranche and/or Cash Collateralize the L/C Obligations related thereto 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 2.05(b)(v) unless after the prepayment in full of the Loans under the applicable Revolving Tranche the sum of the Total Revolving Credit Outstandings or the outstanding Specified Refinancing Revolving Loans, as the case may be, exceed the aggregate Revolving Credit Commitments or the commitments to make Specified Refinancing Revolving Loans, as the case may be, then in effect. (vi) Subject to Section 2.17, each prepayment of Term Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b2.05(b) shall be applied to each Term Loan Tranche on a pro rata basis (or, if agreed to in writing by the Majority Lenders of a Term Loan Tranche, in a manner that provides for more favorable prepayment treatment of other Term Loan Tranches, so long as each other such tranche firstTerm Loan 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 Term Loan Tranche receiving less than such Pro Rata Share) (other than a prepayment of (x) Term Loans or Revolving Credit Loans, as applicable, with the proceeds of Indebtedness incurred pursuant to Section 2.18, which shall be applied to the Term Loan Tranche or Revolving Tranche, as applicable, being refinanced pursuant thereto or (y) Term Loans with the proceeds of any Refinancing Notes issued to the extent permitted under Section 7.01(a), which shall be applied to the Term Loan Tranche being refinanced pursuant thereto). Amounts to be applied to a Term Loan Tranche in connection with prepayments made pursuant to this Section 2.05(b) shall be applied to the remaining scheduled installments with respect to such Term Loan Tranche in direct order of maturity. Each prepayment of Term 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 Borrowers 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 accrued interest 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 fees due 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 Borrowers 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 Borrowers or any other Loan Party) to apply such amount to 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; second). 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 Borrowers 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 scheduled installments thereof occurring within extent that any or all of the immediately succeeding eight fiscal quarters Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary (or a Domestic Subsidiary of a Foreign Subsidiary) (a “Foreign Disposition”) or the Net Cash Proceeds of any Casualty Event from a Foreign Subsidiary (or a Domestic Subsidiary of a Foreign Subsidiary) (a “Foreign Casualty Event”), in each case giving rise to a prepayment event pursuant to Section 2.05(b)(ii), or Excess Cash Flow giving rise to a prepayment event pursuant to Section 2.05(b)(i) 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 direct order Parent Borrower or so prepaid or such repatriation or prepayment would present a material risk of maturity thereof; and thirdliability 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 or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05 but may be retained by the applicable Foreign Subsidiary. (ix) Notwithstanding any other provisions of this Section 2.05, to the applicable remaining installments due extent that the Parent 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 2.07 2.05(b)(ii), or Excess Cash Flow giving rise to a prepayment event pursuant to Section 2.05(b)(i) would have a material adverse tax cost consequence on a pro rata basis, the Parent Borrower or any Subsidiary or their Affiliates (taking into account any foreign tax credit or benefit actually realized in each case, to be allocated among the appropriate Lenders in accordance connection with such Lenders’ respective Pro Rata Sharerepatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary.

Mandatory. (i) Within ten Subject to clauses (v) and (viii) below, not later than the fifth Business Days Day following each date on which receipt by the Borrower and/or or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance Subsidiary of any Disqualified Equity InterestsNet Proceeds in connection with any Asset Sale (other than any Asset Sale relating to the Target Non-Core Assets), in each case, after the Closing Date, an amount equal to Borrower shall apply 100% of the Net Cash Proceeds therefrom received with respect thereto to prepay outstanding Loans in accordance with the requirements of Section 2.08(b)(iv2.06(b)(ix). (ii) Within ten Subject to clauses (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)(ix); 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) Not later than the fifth Business Day following receipt of Net Proceeds by the Borrower or any Subsidiary from the issuance or incurrence of Indebtedness (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 6.01), the Borrower shall apply 100% of the Net Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.06(b)(ix). (iv) Subject to clause (v) below, not later than the fifth Business Day following (A) receipt of Net 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)(ix); provided that no prepayment pursuant to this clause (iv) shall be required if the Net Proceeds received in connection with any such Extraordinary Receipts are less than $5,000,000 individually and $10,000,000 in the aggregate of all such Extraordinary Receipts in any fiscal year, 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 each date on which receipt by the Borrower and/or or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition Subsidiary of any property Net Proceeds in connection with any Asset Sale, Recovery Event or assets other transaction resulting in an Asset Sale occurring after proceeds in respect of Target Non-Core Assets: (1) if the Closing Date aggregate principal amount of outstanding Loans is greater than $200,000,000, the Borrower shall apply (i) 100% of such Net Proceeds to prepay outstanding Loans in accordance with Section 2.06(b)(ix) until the balance of the Loans is equal to $200,000,000, at which point clause (2) below will apply to any remaining Net Proceeds plus (ii) a prepayment premium equal to one percent (1.0%) of the principal amount of the Loans so prepaid; and (2) if the aggregate principal amount of outstanding Loans is less than or equal to $200,000,000, but greater than $100,000,000, the Borrower shall apply (Bi) 50% of the Net Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.06(b)(ix) until the balance of the Loans is equal to $100,000,000 at which point clause (3) below will apply to any remaining Net Proceeds plus (ii) a prepayment premium equal to (x) with respect to any Casualty Event occurring prepayment pursuant to this Section 2.06(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 Closing fourth anniversary of the First Amendment Effective Date, an zero percent (0%), in each case, of the principal amount equal 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 100apply the remaining 50% of the Net Cash Proceeds therefrom 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 respect to any prepayment pursuant to this Section 2.06(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; and (3) if the aggregate principal amount of outstanding Loans is less than or equal to $100,000,000200,000,000, the Borrower may retain such Net Proceeds and shall not be required to make any mandatory prepayment pursuant to this Section 2.06(b)(v); provided thatwith such Net Proceeds shall be applied as included in the calculation of Excess Cash Flow. (vi) Upon the occurrence of a mandatory repayment Change in Control, each Lender shall have the right to require the Borrower to prepay such ▇▇▇▇▇▇’s Loans at a price in cash equal to the aggregate principal amount of the Loans outstanding, plus the Prepayment Premium that would have been payable if the Borrower had voluntarily prepaid such Loans on the date of such prepayment. The Borrower shall deliver to the Administrative Agent written notice of the occurrence of any Change in Control (each such notice, a “Change in Control Notice”), in each case, within two Business Days thereof. Each Lender that intends to exercise its right to require the Borrower to prepay such Lender’s Loans pursuant to this Section 2.06(b)(vi) shall provide written notice thereof to the Administrative Agent no later than 5:00 p.m., within ten Business Days of the receipt of any Change in Control Notice delivered pursuant to the foregoing clause (b) (such date, the “Change in Control Election Date”). For the avoidance of doubt, any Lender that fails to timely notify the Administrative Agent in accordance with the requirements preceding sentence shall be deemed to have irrevocably waived the right described in this Section 2.06(b)(vi). The Borrower shall make any prepayment pursuant to this Section 2.06(b)(vi) within three Business Days of the Change in Control Election Date. The foregoing shall not limit the Borrower’s right to make a voluntary prepayment in accordance with Section 2.08(b)(iv)2.06(a) in connection with such Change in Control. (iiivii) Within 15 days after financial statements have been For each fiscal year of the Borrower (commencing with the fiscal year ending on December 31, 2021), not later than the tenth Business Day following the date of the most recent Financial Statements delivered or required to be delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and for any such fiscal year, the related compliance certificate has been delivered pursuant to Section 5.01(c“ECF Prepayment Date”), the Borrower shall cause to be prepaid prepay outstanding Loans in an aggregate principal amount equal to (x) 100% of Excess Cash Flow for such fiscal year minus (y) except for the Refinancing Transactions (as defined in the First Amendment), optional prepayments of Loans under Section 2.06(a) during such fiscal year (the “ECF Prepayment”); provided that no prepayment shall be required pursuant to this Section 2.06(b)(vii) to the extent that after giving effect to such prepayment U.S. Liquidity would be less than (x) prior to the Borrower Deleveraging Milestone Date, $60,000,000 or (y) on or after the Borrower Deleveraging Milestone Date, $85,000,000, in each case at the time of making such prepayment; provided that (A) the Applicable Borrower shall make the maximum portion of such ECF Percentage of Excess Cash Flow, if any, for Prepayment when due to the Fiscal Year covered by extent such financial statements minus payment shall not cause the Borrower to violate the foregoing clause and (B) the Borrower shall make additional portions of such ECF Prepayment within five (5) Business Days from delivery of financial statements pursuant to Section 5.01(a) or Section 5.01(b) thereafter to the extent that making such payment shall not cause the Borrower to violate the foregoing clause. (viii) Notwithstanding the foregoing, the Borrower shall not be required to apply any Net Proceeds that are the subject of clauses (i) or (ii) above to prepay the Loans to the extent reinvested by the Borrower or any of its Restricted Subsidiaries in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries within 12 months of receipt of such Net Proceeds (or, if the Borrower or any Restricted Subsidiary has contractually committed within 12 months following receipt of such Net Proceeds to reinvest such Net Proceeds, within 18 months from the date of the receipt of such Net Proceeds); provided that (a) no Event of Default shall have occurred and shall be continuing at the time of the earlier of the (x) application of such proceeds and (y) entry into the contractual commitment to apply such Net Proceeds; and (b) any such Net Proceeds not actually reinvested in accordance with the foregoing shall be promptly applied by the Borrower to prepay the Loans; provided further that (A) such Net Proceeds may not be reinvested in cash or Cash Equivalents, accounts receivable, stock inventory, marketable securities, prepaid liabilities or other current assets (other than in connection with an acquisition of a line of business or operating entity engaged in a Related Business) (it being understood that the Borrower and its Restricted Subsidiaries may hold such Net Proceeds in cash, Cash Equivalents or marketable securities pending reinvestment during the time periods described above, so long as the Borrower shall provide, concurrently with the delivery of the financial statements pursuant to Section 5.01(a) or Section 5.01(b), a written notice of such Net Proceeds, identifying in reasonable detail such Net Proceeds in the form of cash, Cash Equivalents or marketable securities, as applicable), (B) notwithstanding anything to the contrary herein, the aggregate amount of Net Proceeds of Asset Sales and Recovery Events that may be reinvested pursuant to this clause (viii) shall not exceed $20,000,000 in any fiscal year (unless the aggregate principal amount of all voluntary prepayments outstanding Senior Secured Indebtedness is less than $300,000,000 at the time of making such reinvestment, in which case the limitation set forth in this clause (B) shall not apply) and (C) the Net Proceeds of any Target Non-Core Assets that are required to be used to prepay Loans and ABL Loans (in pursuant to Section 2.06(b)(v) may not be reinvested without the case prior written consent of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)Required Lenders. (ivix) Each prepayment Prepayments of outstanding Loans pursuant to this Section 2.08(b2.06(b) shall be applied pro rata among in such manner as the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata ShareBorrower may specify.

Mandatory. (i) Within ten (10) Business Days following each after the occurrence of a Change of Control, the Borrower shall prepay any and all outstanding Term Loans with a premium such that the aggregate amount of such prepayment shall be in an amount equal to 101% of the unpaid principal amount of the Term Loans. (ii) If Holdings or any of its Subsidiaries conducts an Asset Sale which, after giving effect to Section 7.05 hereof, gives rise to any Excess Proceeds, the Borrower shall give written notice to the Administrative Agent thereof on or prior to the date on which the Borrower and/or any shall be required to prepay the Term Loans from such Excess Proceeds and shall prepay an aggregate principal amount of its Restricted Subsidiaries receives any proceeds from any incurrence Term Loans in an amount as indicated in Section 7.05 within two (2) Business Days of Indebtedness (excluding any Indebtedness permitted receipt thereof by Holdings or such Subsidiary; provided, that to be incurred pursuant to Section 7.01) or the issuance extent the Borrower makes such a mandatory prepayment of any Disqualified Equity Interests, in each case, Term Loans within three (3) years after the Closing Date, such prepayment shall be made with a premium such that the aggregate amount of such mandatory prepayment shall be in an amount equal to 100(1) 103% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). principal amount prepaid if such mandatory prepayment is made within one (ii1) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring year after the Closing Date, an amount equal to 100(2) 102% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans prepaid if such mandatory prepayment is made within two (2) years after the Closing Date, and ABL Loans (in the case 3) 101% of the ABL Loans, only to principal amount prepaid if such mandatory prepayment is made within three (3) years after the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the LoansClosing Date . Each The prepayment of any tranche Term Loans after the third anniversary of Loans pursuant to Section 2.08(b) the Closing Date shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Sharemade without premium or penalty.

Mandatory. (i) Within ten Business Days following On each date on which Excess Cash Flow Payment Date the Borrower and/or any shall prepay an aggregate principal amount of its Restricted Subsidiaries receives any proceeds from any incurrence the Advances comprising part of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, same Borrowings and deposit an amount in each case, after the Closing Date, Revolving LC Collateral Account in an amount equal to 10075% of the Net amount of Excess Cash Proceeds therefrom Flow for the Calculation Period corresponding to such Excess Cash Flow Payment Date minus the amount of Voluntary Prepayments made during such Calculation Period. Each such prepayment shall be applied ratably first, to the Term B Facility and to the installments thereof in direct order of maturity until such Facility is repaid in full and to any Term Letter of Credit Advance to the extent such Term Letter of Credit Advance has not been repaid or reimbursed in accordance with Section 2.04(d)(ii), and second, (x) if no Event of Default has occurred and is continuing, to the requirements Second Lien Obligations or (y) if an Event of Section 2.08(b)(iv)Default has occurred and is continuing, or if such prepayment would have been required to be made under the Second Lien Credit Agreement and was waived pursuant to the terms thereof, to the Revolving Credit Facility as set forth in clause (vii) below. (ii) Within (A) If within ten Business Days following each of the date on which the Borrower and/or of receipt of any Asset Sale Proceeds or Equity Proceeds by any Loan Party or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from Subsidiaries, the Borrower shall not have delivered a disposition Reinvestment Notice in respect thereof, then the Borrower shall prepay an aggregate principal amount of any property or assets the Advances comprising part of the same Borrowings and deposit an amount in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, Revolving LC Collateral Account in an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of such Asset Sale Proceeds or Equity Proceeds, as the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Sharecase may be.

Mandatory. (i) Within ten [Reserved]. (i) Each prepayment of Loans made pursuant to this Section 2.10(b) shall be made together with any accrued and unpaid interest to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04. (ii) No later than three Business Days following each after the date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted financial statements with respect to each fiscal year are required to be incurred delivered pursuant to Section 7.015.08(b) (commencing with the fiscal year of Holdings ending on or about December 31, 2017), the Borrower shall (subject to Section 2.10(b)(ix) below) prepay outstanding Term Loans and Leidos Term Loans in accordance with Section 2.10(b)(vi) in an aggregate principal amount equal to the excess, if any, of (A) the Excess Cash Flow Percentage of Excess Cash Flow for such fiscal year then ended minus (B) any optional prepayments of Term Loans pursuant to Section 2.10(a) and Leidos Loans (but in the case of any Leidos Loans that are Revolving Credit Loans (as defined in the Leidos Credit Agreement) solely to the extent accompanied by a [[NYCORP:3664832v12::08/15/2017--08:07 PM]] corresponding permanent reduction of the Revolving Credit Commitments (as defined in the Leidos Credit Agreement)) pursuant to Section 2.10(a) (or any comparable successor provision) of the Leidos Credit Agreement, in each case made during such fiscal year, or in the immediately following fiscal year but before the making of any prepayment required in respect of such fiscal year pursuant to this Section 2.10(b)(iii), but in each case only to the extent that (i) such prepayments do not occur in connection with a refinancing of all or any portion of such Term Loans or Leidos Loans and (ii) such prepayment was not previously applied to reduce the amount of any prepayment required by this Section 2.10(b)(iii) in respect of a prior fiscal year. (iii) In the event that Holdings or any of the Restricted Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of (A) any Indebtedness for borrowed money of Holdings or any of the Restricted Subsidiaries (other than any cash proceeds from the issuance of Indebtedness for borrowed money permitted under each of this Agreement and the Leidos Credit Agreement), the Borrower shall, substantially simultaneously with (and in any Disqualified Equity Interestsevent not later than the third Business Day next following) the receipt of such Net Cash Proceeds by Holdings or any such Restricted Subsidiary, in each case, after the Closing Date, apply an amount equal to 100% of the such Net Cash Proceeds therefrom to prepay outstanding Term Loans and Leidos Term Loans in accordance with the requirements of Section 2.08(b)(iv). (ii2.10(b)(vi) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after Refinancing Notes, any Specified Refinancing Term Loans or any Refinancing Junior Loans, the Closing Date, Borrower shall prepay an aggregate principal amount of the Class of Term Loans refinanced in such issuance or incurrence by an amount equal to 100% of the such Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), immediately upon receipt thereof by the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by or such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)Restricted Subsidiary. (iv) Each Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, which proceeds are in excess of $7,500,000 in a single transaction or series of related transactions, the Borrower shall (subject to Section 2.10(b)(ix) below) apply 100% of the Net Cash Proceeds received with respect thereto (the “Subject Proceeds”) to prepay outstanding Term Loans and Leidos Term Loans in accordance with Section 2.10(b)(vi) (collectively, the “Subject Loans”), and if, at the time that any such prepayment would be required hereunder, the Borrower or any of the Restricted Subsidiaries is required (pursuant to the terms of the documentation governing such other Indebtedness) to repay or repurchase any other Indebtedness (or offer to repay or repurchase such Indebtedness) that is secured pursuant to an intercreditor agreement on a pari passu basis with the Loan Document Obligations with the Subject Proceeds (such Indebtedness required to be so repaid or repurchased (or offered to be repaid or repurchased), the “Other Applicable Indebtedness”), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; it being understood that (1) subject to the foregoing, the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to this Section 2.08(b) the terms thereof, and the remaining amount, if any, of the Subject Proceeds shall be applied pro rata among allocated to the Loans. Each prepayment of any tranche of Subject Loans pursuant to Section 2.08(b) shall be applied to such tranche firstin accordance with the terms hereof), to accrued interest and fees due on the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.10(b)(v) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within three Business Days after the date of such rejection) be applied to prepay the Subject Loans in accordance with the terms hereof. Notwithstanding the foregoing, any prepayments otherwise required to be made pursuant to the above provisions of this clause (v) shall not be required to be made in respect of the first $100,000,000 of Net Cash Proceeds received by the Borrower in respect of Asset Sales after the Closing Date; provided that this sentence shall not apply with respect to any Net Cash Proceeds received by the Borrower in respect an Asset Sale if all or any portion thereof are applied to prepay or repurchase any Leidos Loans and/or any Other Applicable Indebtedness. [[NYCORP:3664832v12::08/15/2017--08:07 PM]] (v) Mandatory prepayments of outstanding Term Loans under this Section 2.10(b) (other than Section 2.10(b)(iv)(B)) shall be (A) allocated as among the Term Loans and Leidos Term Loans; second, pro rata, based upon the then outstanding principal amounts of the Term Loans and Leidos Term Loans, and (B) in the case of Term Loans, shall be allocated pro rata among the Term Facilities based upon the then outstanding principal amounts of the Term Loans, and then the applied pro rata to the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.06. (vi) The Borrower shall deliver to the Agent, at the time of each prepayment required under Sections 2.10(b)(iii), (iv) and (v) above, (i) a certificate signed by a Financial Officer of Holdings setting forth in reasonable detail the calculation of the amount of such prepayment (the “Prepayment Amount”) and (ii) at least three Business Days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date (the “Prepayment Date”), the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. The Agent shall promptly advise the Appropriate Lenders of any notice given (and the contents thereof) pursuant to this Section 2.10(b). (vii) With respect to any prepayment of Term Loans pursuant to Section 2.10(b)(iii) or (v) the Borrower may elect, at its option, to allow the Term Lenders to decline to accept the applicable prepayment. In addition to the notice requirements in Section 2.10(b)(vii), each such notice of any event giving rise to a prepayment under Section 2.10(b)(iii) or (v) shall also specify whether or not the Borrower has elected to give the Term Lenders the option to decline such prepayment. If the Borrower has elected to allow the Term Lenders to decline to accept such prepayment, any Appropriate Lender may decline to accept all (but not less than all) of its share of any such prepayment (any such Lender, a “Declining Lender”) by providing written notice to the Agent no later than one Business Day after the date of such Appropriate Lender’s receipt of notice from the Agent regarding such prepayment. If any Appropriate Lender does not give a notice to the Agent on or prior to such date informing the Agent that it declines to accept the applicable prepayment, then such Lender will be deemed to have accepted such prepayment. On any Prepayment Date, an amount equal to the Prepayment Amount minus the portion thereof allocable to Declining Lenders, in each case for such Prepayment Date, shall be paid to the Agent by the Borrower and applied by the Agent in accordance with Section 2.10(b)(vi) (other than Term Loans owing to Declining Lenders). Any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders shall be retained by the Borrower (such amounts, “Declined Spinco Amounts” and together with any Declined Leidos Amounts (as defined in the Leidos Credit Agreement), “Declined Amounts”). (viii) Notwithstanding any other provisions of this Section 2.10(b), to the scheduled installments thereof occurring within extent that any or all of the immediately succeeding eight fiscal quarters in the direct order Net Cash Proceeds of maturity thereof; and third, any Asset Sale by a Foreign Subsidiary (a “Foreign Disposition”) gives rise to the applicable remaining installments due a prepayment event pursuant to Section 2.07 on 2.10(b)(v), or Excess Cash Flow giving rise to a pro rata basisprepayment event pursuant to Section 2.10(b)(iii) (solely to the extent related to Excess Cash Flow generated by Foreign Subsidiaries), are or is prohibited, restricted or delayed by applicable local law from being repatriated to the United States, (A) the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay Term Loans at the times provided in this Section 2.10(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (and Holdings and the Borrower hereby agree to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.10(b) to the extent provided herein and (B) to the extent that Holdings and the Borrower have determined in good faith (and [[NYCORP:3664832v12::08/15/2017--08:07 PM]] after use of commercially reasonable efforts to mitigate any such material adverse tax cost consequences) that repatriation of any or all of the Net Cash Proceeds of any Foreign Disposition, or Excess Cash Flow (solely to the extent related to Excess Cash Flow generated by Foreign Subsidiaries) would have a material adverse tax cost consequence with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in each casethe case of this clause (B), on or before the date on which any Net Cash Proceeds or Excess Cash Flow so retained would otherwise have been required to be allocated among applied to prepayments pursuant to this Section 2.10(b), (x) the appropriate Lenders in accordance with Borrowers shall apply an amount equal to such Lenders’ respective Pro Rata ShareNet Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated or (y) such Net Cash Proceeds or Excess Cash Flow are applied to the repayment of Indebtedness of a Foreign Subsidiary.

Mandatory. (i) Within ten Business Days The Borrower shall, on the 90th day following the end of each date on which Fiscal Year, prepay an aggregate principal amount of the Borrower and/or any Advances comprising part of its Restricted Subsidiaries receives any proceeds from any incurrence the same Borrowings and deposit an amount in the L/C Cash Collateral Account in an amount equal to 50% of Indebtedness the amount of Excess Cash Flow for such Fiscal Year. Each such prepayment shall be applied first, subject to subsection (excluding any Indebtedness permitted c) below, pro rata to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity InterestsTerm A Facility and the Term B Facility and, in each case, after ratably to the Closing Dateremaining installments thereof and second to the Revolving Credit Facility as set forth in clause (viii) below. (ii) The Borrower shall, an amount equal to 100% on the date of receipt of the Net Cash Proceeds therefrom by the Borrower or any of its Subsidiaries from the sale, 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 Inventory in the ordinary course of business and not as part of the sale of a business), 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 accordance with the requirements of Section 2.08(b)(iv). clause (iiviii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets below in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% the amount of such Net Cash Proceeds; provided, however, that the Borrower shall not be required to make any such prepayment and deposit with respect to up to $5,000,000 of Net Cash Proceeds from any sale, lease, transfer or other disposition of assets pursuant to clause (iv) of Section 5.02(e). Each such prepayment shall be applied first, subject to subsection (c) below, pro rata to the Term A Facility and the Term B Facility and, in each case, ratably to the remaining installments thereof and second to the Revolving Credit Facility as set forth in clause (viii) below. (iii) The Borrower shall, on the date of receipt of the Net Cash Proceeds therefrom by the Borrower or any of its Subsidiaries from the incurrence or issuance by the Borrower or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to clause (i)(A)(B)(C) or (D), (ii) or (iii)(A), (B), (C) or (D) of Section 5.02(b)), 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 accordance with clause (viii) below in an amount equal to 75% of the amount of such Net Cash Proceeds. Each such prepayment shall be applied first, subject to subsection (c) below, pro rata to the Term A Facility and the Term B Facility and, in each case, ratably to the remaining installments thereof and second to the Revolving Credit Facility as a mandatory repayment set forth in clause (viii) below. (iv) The Borrower shall, on the date of receipt of the Net Cash Proceeds by any Loan Party from the sale or issuance by any Loan Party of any Equity Interests (including, 40 without limitation, receipt of any capital contribution), 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 accordance with clause (viii) below in an amount equal to 50% of the requirements amount of Section 2.08(b)(iv)such Net Cash Proceeds; provided, however, that the Borrower shall not be required to make such prepayment and deposit with respect to up to $50,000,000 in the aggregate of such Net Cash Proceeds to the extent that such Net Cash Proceeds are raised prior to September 30, 2002. Each such prepayment shall be applied first, subject to subsection (c) below, pro rata to the Term A Facility and the Term B Facility and, in each case, ratably to the remaining installments thereof and second to the Revolving Credit Facility as set forth in clause (viii) below. (v) The Borrower shall, on the date of receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries from 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) Within 15 days after financial statements have been delivered pursuant or (iv) 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 accordance with clause (viii) below in an amount equal to Section 5.01(athe amount of such Net Cash Proceeds. Each such prepayment shall be applied first, subject to subsection (c) (commencing with Fiscal Year 2012) below, pro rata to the Term A Facility and the related compliance certificate has been delivered pursuant Term B Facility and, in each case, ratably to Section 5.01(c)the remaining installments thereof in order of maturity and second to the Revolving Credit Facility as set forth in clause (viii) below. (vi) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Borrower shall cause to be prepaid Loans Letter of Credit Advances and the Swing Line Advances and deposit an amount in the L/C Cash Collateral Account in accordance with clause (viii) below in an amount equal to the amount by which (A) the Applicable ECF Percentage sum of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) 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 voluntary prepayments Letters of Loans and ABL Loans Credit then outstanding exceeds (in B) the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during Revolving Credit Facility on such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)Business Day. (ivvii) Each prepayment of Loans pursuant The Borrower shall, on each Business Day, pay to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to Section 2.08(b) shall be applied cause the aggregate amount on deposit in the L/C Cash Collateral Account to such tranche first, to accrued interest and fees due on equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the prepayment Letter of Credit Facility on such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata ShareBusiness Day.

Mandatory. (i) Within ten Subject to clause (vii) below, not later than the fifth Business Days Day following each date on which receipt by the Borrower and/or or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance Subsidiary of any Disqualified Equity InterestsNet Proceeds in connection with any Asset Sale, in each case, after the Closing Date, an amount equal to Borrower shall apply 100% of the Net Cash Proceeds therefrom received with respect thereto to prepay outstanding Loans in accordance with the requirements of Section 2.08(b)(iv2.06(b)(viii). (ii) Within ten Subject to clause (vii) below, not later than the fifth Business Days Day following each date on which receipt by the Borrower and/or or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition Subsidiary of any property or assets Net Proceeds in an Asset Sale occurring after connection with any Recovery Event, the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to Borrower shall apply 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment received with respect thereto to prepay outstanding Loans in accordance with Section 2.06(b)(viii); provided that no prepayment pursuant to this clause (ii) shall be required if the requirements 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 Section 2.08(b)(iv)all such Recovery Events in any fiscal year. (iii) Within 15 days after financial statements Not later than the fifth Business Day following receipt of Net Proceeds by the Borrower or any Subsidiary from the issuance or incurrence of Indebtedness (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 6.01), the Borrower shall apply 100% of the Net Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.06(b)(viii). (iv) Not later than the fifth Business Day following receipt of Net Proceeds by the Borrower or any Subsidiary of any Extraordinary Receipts, the Borrower shall apply 100% of the Net Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.06(b)(viii); provided that no prepayment pursuant to this clause (iv) shall be required if the Net Proceeds received in connection with any such Extraordinary Receipts are less than $5,000,000 individually and $10,000,000 in the aggregate of all such Extraordinary Receipts in any fiscal year. (v) Upon the occurrence of a Change in Control, each Lender shall have the right to require the Borrower to prepay such Lender’s Loans at a price in cash equal to the aggregate principal amount of the Loans outstanding, plus the Prepayment Premium that would have been payable if the Borrower had voluntarily prepaid such Loans on the date of such prepayment. The Borrower shall deliver to the Administrative Agent written notice of the occurrence of any Change in Control (each such notice, a “Change in Control Notice”), in each case, within two Business Days thereof. Each Lender that intends to exercise its right to require the Borrower to prepay such Lender’s Loans pursuant to this Section 2.06(b)(v) shall provide written notice thereof to the Administrative Agent no later than 5:00 p.m., within ten Business Days of the receipt of any Change in Control Notice delivered pursuant to the foregoing clause (b) (such date, the “Change in Control Election Date”). For the avoidance of doubt, any Lender that fails to timely notify the Administrative Agent in accordance with the preceding sentence shall be deemed to have irrevocably waived the right described in this Section 2.06(b)(v). The Borrower shall make any prepayment pursuant to this Section 2.06(b)(v) within three Business Days of the Change in Control Election Date. The foregoing shall not limit the Borrower’s right to make a voluntary prepayment in accordance with Section 2.06(a) in connection with such Change in Control. (vi) For each fiscal year of the Borrower (commencing with the fiscal year ending on December 31, 2021), not later than the tenth Business Day following the date of the most recent Financial Statements delivered or required to be delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and for any such fiscal year, the related compliance certificate has been delivered pursuant to Section 5.01(c“ECF Prepayment Date”), the Borrower shall cause to be prepaid prepay outstanding Loans in an aggregate principal amount equal to (Ax) the Applicable ECF Percentage 100% of Excess Cash FlowFlow for such fiscal year minus (y) optional prepayments of Loans under Section 2.06(a) during such fiscal year (the “ECF Prepayment”); provided that no prepayment shall be required pursuant to this Section 2.06(b)(vi) to the extent that after giving effect to such prepayment U.S. Liquidity would be less than $85,000,000 at the time of making such prepayment; provided that (i) the Borrower shall make the maximum portion of any such ECF Prepayment when due to the extent such payment shall not cause the Borrower to violate the foregoing clause and (ii) the Borrower shall make additional portions of such ECF Prepayment within five (5) Business Days from delivery of financial statements pursuant to Section 5.01(a) or Section 5.01(b) thereafter to the extent that making such payment shall not cause the Borrower to violate the foregoing clause. (vii) Notwithstanding the foregoing, the Borrower shall not be required to apply any Net Proceeds that are the subject of clauses (i) or (ii) above to prepay the Loans to the extent reinvested by the Borrower or any of its Restricted Subsidiaries in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries within 12 months of receipt of such Net Proceeds (or, if anythe Borrower or any Restricted Subsidiary has contractually committed within 12 months following receipt of such Net Proceeds to reinvest such Net Proceeds, for within 18 months from the Fiscal Year covered date of the receipt of such Net Proceeds); provided that (a) no Event of Default shall have occurred and shall be continuing at the time of the earlier of the (x) application of such proceeds and (y) entry into the contractual commitment to apply such Net Proceeds; and (b) any such Net Proceeds not actually reinvested in accordance with the foregoing shall be promptly applied by the Borrower to prepay the Loans; provided further that (i) to the extent such Net Proceeds are attributable to an Asset Sale or Recovery Event of Term Priority Collateral, such Net Proceeds may not be reinvested in cash or Cash Equivalents, accounts receivable, stock inventory, marketable securities, prepaid liabilities or other current assets not constituting Term Priority Collateral (other than in connection with an acquisition of a line of business or operating entity engaged in a Related Business) (it being understood that the Borrower and its Restricted Subsidiaries may hold such Net Proceeds in cash, Cash Equivalents or marketable securities pending reinvestment during the time periods described above, so long as the Borrower shall provide, concurrently with the delivery of the financial statements minus pursuant to Section 5.01(a) or Section 5.01(b), a written notice of such Net Proceeds, identifying in reasonable detail such Net Proceeds in the form of cash, Cash Equivalents or marketable securities, as applicable) and (Bii) notwithstanding anything to the contrary herein, the aggregate amount of Net Proceeds of Asset Sales and Recovery Events that may be reinvested pursuant to this clause (vii) shall not exceed $20,000,000 in any fiscal year (unless the aggregate principal amount of all voluntary prepayments the Loans that has been prepaid or repaid (including with the Net Proceeds of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL FacilityAsset Sales or Recovery Events) during such periodis at least $100,000,000, in each which case to the extent such prepayments are limitation set forth in this sub-clause (ii) shall not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(ivapply). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten Business Days following each date on which If the outstanding Revolving Loans and L/C Obligations at any time exceed the Revolving Credit Commitments then in effect, the Borrower and/or shall prepay the Revolving Loans, and, if necessary, Cash Collateralize the L/C Obligations by the amount necessary to reduce the sum of the aggregate principal amount of Revolving Loans and L/C Obligations then outstanding to an amount which does not exceed the Revolving Credit Commitments then in effect. If at any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness time the Credit Availability as then determined and computed (excluding any Indebtedness permitted to be incurred pursuant to including in the most recent Available Amount Certificate delivered in accordance with Section 7.018.5(d) or Section 8.5(m) hereof) shall be less than $0, the issuance of any Disqualified Equity InterestsBorrower shall within five (5) Business Days, in each caseand without notice or demand, after the Closing Date, pay an amount equal to 100% the amount necessary to increase the Credit Availability to $0 to the Administrative Agent for the account of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv)Lenders as a mandatory prepayment on such Obligations. (ii) Within ten Business Days following each date All prepayments under this Section 1.8(b) shall first be applied to the Revolving Loans until paid in full, then to the Term Loans and the Incremental Term Loans (if any) on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) combined ratable basis with respect to all such Loans until such Loans are paid in full, with any Casualty Event occurring after remaining balance to be held by the Closing DateAdministrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit. Unless the Borrower otherwise directs, an amount equal to 100% prepayments of the Net Cash Proceeds therefrom Loans under this Section 1.8(b) shall be applied as a mandatory repayment first to Borrowings of Base Rate Loans until payment in accordance full thereof with any balance applied to Borrowings of Eurodollar Loans in the requirements order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.08(b)(iv). (iii1.8(b) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and shall be made by the related compliance certificate has been delivered pursuant to Section 5.01(c), payment of the Borrower shall cause principal amount to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flowand, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only any Eurodollar Loans accrued interest thereon to the extent accompanied by a corresponding permanent reduction to date of prepayment together with any amounts due the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds Lenders under Section 1.11 hereof. Each prefunding of Indebtedness, L/C Obligations shall be applied as a mandatory repayment made in accordance with the requirements of Section 2.08(b)(iv)9.4 hereof. (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten Business Days following each date on If, at any time (including, but not limited to, such times as Borrower delivers a Borrowing Base Certificate to the Agent in accordance with the requirements hereof) the aggregate outstanding principal balance of Loans (excluding the Permitted Overadvance as then in effect) exceeds the Borrowing Base then in effect, Borrower shall make a prepayment of the Loans in an aggregate amount at least equal to such excess. Notwithstanding the foregoing, in lieu of making a cash prepayment to reduce such excess, Search may cause additional Eligible Car Loans to be transferred to Borrower for inclusion in the Borrowing Base to at least the extent required to eliminate such excess. Any such transfers made to Borrower by Search pursuant to this Section 2.5(b) or Section 2.6(b) hereof shall be at no cost to Borrower other than that recorded as an intercompany loan by Search to Borrower which shall be unsecured and shall not be payable by Borrower until the Obligations shall have been finally paid in full and the Commitments terminated. (ii) If, at any time, Borrower and/or (A) consummates any restructuring of, or similar transaction with respect to, any of its Restricted Subsidiaries the Existing Securitizations, or (B) receives any proceeds from any incurrence federal income tax refund to the extent related to the operations of Indebtedness (excluding any Indebtedness permitted MSF prior to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, Borrower shall make a prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds therefrom cash proceeds (net of customary transaction costs and expenses payable to non-Affiliates of Borrower in accordance the case of transactions described in clause (A) above) received by Borrower in connection with such transaction or refund, in each case together with accrued interest thereon to the date of prepayment as provided in Section 2.9 hereof. Any such prepayment shall be applied as set forth in Section 2.6 hereof. The mandatory prepayment requirements arising due to the occurrence of Section 2.08(b)(iv)any of the transactions referred to in clause (A) above shall not be construed as or be deemed to constitute a consent by the Banks to any such transaction. (iiiii) Within ten Borrower shall make or cause to be made prepayments of the Loans on a daily basis, on each Business Days following each date on which the Borrower and/or Day, in an amount equal to 100% of all collections in respect of owned Portfolio Loans from any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition source or of any property nature (including without limitation proceeds received from the sale of vehicles securing Repossession Loans) received as of the close of business on the immediately preceding Business Day. Such prepayments shall be made pursuant to the cash management and payment provisions described in Section 3.2 and the Lockbox Agreement. Each such prepayment shall be applied as set forth in Section 2.6 hereof. (iv) If, at any time, Borrower sells, discounts or assets otherwise disposes of any Car Loans or other Collateral, Borrower shall make a prepayment of the Loans in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom cash proceeds received by Borrower in connection with such transaction, together with accrued interest thereon to the date of prepayment as provided in Section 2.9 hereof. Any such prepayment shall be applied as set forth in Section 2.6 hereof. The foregoing mandatory prepayment requirement shall not be construed as or be deemed to constitute a mandatory repayment in accordance with consent by the requirements of Section 2.08(b)(iv)Banks to any such transaction. (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten If, at any time, the Total Outstandings at such time exceed the Maximum Revolving Credit, then, (A) to the extent that the Administrative Agent is exercising its rights to sweep cash under any Control Account, within one Business Days following each date on which Day and (B) to the Borrower extent that the Administrative Agent is not exercising its rights to sweep cash under any Control Account, within three (3) Business Days, in either case, the Borrowers shall prepay the outstanding Loans and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness the Cash Collateralize the outstanding L/C Obligations (excluding any Indebtedness permitted to be incurred including by depositing funds in the L/C Cash Collateral Account pursuant to Section 7.012.04(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 issuance 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 time. (ii) At any time following the occurrence and during the continuation of a Liquidity Period, within one Business Day following the receipt of any Disqualified Equity InterestsNet Cash Proceeds in respect of any Disposition of ABL Priority Collateral or any Net Insurance/Condemnation Proceeds constituting ABL Priority Collateral, in each case, after the Closing Date, Borrowers shall apply an amount equal to 100% of the such Net Cash Proceeds therefrom in accordance or Net Insurance/Condemnation Proceeds, as applicable, received with respect thereto to prepay the requirements outstanding principal amount of Section 2.08(b)(iv). (ii) Within ten Business Days following each 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 on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property such Disposition or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% receipt of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)Insurance/Condemnation Proceeds. (iii) Within 15 days after financial statements have been delivered Prepayments of the Facilities made pursuant to this Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c2.06(b), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with applied, first, to the requirements of Section 2.08(b)(iv)L/C Borrowings, Swingline Loans or Protective Advances, second, ratably to the outstanding Loans and third, to Cash Collateralize the remaining L/C Obligations. (iv) Each prepayment In the case of Loans prepayments of the Facilities required pursuant to clause (i) or (ii) of this Section 2.08(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 pro rata among (without any further action by or notice to or from the Loans. Each prepayment of Borrowers or any tranche of Loans pursuant other Loan Party) to Section 2.08(b) shall be applied to such tranche firstreimburse the L/C Issuer or the Lenders, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Shareas applicable.

Mandatory. (i) Within ten Business Days The Borrower shall, on each Excess Cash Flow Payment Date, prepay an aggregate principal amount of the Advances in an amount equal to (A) prior to Phase II Completion, 90% of the Excess Cash Flow for such Excess Cash Flow Payment Date and (B) following each date on which Phase II Completion, 100% of the Excess Cash Flow for such Excess Cash Flow Payment Date. Each such prepayment shall be applied ratably to the quarterly installments and final installment due under Section 2.03. (ii) The Borrower and/or shall, within 30 days of (a) in the case of clauses (b) and (c) of the definition of “Net Cash Proceeds”, receipt of any Net Cash Proceeds by any Loan Party or any of its Restricted Subsidiaries receives any proceeds from any incurrence and (b) in the case of Indebtedness clause (excluding any Indebtedness permitted a) of the definition of “Net Cash Proceeds”, the expiration of the 6-month period for reinvestment in capital assets as set forth therein (provided that the Borrower shall have given written notice to be incurred pursuant the First Lien Administrative Agent of its intention to Section 7.01) or the issuance reinvest such amounts within 30 days of any Disqualified Equity Interestsreceipt of such amounts), in each case, after prepay an aggregate principal amount of the Closing Date, Advances comprising the Borrowing in an amount equal to 100the amount of such Net Cash Proceeds; provided, however, that, with respect to amounts described in clause (c) of the definition of “Net Cash Proceeds”, the Borrower shall only be required to prepay an aggregate principal amount of the Advances comprising the Borrowing in an amount equal to 50% of the amount of such Net Cash Proceeds. Each such prepayment shall be applied ratably to the quarterly installments and final installment due under Section 2.03. (iii) The Borrower shall prepay an aggregate principal amount of the Advances comprising the Borrowing in an amount equal to the amount of any Insurance Proceeds therefrom received by the Borrower or the First Lien Collateral Agent to the extent contemplated by Sections 7.11 and 7.12 of the Intercreditor Agreement. Each such prepayment shall be applied ratably to the quarterly installments and final installment due under Section 2.03. (iv) Within ten (10) Business Days of Phase II Completion, the Borrower shall prepay an aggregate principal amount of the Advances comprising the Borrowing equal to the amount (if any) remaining in the Expansion Accounts and not otherwise required to fund Expansion Costs. Each such prepayment shall be applied ratably to the quarterly installments and final installment due under Section 2.03. (v) Upon the occurrence of a Sponsor Prepayment Event, within ten (10) Business Days of receipt by the Borrower and the Sponsor of a Sponsor Prepayment Amount Notice, the Borrower shall prepay an aggregate principal amount of the Advances comprising the Borrowing equal to the amount of the Sponsor Prepayment Contribution required to be made by the Sponsor in connection with such Sponsor Prepayment Event pursuant to Section 2.1.1(c) of the Equity Support Agreement; provided that the application of any Sponsor Prepayment Contribution to the prepayment of the Advances in accordance with the requirements terms of the Intercreditor Agreement shall be deemed to satisfy the Borrower’s obligations under this Section 2.08(b)(iv2.06(b)(v). Each such prepayment shall be applied ratably to the quarterly installments and final installment due under Section 2.03. (vi) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 8.04(c). (iivii) Within If at any time the Borrower is required to make a prepayment pursuant to this subsection (b), each Lender, at its option, may elect not to accept such prepayment. The First Lien Administrative Agent shall give each Lender written notice of any prepayment required to be made by the Borrower pursuant to this subsection (b) (a “Prepayment Notice”) indicating the date on which such prepayment shall be made (the “Prepayment Date”) (which date shall be ten Business Days after the date of such Payment Notice) and the amount of such prepayment (the “Prepayment Amount”). Any Lender declining such prepayment (a “Declining Lender”) shall give written notice to the First Lien Administrative Agent by 11:00 A.M. (New York City time) at least seven Business Days prior to the Prepayment Date (the “Declining Date”). Promptly following each date on which the Borrower and/or any Declining Date, the First Lien Administrative Agent shall notify (a “Initial Declined Amount Notice”) the Lenders other than the Declining Lenders (such Lenders being the “Accepting Lenders”) as to the amounts that would otherwise have been applied to prepay the Advances, as applicable, owing to the Declining Lenders (the “Initial Declined Amount”). The Accepting Lenders may elect to accept their ratable share of its Restricted Subsidiaries receives Net Cash Proceeds the Initial Declined Amount as an additional prepayment and shall notify the First Lien Administrative Agent in writing of such election by 11:00 A.M. (New York City time) at least five Business Days prior to the Prepayment Date. To the extent (A) from a disposition of any property or assets Lender fails to respond in an Asset Sale occurring after writing to the Closing Prepayment Notice at least seven Business Days prior to the Prepayment Date or (B) any Accepting Lender fails to respond in writing to the Initial Declined Amount Notice at least five Business Days prior to the Prepayment Date, then such Lender, with respect to such Prepayment Amount, or such Accepting Lender, with respect to such Initial Declined Amount, shall be deemed to have declined to accept its pro rata share of such Prepayment Amount or Initial Declined Amount, as the case may be. (viii) If at any Casualty Event occurring after time the Closing Date, an amount equal to 100% First Lien Administrative Agent shall have received funds as a result of the Net Cash Proceeds therefrom shall be Sponsor’s making of a Sponsor Prepayment Contribution and any such funds have not been applied as a mandatory repayment to prepayment of the Advances in accordance with the requirements of Section 2.08(b)(iv). (iii2.06(b)(v) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case as a result of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during Declining Lenders declining such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment prepayment in accordance with Section 2.06(b)(vii) above, the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant First Lien Administrative Agent shall promptly cause such funds to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, transferred to the scheduled installments thereof occurring within Account Bank for deposit into the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata ShareDollar Revenue Account.

Mandatory. (i) Within ten In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Domestic Subsidiary, the Borrower shall, within five Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted after such Net Cash Proceeds are received, pay or cause to be incurred pursuant paid to Section 7.01) or the issuance Administrative Agent for the account of any Disqualified Equity Intereststhe Lender Parties an aggregate principal amount of the Advances comprising part of the same Borrowing, in each case, after the Closing Date, an aggregate amount equal to 100% of such Net Cash Proceeds, provided that, in the case of any event described in clause (a) or (c) of the definition of “Net Cash Proceeds”, if the Borrower or any Subsidiary applies the Net Cash Proceeds therefrom from such event (or a portion thereof) (i) within 365 days after receipt of such Net Cash Proceeds and (ii) at a time when no Default has occurred and is continuing, to acquire real property, equipment or other tangible assets to be used in accordance with the requirements business of Section 2.08(b)(ivthe Borrower and the Subsidiaries ( provided that, the Borrower has delivered to the Administrative Agent within five Business Days after such Net Cash Proceeds are received a certificate of a Responsible Officer stating its intention to do so and certifying that no Default has occurred and is continuing), then no prepayment shall be required pursuant to this paragraph in respect of the Net Cash Proceeds in respect of such event (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Cash Proceeds that have not been so applied by the end of such 365 days (or, if committed during such 365 days to be so applied, within 180 days of the end of such 365 days), at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so applied. Each such prepayment shall be applied to the installments of Term Facility pro rata. (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds All prepayments under this subsection (Ab) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance made together with accrued interest to the requirements date of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) 2.11 and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv10.04(c). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten The Borrower shall prepay in accordance with Section 2.04(c) amounts in the Distribution Suspense Account, to the extent required to be prepaid in accordance with Section 2.16(j)(ii). (ii) In the event of any termination or reduction of Working Capital Commitments pursuant to Section 2.05, Borrower shall repay or prepay its outstanding Working Capital Loans and L/C Loans in an amount, and Cash Collateralize the Letters of Credit in an amount equal to 102% of the amount, by which the Outstanding Amount of the Total Working Capital Exposure of the Working Capital Lenders exceeds the Working Capital Commitments or the Outstanding Amount of the L/C Obligations of the L/C Issuers exceeds the aggregate L/C Issuer Commitments, as applicable; provided that any amount provided to Cash Collateralize the Letters of Credit under this clause shall be returned to Borrower to the extent that, after giving effect to such return, Borrower would remain in compliance with this clause and no Event of Default shall have occurred and be continuing. (iii) If an Equity Sale or a Total Sale occurs, the Borrower shall prepay in accordance with Section 2.04(c), on or prior to the date which is five (5) Business Days following each after the date on which of receipt by the Borrower and/or of the Net Proceeds thereof, an aggregate principal amount of Term Loans in an amount equal to the applicable Prepayment Amount; provided that, the Borrower shall make such mandatory prepayments with the Net Proceeds thereof and, solely to the extent necessary, other cash of the Borrower in an amount equal (together with such Net Proceeds) to the applicable Prepayment Amount. (iv) If the Borrower incurs or issues any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness after the Closing Date (other than Indebtedness not prohibited under ‎Section 7.02 (excluding any Indebtedness permitted to be incurred pursuant to clause (n) of the definition of “Permitted Debt”, which results in the receipt by the Borrower of Net Proceeds, the Borrower shall prepay in accordance with Section 7.012.04(c) or the issuance an aggregate principal amount of Term Loans, together with all Swap Termination Amounts then due and payable as a result of any Disqualified Equity Interestssuch prepayment, in each case, after the Closing Date, an amount equal to 100% of Net Proceeds received therefrom, on or prior to the fifth (5th) Business Day following receipt thereof by the Borrower (except, for any Swap Termination Amounts, on the day set forth in Section 2.04(c)). (v) If the Borrower receives any Net Cash Proceeds therefrom resulting from any Disposition, Material Contract Payment or Casualty Event, the Borrower shall prepay in accordance with Section 2.04(c), on or prior to the date which is five (5) Business Days after the receipt by the Borrower of such Net Proceeds, an aggregate principal amount of Term Loans equal to the applicable Prepayment Amount with respect to such Disposition, Material Contract Payment or Casualty Event. (vi) If any Transportation Agreement shall have been terminated, and such terminated Transportation Agreement is not replaced on substantially similar terms on or prior to the date that is six (6) months after such termination, the Borrower shall prepay in accordance with Section 2.04(c) an aggregate principal amount of Term Loans in an amount equal to one hundred percent (100%) of cash available at level Eighth of Section 2.16(i) on each Quarterly Payment Date following such six-month period until the date on which Debt Service Coverage Ratio shall equal or exceed 1.30:1.00. (vii) If the Term Conversion Date has not occurred on or before the last Business Day of June 2022 or September 2022 as a result of an extension of the Date Certain (in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(cdefinition thereof), the Borrower shall cause prepay in accordance with Section 2.04(c)(i), to be prepaid Loans equal the extent of amounts on deposit in or credited to (A) the Applicable ECF Percentage of Excess Cash FlowRevenue Account, if any, for the Fiscal Year covered by such financial statements minus (B) the an aggregate principal amount of all voluntary prepayments of Term Loans and ABL Loans (in an amount equal to the case principal amount of the ABL Loans, only to Term Loans that would have been payable on such date (as applicable) if no such extension of the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)Date Certain had occurred. (ivviii) Each prepayment of Loans pursuant Notwithstanding anything to this Section 2.08(bthe contrary in Sections 2.04(b)(iii), (b)(iv), (b)(v), (b)(vi) shall be applied pro rata among or (b)(vii), if at the Loans. Each prepayment time of any tranche such prepayment under any such subsection the Borrower is required to prepay or to offer to repurchase or make payment of Loans pursuant any Additional Pari Passu Permitted Debt with the Net Proceeds received with respect to Section 2.08(b) shall be applied to any such tranche firstsubsection, to accrued interest and fees due on then the amount of the prepayment of Borrower may apply such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 Net Proceeds on a pro rata basisbasis to the Term Loans and Additional Pari Passu Permitted Debt (determined with reference to the outstanding principal amount of each at such time, in each casetaking into account any Swap Termination Amounts resulting from such prepayment) and the amount of prepayment of the Term Loans shall be reduced by such amount applied to repay such Additional Pari Passu Permitted Debt; provided, further, that, to be allocated among the appropriate Lenders extent the holders of Additional Pari Passu Permitted Debt decline to have such indebtedness repurchased or prepaid, the Borrower shall promptly (and in any event within five (5) Business Days following such rejection) apply such declined amount of Net Proceeds to prepayment of the Term Loans in accordance with such Lenders’ respective Pro Rata ShareSection 2.04(c)(i).

Mandatory. (i) Within ten Business Days following each The Borrower shall, on the date on which of receipt by it of Net Proceeds from the issuance by the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence the Refinancing Securities, prepay an aggregate principal amount of Indebtedness the outstanding Advances equal to the lesser of (excluding any Indebtedness permitted to be incurred A) the aggregate outstanding principal amount of the Advances (plus all amounts payable pursuant to clause (iii) of this Section 7.012.05(b) or and all fees, expenses, costs, indemnification payments and all other amounts payable hereunder) and (B) the issuance aggregate amount of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the such Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv)Proceeds. (ii) Within ten Business Days following each date on which In the event that the Maturity Date shall be extended pursuant to Section 3.03, the Borrower and/or any shall, on the final Business Day of its Restricted Subsidiaries receives Net Cash Proceeds September, 2000, prepay an aggregate principal amount of the outstanding Advances equal to the lesser of (A) from a disposition the aggregate outstanding principal amount of any property or assets in an Asset Sale occurring after the Closing Date or Advances (plus all amounts payable pursuant to clause (iii) of this Section 2.05(b) and all fees, expenses, costs, indemnification payments and all other amounts payable hereunder) and (B) with respect to any Casualty Event occurring after the Closing Date, an aggregate amount equal to 100% of Available Cash of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with Borrower for the requirements period from the Initial Maturity Date through such final Business Day of Section 2.08(b)(iv)September, 2000. (iii) Within 15 days after financial statements have been delivered All prepayments under this Section 2.05(b) shall be made together with (A) all accrued interest to the date of such prepayment on the principal amount prepaid and (B) if any prepayment of a Eurodollar Rate Advance is made on a date other than the last day of an Interest Period for such Advance, any amounts owing pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv9.04(c). (iv) Each prepayment of Loans pursuant to All prepayments under this Section 2.08(b2.05(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant first to Section 2.08(bpay fees, expenses, costs, indemnification payments and all other amounts (other than principal and interest) shall be applied payable hereunder, second to such tranche first, to accrued pay interest and fees due on third to prepay the amount outstanding principal of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata ShareAdvances.

Mandatory. (i) Within ten Business Days following each date on which the Borrower and/or If, at any time, any Loan Party or any of its Restricted Subsidiaries receives shall receive Net Cash Proceeds from (x) any proceeds Asset Sale (other than any Asset Sale resulting from a Permitted Factoring Transaction or the Irish Transaction) or (y) any Recovery Event and, unless and to the extent that a Reinvestment Notice shall be delivered in respect thereof, the Term Loan Borrower shall, within five Business Days after the date of the receipt of such Net Cash Proceeds by such Loan Party or any of its Subsidiaries prepay an aggregate principal amount of outstanding Term Advances equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Advances. (i) [Reserved.] (ii) If, at any time, any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness any Debt (excluding other than any Indebtedness Debt permitted to be incurred pursuant to under Section 7.015.02(b) or (other than any Refinancing Debt), the issuance of any Disqualified Equity InterestsTerm Loan Borrower shall, in each case, within one Business Day after the Closing Datedate of receipt of such Net Cash Proceeds by such Loan Party or any of its Subsidiaries, prepay the Term Advances in an amount equal to 100% of the such Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv)Proceeds.[Reserved. (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv).] (iii) Within 15 days Commencing with the Fiscal Year ending December 31, 2019, not later than five Business Days after the earlier of (i) the date on which ▇▇▇▇ is required to deliver financial statements have been delivered pursuant to Section 5.01(a) (commencing with respect of each Fiscal Year 2012under Section 5.03(c) for such Fiscal Year and (ii) the related compliance certificate has been delivered pursuant to Section 5.01(c)date on which such financial statements are actually delivered, the Term Loan Borrower shall cause to be prepaid Loans prepay the 2018 New Term B Advances in an amount equal to (A) the Applicable ECF Percentage times the amount of Excess Cash Flow, if any, Flow for the such Fiscal Year covered by such financial statements minus (B) the amount of any voluntary prepayments, repurchases or redemptions of principal during such Fiscal Year (in each case to the extent not financed with the proceeds of Funded Debt), in each case, not previously deducted pursuant to this clause (B) in any prior period of (I) Term Advances (provided that with respect to any prepayment of Term Advances below the par value thereof, the aggregate amount of such prepayment for purposes of this clause (B) shall be the amount of the Term Loan Borrower’s actual cash payment in respect of such prepayment) and (II) any other Debt permitted hereunder that is secured by the Collateral on a pari passu basis with the Obligations (in the case of any revolving Debt, solely to the extent accompanied by permanent commitment reductions); provided that prepayment shall only be required pursuant to this Section 2.06(b)(iii) for any Fiscal Year if the amount calculated pursuant to clause (A) above exceeds $10,000,000 (and then only to the extent of such excess).[Reserved.] (iv) If on any date, as a result of fluctuations in exchange rates (which shall be calculated by the Administrative Agent on each Revaluation Date) or otherwise, the Administrative Agent notifies ▇▇▇▇ that, (A) the sum of (x) the aggregate principal amount of the Revolving Credit Advances, Unreimbursed Amounts, the Letter of Credit Advances and the Swing Line Advances then outstanding plus (y) the aggregate Available Amount of all voluntary prepayments Letters of Loans and ABL Loans Credit then outstanding (in each case determined by the Equivalent thereof in Dollars in the case of any Advance or Letter of Credit denominated in a Committed Currency) exceeds (B) 105% of the ABL Loansaggregate Revolving Credit Commitments on such date, only the Revolving Credit Borrowers shall, as soon as practicable and in any event within three Business Days after receipt of such notice, prepay (with no corresponding commitment reduction) an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, Unreimbursed Amounts, the Letter of Credit Advances and the Swing Line Advances (and/or deposit cash collateral in respect of Letters of Credit then outstanding) in an amount sufficient to reduce such sum to an amount not to exceed 100% of the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during aggregate Revolving Credit Commitments on such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)date. (ivv) Each prepayment The Revolving Credit Borrowers 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 Loans pursuant to this Section 2.08(b) shall be applied pro rata among all Letters of Credit (determined by the Loans. Each prepayment Equivalent thereof in Dollars in the case of any tranche Letter of Loans pursuant to Section 2.08(bCredit denominated in a Committed Currency) shall be applied to then outstanding exceeds the Letter of Credit Sublimit on such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata ShareBusiness Day.

Mandatory. If the Administrative Agent notifies the Borrowers at any time that the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two (i2) Within ten Business Days following each date on after receipt of such notice, the Borrowers shall prepay Loans and/or the Borrowers shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to the amount by which the Borrower and/or Total Outstandings exceed the Aggregate Commitments; provided, however, that, subject to the provisions of Section 2.16(a), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. If the Company or any of its Restricted Subsidiaries receives Disposes of any proceeds from any incurrence property in accordance with and permitted by Section 7.02(f) which results in the realization by such Person of Indebtedness Net Cash Proceeds, 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 (excluding any Indebtedness permitted such prepayments to be applied as set forth in clause (b)(v) 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 Section 7.01a capital markets transaction or any substitutions thereof, after the Amendment No. 6 Closing Date, 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 Subsidiary (such prepayments to be applied as set forth in clause (b)(v) below). 63 89826417_6 Upon the sale or issuance by the Company or any of its Subsidiaries of any of its Capital Stock after the Amendment No. 6 Closing Date (other than any sale or issuance of Capital Stock in connection with employee benefit arrangements), 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 Subsidiary (such prepayments to be applied as set forth in clause (b)(v) below). Each prepayment pursuant to the foregoing provisions of this Section 2.05(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 Disqualified Equity Interestsevent within 30 days upon such receipt of proceeds), to prepay on a pro rata basis based on outstanding balances under each of this Agreement, the Existing Revolving Credit Agreement, the Existing 2015 Term Loan Credit Agreement and the Note Purchase Agreements, in each case, after the Closing Date, an amount equal to 100% as of the Net Cash Proceeds therefrom in accordance with last day of the requirements fiscal quarter immediately preceding such Disposition or incurrence of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any Indebtedness or issuance of its Restricted Subsidiaries receives Net Cash Proceeds Capital Stock, as applicable, (A) from a disposition of any property or assets in an Asset Sale occurring first, Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement, and, after all amounts owing under the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements Existing 2015 Term Loan Credit Agreement have been delivered pursuant to Section 5.01(a) satisfied in full, Loans outstanding hereunder and under the Existing Revolving Credit Agreement (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis), 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 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 allocated among the appropriate Lenders used to prepay Indebtedness in accordance with such Lenders’ respective Pro Rata Sharesubsection (A).

Mandatory. Mandatory partial principal payments (together with the Prepayment Premium then due in respect of such payment, if any, to the extent such prepayment is applied to the Class of Term Loans made on the Second Amendment Effective Date) shall be due from time to time if, (i) Within ten Business Days following each date on which due to an increase in the Borrower and/or aggregate amount of Unsecured Indebtedness of the Consolidated Group or any reduction in the Unencumbered Pool Value or in the Adjusted Unencumbered Pool NOI, whether by an Unencumbered Pool Property failing to continue to satisfy the requirement for qualification as a Qualifying Unencumbered Pool Property or by a reduction in the Unencumbered Pool Value or the Adjusted Unencumbered Pool NOI attributable to any Unencumbered Pool Property, the Unsecured Indebtedness of its Restricted Subsidiaries receives any proceeds from any incurrence the Consolidated Group shall be in excess of Indebtedness (excluding any Indebtedness the maximum amount permitted to be incurred pursuant to outstanding under clause (iii) of Section 7.016.21 or (ii) or without limiting the issuance effect of any Disqualified Equity Interestsother provision of this Agreement requiring such a principal payment, any of the categories of the Obligations described in clauses (i) - (ii) of Section 2.1(a) shall be in excess of the maximum amount set forth in the applicable clause. Such principal payments shall be in the amount needed to restore Borrower to compliance with such covenants or such maximum amount. Such mandatory principal payments shall be due and payable (iX) in the case of any such reduction arising from results reported in athe quarterly financial statementstatements of Parent and related Compliance Certificate, ten (10) Business Days after delivery of such quarterly financial statementstatements and Compliance Certificate under Section 6.1 evidencing such reduction or (iiY) in all other cases, ten (10) Business Days after Borrower’s receipt of written notice from the Administrative Agent of the existence of any condition requiring any such mandatory principal payment (which written notice shall include reasonably detailed evidence in support of such determination).; provided, however, that with respect to a mandatory partial principal payment required in respect of clause (i) of the foregoing sentence, the Borrower may elect, in lieu of making such mandatory partial principal payment hereunder, to reduce other Unsecured Indebtedness of the Consolidated Group in the amount needed to restore Borrower to compliance with such covenants, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv)within such applicable ten (10) Business Day period. (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten Business Days following each date on which Upon the incurrence or issuance by the Borrower and/or or any of its Restricted Subsidiaries receives of any proceeds from any incurrence of Indebtedness (excluding any other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.017.03) the Borrower shall prepay (or the issuance Cash Collateralize, as applicable) an aggregate principal amount of any Disqualified Equity Interests, in each case, after the Closing Date, an amount Pro Rata Obligations equal to 100% of the Net gross cash proceeds received by the Borrower or any of its Subsidiaries therefrom less all reasonable and customary out-of-pocket legal, underwriting and other fees, costs and expenses incurred or reasonably anticipated to be incurred within 90 days thereof in connection therewith immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments (or Cash Proceeds therefrom Collateralization) to be applied as set forth in accordance with the requirements of Section 2.08(b)(ivclauses (ii) and (iv) below). (ii) Within ten Business Days following each date on which the Borrower and/or any Each prepayment (or Cash Collateralization, as applicable) of its Restricted Subsidiaries receives Net Cash Proceeds (APro Rata Obligations pursuant to this Section 2.05(b) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment applied, first, to the Incremental Term Loans held by all Incremental Term Loan Lenders in accordance with their Applicable Percentages (allocated pro rata to principal repayment installments thereof as set forth in the requirements applicable Joinder Agreement), 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 (iv) of this Section 2.08(b)(iv)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 Borrower. 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. (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and If for any reason the related compliance certificate has been delivered pursuant to Section 5.01(c)Total Revolving Credit Outstandings at any time exceed the Revolving Credit Commitments at such time, the Borrower shall cause to be prepaid 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 (A105% of the face amount thereof) in an aggregate amount sufficient to reduce the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) Total Revolving Credit Outstandings to the aggregate principal Revolving Credit Commitments. If for any reason the Outstanding Amount of L/C Obligations at any time exceed the Letter of Credit Sublimit at such time, the Borrower shall immediately prepay L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the Outstanding Amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only L/C Obligations to the extent accompanied by a corresponding permanent reduction Letter of Credit Sublimit. If for any reason the Outstanding Amount of Swing Line Loans at any time exceeds the Swing Line Sublimit at such time, the Borrower shall immediately prepay Swing Line Loans in an aggregate amount sufficient to reduce the Outstanding Amount of Swing Line Loans to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)Swing Line Sublimit. (iv) Each prepayment Prepayments of Loans the Revolving Credit Facility made pursuant to this Section 2.08(b2.05(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 the 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 pro rata among ratably to the outstanding Revolving Credit Loans. Each Amounts to be applied pursuant to this Section 2.05(b) to the mandatory prepayment of Incremental Term Loans and Revolving Credit Loans shall be applied, as applicable, first to reduce outstanding Base Rate Loans and any tranche of Loans pursuant to Section 2.08(b) amounts remaining after such application shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such prepay Eurodollar Rate Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten Business Days following each date on which From and after the Effective Date the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100shall prepay outstanding Loans with 50% of the Net Cash Proceeds therefrom in accordance with received by Spirit REIT, the requirements Borrower or any Subsidiary of Section 2.08(b)(iv). the Borrower from any Mandatory Prepayment Event that occurs on or after the Effective Date. The Borrower shall make such payments to the Administrative Agent for the account of the Lenders, within five (ii5) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives after such Net Cash Proceeds are received. In the case of any prepayment made or to be made in connection with this Section 2.5(b): (A) from the Borrower shall deliver to the Administrative Agent at least three (3) Business Days’ prior written notice of such prepayment together with a disposition certificate of any property or assets a Responsible Officer of the Borrower setting forth in an Asset Sale occurring after reasonable detail the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% calculation of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus prepaid; (B) the aggregate principal Administrative Agent will promptly notify each Lender of its receipt of such notice of prepayment and of the amount of all voluntary prepayments such Lender’s Pro Rata Share of Loans such prepayment; (C) the Borrower shall make such prepayment and ABL Loans the payment amount specified in such notice of prepayment shall be due and payable on the date specified therein; (in the case D) any prepayment of the ABL Loans, only to the extent a LIBOR Loan shall be accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such periodall accrued interest thereon, in each case to the extent such prepayments are not funded together with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans additional amounts required pursuant to Section 2.08(b5.4; and (E) each such repayment shall be applied to such tranche first, to accrued interest and fees due on the amount applicable Loans of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ their respective Pro Rata ShareShares. The failure of the Borrower to make a required repayment under this Section 2.5(b) following the occurrence of a Mandatory Prepayment Event shall constitute an Event of Default hereunder. Any Loans that are prepaid may not be reborrowed.

Mandatory. (i) Within ten If the Borrower effects a Repricing Transaction on or prior to the first anniversary of the Restatement Date, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, a prepayment premium of 1.00% of the aggregate principal amount of the Advances so modified, prepaid, refinanced, substituted or replaced. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (ii) Subject to the Intercreditor Agreement, if the Borrower or any Subsidiary completes an Asset Sale or is subject to a Casualty Event, in each case which results in Net Cash Proceeds in excess of the greater of $5,000,000 and 2% of Consolidated Total Assets in any fiscal year, then the Borrower shall, no later than five Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interestsreceipt thereof, in each case, after the Closing Date, apply an amount equal to 100% of the such Net Cash Proceeds therefrom to prepay to the Lenders on a pro rata basis the outstanding principal amount of the Advances; provided that, (A) if no Event of Default exists or would arise therefrom, then such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate by a Responsible Officer of the Borrower to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are reasonably expected to be reinvested in accordance with fixed or capital assets of any Credit Party within 360 days following the requirements date of Section 2.08(b)(ivsuch Asset Sale or Casualty Event (which officers’ certificate shall set forth the estimates of the proceeds to be so expended); and (B) if all or any portion of such Net Cash Proceeds are not reinvested within such 360-day period as provided in clause (A) above, then 100% of such unused portion shall be applied on the last day of such period first to prepay to the Lenders on a pro rata basis the outstanding principal amount of the Advances. (iiiii) Within ten Subject to the Intercreditor Agreement, if the Borrower or any Subsidiary receives Debt Incurrence Proceeds other than those resulting from Permitted Debt, then not later than five Business Days following each date on which the receipt of such proceeds, the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets shall prepay the Advances in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)such Debt Incurrence Proceeds. (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten five (5) Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements are required to have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 20126.01(a) and the related compliance certificate has Compliance Certificate is required to have been delivered pursuant to Section 5.01(c6.02(a) (the date any such prepayment is required to be made, an “ECF Payment Date”), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, for the Fiscal Year fiscal year of the Borrower covered by such financial statements (commencing with the fiscal year of the Borrower ending December 31, 2013) minus (B) the sum of (1) the aggregate principal amount of all any voluntary prepayments of Term Loans and ABL Loans made pursuant to Section 2.05(a) during such fiscal year or on or prior to the applicable ECF Payment Date (in the case of the ABL Loans, only without duplication) to the extent accompanied by a corresponding permanent reduction financed with Internally Generated Cash Flow and (2) solely to the “Commitments” as defined extent the amount of the Revolving Credit Commitments are permanently reduced pursuant to Section 2.06 in connection therewith (and solely to the ABL Facilityextent of the amount of such reduction), the aggregate principal amount of any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) during such periodfiscal year or, in each case at the Borrower’s option, on or prior to the applicable ECF Payment Date (without duplication) to the extent financed with Internally Generated Cash Flow; provided, that, with respect to any fiscal year, such prepayments are not funded percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of such fiscal year was less than or equal to 3.75:1.00; and provided, further, that no mandatory prepayment under this Section 2.05(b)(i) shall be required with respect to any fiscal year if the Total Leverage Ratio as of the last day of such fiscal year was less than or equal to 3.25:1.00. (ii) [Reserved.] (iii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a) through (h) or (l) through (o)) or (y) any Casualty Event occurs, which results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is five (5) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(iii)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(iii)(B) (which election may only be made if no Event of Default has occurred and is then continuing); provided further that if at the time that any such prepayment would be required, the Borrower is required (or required to offer) to repay or repurchase any Indebtedness permitted to be incurred hereunder that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be applied as a mandatory repayment allocated to the Term Loans in accordance with the requirements of Section 2.08(b)(iv). (ivterms hereof) Each to the prepayment of the Term Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.08(b2.05(b)(iii) shall be applied pro rata among reduced accordingly; provided further, that to the Loans. Each prepayment extent the holders of Other Applicable Indebtedness decline to have such indebtedness repaid or repurchased, the declined amount shall promptly (and in any tranche event within five (5) Business Days after the date of Loans pursuant to Section 2.08(bsuch rejection) shall be applied to such tranche first, to accrued interest and fees due on prepay the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders Term Loans in accordance with such Lenders’ respective Pro Rata Sharethe terms hereof.

Mandatory. (i) Within If (1) the Borrower or any Subsidiary Disposes of any property or assets (other than Dispositions expressly contemplated by the Approved Budget or set forth on Schedule 7.04) or (2) any Casualty Event occurs, that results in the realization or receipt by the Borrower or such Subsidiary of Net Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days following each after the date on which of the realization or receipt by the Borrower and/or any or such Subsidiary of its Restricted Subsidiaries receives any proceeds from any incurrence such Net Proceeds an aggregate amount of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, Term Loans in each case, after the Closing Date, an amount equal to 100% of all Net Proceeds received; provided that, solely with respect to a Disposition made in reliance on Section 7.04(u), no prepayment will be required under this Section 2.05(b) solely to the Net Cash Proceeds therefrom extent Liquidity would be less than $50,000,000 after giving effect to such prepayment or would be projected, in accordance with the requirements good faith determination of Section 2.08(b)(iv)the Borrower, to fall below $50,000,000 at any time during the term of this Agreement. (ii) Within ten Business Days following each date on which the Borrower and/or If any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of Loan Party or any property Subsidiary incurs or assets in an Asset Sale occurring issues any Indebtedness after the Closing Date or (B) with respect to any Casualty Event occurring after other than, in the Closing Date, an amount equal to 100% case of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Borrower or any Subsidiary, Indebtedness permitted under Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c7.02), the Borrower shall cause to be prepaid (subject to the payment of the Prepayment Premium) an aggregate 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 (A5) Business Days after the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered receipt by such financial statements minus Loan Party or Subsidiary of such Net Proceeds. (Biii) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)[Reserved]. (iv) [Reserved]. (v) Each prepayment of Term Loans pursuant to this Section 2.08(b2.05(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in basis to each case, to be allocated among the appropriate Lenders then outstanding Term Loans in accordance with such Lenders’ the each Lender’s respective Pro Rata Share, subject to clause (vi) of this Section 2.05(b). (vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) promptly, and in no event more than three (3) Business Days, following the event giving rise to such mandatory 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 Lender of the contents of the Borrower’s prepayment notice and of such ▇▇▇▇▇▇’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (i) and (iv) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day prior to the proposed date of such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds remaining thereafter may be retained by the Borrower.

Mandatory. (i) Within ten Business Days following each date on which If for any reason the Total Outstandings at any time exceed the Commitment at such time, Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, shall immediately prepay Loans in each case, after the Closing Date, an aggregate amount equal to 100% of such excess (without any permanent reduction in the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(ivCommitments). (ii) Within ten Business Days following each date on which If the Commitments are permanently reduced to zero at any time, whether pursuant to an optional reduction thereof under Section 2.04 or otherwise, Borrower and/or shall prepay in full, and there shall become due and payable, all outstanding Obligations with respect to the Loans at such time. (iii) In the event Borrower makes any Disposition of Collateral (including by the sale of any Loan Party that owns any Collateral) (other than Dispositions expressly permitted to pursuant to Section 7.02), Borrower shall promptly prepay Loans in an aggregate amount equal to the amount of Net Cash Proceeds received. (iv) Upon the incurrence or issuance by any Loan Party or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property Indebtedness (other than Indebtedness expressly permitted to be incurred or assets in issued pursuant to Section 7.04), Borrower shall promptly prepay an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an aggregate principal amount of Loans equal to 100% of the all Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)received therefrom. (v) Any Extraordinary Receipt received by or paid to or for the account of Borrower or any of its Subsidiaries in respect of Collateral shall promptly prepay Loans in an amount equal to the amount of Net Cash Proceeds received. (vi) Promptly following the PIPE Closing Date, Borrower shall prepay in full, and there shall become due and payable (without any permanent reduction in the Commitments), all outstanding Obligations with respect to the Loans at such time. (vii) Prepayments of the Obligations made pursuant to clauses (iii) Within 15 days after financial statements have been delivered pursuant to through (v) of this Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c2.03(b), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with ratably to the requirements of Section 2.08(b)(iv)outstanding Obligations. (ivviii) Each Any prepayment of Loans pursuant principal made or required to be made under this Section 2.08(b) 2.03 shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accompanied by all accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Shareprepaid.

Mandatory. (i) Within ten Business Days following each The Borrower shall, on the date on which of receipt of the Net Cash Proceeds (x) by any direct or indirect owner of a majority of the Borrower's Voting Stock (other than Time Warner, Inc.) from the incurrence, sale or issuance of any Permanent Securities (other than common stock of the Borrower) or (y) by the Borrower and/or or any of its Restricted Subsidiaries receives from (A) the incurrence or issuance by the Borrower or any proceeds from of its Subsidiaries of any incurrence of Indebtedness (including without limitation, any Permanent Securities but excluding any (1) prior to the consummation of the Exchange, (I) Permitted Bank Indebtedness permitted to be and (II) other Indebtedness not otherwise provided in clause (I) above incurred pursuant to Section 7.015.02(a) (other than pursuant to Section 5.02(a)(vii) or clause (B) of Section 5.02(a)(xiv) and (2) after consummation of the Exchange, Permitted Other Indebtedness) and (B) the sale or issuance by the Borrower or any of its Subsidiaries of any Capital Stock to any Person other than the Borrower or a Subsidiary of the Borrower (including, without limitation, receipt of any capital contribution by the Borrower or any of its Subsidiaries from any direct or indirect owner of a majority of the Borrower's or such Subsidiary's Voting Stock and issuance of any Disqualified Equity InterestsPermanent Securities but excluding any such sale or issuance to employees, officers and directors of the Borrower or any of its Subsidiaries pursuant to an employee stock option plan or employee stock purchase plan or in connection with bona fide compensation arrangements) subject to subsection (iii) below, prepay an aggregate principal amount of the Callable Advances comprising part of the same Borrowings in an amount equal to the amount of such Net Cash Proceeds. Subject to subsection (iii) below, each such prepayment shall be applied ratably to the Bridge Facility. (A) At any time prior to the consummation of the Exchange, the Borrower shall, within 3 Business Days after the date of receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries from any Asset Sale or Asset Exchange not referred to in subsection (i) above, unless a Reinvestment Notice shall have been delivered in respect thereof in accordance with the terms of the Bank Credit Facility, and subject to subsection (iii) below, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to the amount of such Net Cash Proceeds remaining, if any, after such Net Cash Proceeds have been applied to repay any amounts outstanding under the Bank Credit Facility that are required by the terms thereof to be prepaid from such Net Cash Proceeds (unless such prepayment is expressed waived by the requisite Senior Lenders thereunder in accordance with the terms thereof); provided, however, that notwithstanding the foregoing, (I) the aggregate Net Cash Proceeds of Asset Sales and Asset Exchanges that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $30,000,000 at any time, other than with respect to Asset Sales permitted under Section 5.02(d)(ix) at any time (in each case, after the Closing giving effect to any actual reinvestment of such Net Cash Proceeds in accordance with a Reinvestment Notice) and (II) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Advances as set forth in Section 2.05(b)(iii). Subject to subsection (iii) below, each such prepayment shall be applied ratably to the Bridge Facility. (B) At any time after the consummation of the Exchange, the Borrower shall, subject to subsections (iii) and (iv) below, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in accordance with Section 5.02(e). (iii) Prepayments of the Bridge Facility made pursuant to clause (b)(i) above shall be applied ratably to prepay Callable Advances then outstanding, comprising part of the TWT Bridge Credit Agreement same Borrowing, until such Advances are paid in full. Prepayments of the Bridge Facility made pursuant to clause (b)(ii) above shall be applied ratably first to prepay Callable Advances then outstanding, comprising part of the same Borrowing, until such Advances are paid in full and second to prepay Non-Call Advances then outstanding and owing to the Lenders, at the option of each such Lender as set forth in subsection (iv) below. (iv) Upon the occurrence of any Receipt Date, each Lender to which a Non-Call Advance is then owing shall have the right to require the Borrower to prepay all or any portion of the Non-Call Advances owing to such Lender pursuant to an offer made in the manner described below (each, an "OFFER TO PREPAY"), in an amount equal to 100% of the Net Cash Proceeds therefrom aggregate principal amount thereof plus accrued and unpaid fees and interest, if any, thereon and amounts, if any, owing in respect thereof pursuant to Section 8.04(c), in each case to the date of such prepayment (the "PREPAYMENT"). At least 5 Business Days prior to the expected Receipt Date, the Borrower shall notify the Administrative Agent as to the expected occurrence of such Receipt Date, and the Administrative Agent shall deliver a notice on behalf of the Borrower to each such Lender stating: (A) that the Offer to Prepay is being made pursuant to this Section 2.05(b)(iv); (B) the parties, and the events or circumstances giving rise, to the Receipt Date in respect of which such Offer to Prepay is being made, in reasonable detail; (C) the prepayment amount for the Non-Call Advances owing to such Lender and the Prepayment Date therefor; (D) that any Non-Call Advance (or portion thereof) owing to a Lender in respect of which such Lender has not accepted the Offer to Prepay made to it shall continue to accrue interest in accordance with the requirements terms hereof; (E) that, unless the Borrower defaults in the payment of Section 2.08(b)(iv)the Prepayment, all Non-Call Advances (or portions thereof) owing to each Lender that has accepted the Offer to Prepay made to it shall cease to accrue interest after the Prepayment Date; and (F) that any Lender which accepts the Offer to Prepay made to it only with respect to a portion of the Non-Call Advances owing to it shall, promptly upon the request of such Lender, be issued a new Exchange Advance Note equal in principal amount to the principal amount of the remaining Non-Call Advances owing to it. Any Lender that elects to have all or a portion of the Non-Call Advances owing to it prepaid as part of the Offer to Prepay shall deliver a notice to the Administrative Agent (with a copy to the Borrower) at least three Business Days prior to the scheduled Receipt Date. Any Lender that does not deliver to the Administrative Agent with a copy to the Borrower notice accepting the Offer to Prepay at least three Business Days prior to the Receipt Date shall be deemed to have rejected such Offer to Prepay. On the Receipt Date, the Borrower shall (x) prepay to each of the TWT Bridge Credit Agreement Lenders that has accepted the Offer to Prepay made to it the Prepayment for its Non-Call Advances (or portions of Non-Call Advances) and (y) deliver to each Lender requesting a new Note a Rollover Note equal in aggregate principal amount to the aggregate principal amount of the Non-Call Advances owing, if any, to such Lender after the Borrower has paid the Lender the Prepayment owing to such Lender. If fewer than all of the Lenders owed Non-Call Advances accept the Offer to Prepay, the Administrative Agent shall promptly notify each of the Lenders of the aggregate principal amount of the Non-Call Advances that will remain outstanding after giving effect to the Prepayments. (iiv) Within The Borrower shall, on the date of occurrence of any Change of Control, prepay the aggregate outstanding principal amount of the Callable Advances in full, together with a premium of 1% on the principal amount prepaid; provided, however, that the Borrower shall not be required to prepay such Callable Advances if, at the time of occurrence of such Change of Control, the Existing High Yield Notes shall be rated Investment Grade. (vi) Upon the occurrence of a Change of Control, each Lender to which a Non-Call Advance is then owing shall have the right to require the Borrower to prepay all or any portion of the Non-Call Advances owing to such Lender pursuant to an offer made in the manner described below (each, a "CHANGE OF CONTROL OFFER"), in an amount equal to 101% of the aggregate principal amount thereof plus accrued and unpaid fees and interest, if any, thereon and amounts, if any, owing in respect thereof pursuant to Section 8.04(c), in each case to the date of such prepayment (the "CHANGE OF CONTROL PAYMENT"); provided, however, that the Borrower shall not be required to commence and consummate a Change of Control Offer if, at the time specified below for the commencement of a Change of Control Offer, the Existing High Yield Notes shall be rated Investment Grade. Not later than ten Business Days following each date on which any Change of Control, the Borrower and/or any shall notify the Administrative Agent as to the occurrence of its Restricted Subsidiaries receives Net Cash Proceeds such Change of Control, and the Administrative Agent shall deliver a notice on behalf of the Borrower to each such Lender stating: (A) from a disposition that the Change of any property or assets in an Asset Sale occurring after the Closing Date or Control Offer is being made pursuant to this Section 2.05(b)(vi); (B) the parties, and the events or circumstances giving rise, to the Change of Control for which such Change of Control Offer is being made, in reasonable detail; (C) the prepayment amount for the Non-Call Advances owing to such Lender and the Change of Control Payment Date therefor; (D) that any Non-Call Advance (or portion thereof) owing to a Lender in respect of which such Lender has not accepted the Change of Control Offer made to it shall continue to accrue interest in accordance with the terms hereof; (E) that, unless the Borrower defaults in the payment of the Change of Control Payment, all Non-Call Advances (or portions thereof) owing to each Lender that has accepted the Change of Control Offer made to it shall cease to accrue interest after the Change of Control Payment Date; and TWT Bridge Credit Agreement (F) that any Lender which accepts the Change of Control Offer made to it only with respect to any Casualty Event occurring a portion of the Non-Call Advances owing to it shall, promptly upon the request of such Lender, be issued a new Rollover Note equal in principal amount to the principal amount of the remaining Advances owing to it. Any Lender that elects to have all or a portion of the Advances owing to it prepaid as part of the Change of Control Offer shall deliver a notice to the Administrative Agent (with a copy to the Borrower) at least three Business Days prior to the scheduled Change of Control Payment Date. Any Lender that does not deliver to the Administrative Agent with a copy to the Borrower notice accepting the Change of Control Offer at least three Business Days prior to the Change of Control Payment Date shall be deemed to have rejected such Change of Control Offer. On a date that is not earlier than 30 days nor later than 60 days from the date that the Borrower delivers or causes to be delivered notice of the Change of Control to the Lenders owed Non-Call Advances (a "CHANGE OF CONTROL PAYMENT DATE"), the Borrower shall (x) prepay to each of the Lenders that has accepted the Change of Control Offer made to it the Change of Control Payment for its Non-Call Advances (or portions of Non-Call Advances) and (y) deliver to each Lender requesting a new Note a Rollover Note equal in aggregate principal amount to the aggregate principal amount of the Non-Call Advances owing, if any, to such Lender after the Closing Borrower has paid the Lender the Change of Control Payment owing to such Lender. If fewer than all of the Lenders owed Non-Call Advances accept the Change of Control Offer, the Borrower shall promptly notify each of the Lenders of the aggregate principal amount of the Non-Call Advances that will remain outstanding after giving effect to the Change of Control Payments. (vii) In addition, at any time prior to the fifth anniversary of the Exchange Date, upon the occurrence of a Change of Control, the Borrower may, upon not less than 30 days' and not more than 60 days' notice, prepay, in whole but not in part, the Non-Call Advances in an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) aggregate principal amount thereof plus the Applicable ECF Percentage of Excess Cash FlowPremium plus accrued and unpaid interest, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans thereon and ABL Loans (amounts, if any owing in the case of the ABL Loans, only respect thereof pursuant to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such periodSection 8.04(c), in each case to the extent date of such prepayments are not funded with proceeds prepayment. Notice of Indebtedness, prepayment of the Non-Call Advances pursuant to this subsection (vii) shall be delivered by the Borrower to the Lenders not later than 10 Business Days following the occurrence of a Change of Control. (viii) From and after the issuance of Exchange Securities pursuant to the Exchange Indenture, notwithstanding anything contained herein to the contrary, any amounts required to be applied as a mandatory repayment to the prepayment of the Rollover Notes hereunder and the Exchange Securities pursuant to, and in accordance with the requirements of Section 2.08(b)(ivterms of, the Exchange Indenture shall be applied ratably in accordance with the principal amounts outstanding under the Rollover Notes and the Exchange Securities, respectively (subject to the provisions hereunder relating to Non-Call Advances and provisions under the Exchange Indenture relating to non-callable Exchange Securities). (ivix) Each prepayment of Loans pursuant to All prepayments under this Section 2.08(bsubsection (b) shall be applied pro rata among made together with accrued fees and interest to the Loans. Each date of such prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the principal amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Shareprepaid.

Mandatory. (i) Within ten Business Days following each date on which the Borrower and/or If any Asset Disposition or Casualty Event (or series of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness related Asset Dispositions or Casualty Events) (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interestsother than, in each case, any Excluded Casualty Event) results in the receipt by any Restricted Group Member of aggregate Net Cash Proceeds in excess of the greater of $45,000,000 and 15.0% of LTM EBITDA (“Relevant Transaction”), then, except to the extent the Borrower elects to reinvest an amount equal to 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)(vii), an aggregate principal amount of Term Loans in an amount equal to 100.0% (as may be adjusted pursuant to the second proviso below) of the Net Cash Proceeds received from such Relevant Transaction within the time period specified in Section 7.04; provided that the Borrower or any Restricted Subsidiary 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 Initial Term Loans to the extent 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 Term 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 such prepayment percentage shall be reduced from 100.0% to 50.0% and to 0.0% if, on a pro forma basis after giving effect to such Asset Disposition or Casualty Event, as applicable, and the use of proceeds therefrom, the Consolidated First Lien Net Leverage Ratio would be equal to or less than 2.00 to 1.00 or 1.50 to 1.00, respectively (any Net Cash Proceeds in respect of any such Asset Disposition or Casualty Event not required to be applied in accordance with this Section 2.05(b) as a result of the application of this proviso shall collectively constitute “Retained Asset Excess Proceeds”, which Retained Asset Excess Proceeds may be used for any purpose permitted hereunder); provided, further, that only the amount of Net Cash Proceeds in excess of the greater of $45,000,000 and 15.0% of LTM EBITDA for any Asset Disposition or Casualty Event (or series of related Asset Dispositions or Casualty Events) shall be subject to prepayment pursuant to this Section 2.05(b)(i) and, in such case, the required prepayment shall be only the amount in excess thereof. (ii) Upon the incurrence or issuance by any Restricted Group Member of any Credit Agreement Refinancing Debt, any Specified Refinancing Term Loans, in each case, incurred to refinance a Term Loan Tranche, or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.01, the Borrower shall prepay an aggregate principal amount of Term Loan Tranches in an amount equal to 100.0% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Restricted Group Member. (iii) Upon the incurrence by any Restricted Group Member of any Specified Refinancing Debt constituting revolving credit facilities incurred to refinance Revolving Credit Loans, the Borrower shall prepay an aggregate principal amount of Revolving Credit Loans in an amount equal to 100.0% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Restricted Group Member. (iv) If for any reason the sum of the Total Revolving Credit Outstandings of a Revolving Tranche at any time exceeds the sum of the applicable Revolving Tranche in respect thereof (including after giving effect to any reduction in the Revolving Credit Commitments of such Revolving Tranche pursuant to Section 2.06), the Borrower shall immediately prepay the Loans under the applicable Revolving Tranche and/or Cash Collateralize the L/C Obligations related thereto 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)(iv) unless after the Closing Dateprepayment in full of the Loans under the applicable Revolving Tranche the sum of the Total Revolving Credit Outstandings of such applicable Revolving Tranche exceed the aggregate Revolving Credit Commitments for such applicable Revolving Tranche then in effect. (v) Subject to Section 2.17, the aggregate amount of any prepayment of Term Loans that is required pursuant to this Section 2.05(b) shall be made to each Term Loan Tranche on a pro rata basis (or, if agreed to in writing by the Majority Lenders of a Term Loan Tranche (including pursuant to any amendment to the Credit Agreement pursuant to which such Term Loan Tranche was established), in a manner that provides for more favorable prepayment treatment of other Term Loan Tranches) (other than a prepayment of (x) Term Loans or Revolving Credit Loans, as applicable, with the proceeds of Indebtedness incurred pursuant to Section 2.18, which shall be applied to the Term Loan Tranche or Revolving Tranche, as applicable, being refinanced pursuant thereto or (y) Term Loans with the proceeds of any Credit Agreement Refinancing Debt issued to the extent permitted under Section 7.01(b)(1), which shall be applied to the Term Loan Tranche being refinanced pursuant thereto). Amounts to be applied to a Term Loan Tranche in connection with prepayments made pursuant to this Section 2.05(b) shall be applied to interest on each such Term Loan 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 Term Loan Tranche in direct order of maturity. Each prepayment of Term Loans under a particular Tranche of a Facility pursuant to this Section 2.05(b) be applied to the remaining amortization payments of such Term Loan Tranche as directed by the Borrower (or, if Borrower has not made such designation, in direct order of maturity), but, in any event, on a pro rata basis to the Lenders within such Term Loan Tranche and be applied on a pro rata basis to the then outstanding ABR Loans and SOFR Loans under such Tranche; provided that, if there are no Declining Lenders with respect to such prepayment, then the amount thereof shall be applied first to ABR Loans under such Tranche to the full extent thereof before application to SOFR 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. (vi) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a SOFR Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such SOFR Loan pursuant to Section 3.06. 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 SOFR 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 such amount to 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). (vii) Notwithstanding any other provisions of this Section 2.05, to the extent that any or all of the Net Cash Proceeds of any Asset Disposition 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)(i), are or is prohibited, restricted or delayed by applicable local law, rule or regulation (including, without limitation, (i) financial assistance and corporate benefit restrictions and (ii) fiduciary and statutory duties of any director or officer of such Subsidiaries), restricted by applicable organizational documents or any agreement or is subject to other onerous organizational or administrative impediments, in each case, from being repatriated or otherwise paid to the Borrower or so prepaid or such repatriation, other payment 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), an amount equal to 100% the portion of such Net Cash Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05. Notwithstanding any other provisions of this Section 2.05, to the extent that the Borrower has determined in good faith that repatriation or other payment of any or all of the Net Cash Proceeds therefrom of any Foreign Disposition or any Foreign Casualty Event, in accordance with each case, giving rise to a prepayment event pursuant to Section 2.05(b)(i), could reasonably be expected to result in adverse Tax consequences (which for the requirements avoidance of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which doubt, includes, but is not limited to, any prepayment out of such Net Cash Proceeds whereby doing so the Borrower and/or Borrower, any of its Restricted Subsidiaries receives Net Cash Proceeds (ASubsidiaries, any direct or indirect parent of the Borrower or any of their respective affiliates and/or equity owners would incur a Tax liability, including as a result of a taxable dividend or a withholding Tax) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date is prohibited or (B) with respect to any Casualty Event occurring after the Closing Daterestricted by applicable law, rule or regulation, an amount equal to 100% of the Net Cash Proceeds therefrom shall so affected will not be required to be applied as a mandatory repayment to repay Term Loans at the times provided in accordance with the requirements of this Section 2.08(b)(iv)2.05. (iiiviii) Within 15 days No Restricted Group Member shall be required to monitor any Payment Block and/or reserve cash for future repatriation after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) has notified the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case Administrative Agent of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment existence of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata SharePayment Block.

Mandatory. (i) Within ten five (5) Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 20126.01(a) and the related compliance certificate Compliance Certificate has been delivered pursuant to Section 5.01(c6.02(b), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, for the Fiscal Year of the Borrower covered by such financial statements (commencing with the Fiscal Year of the Borrower ended December 27, 2011) minus (B) the sum of (1) the amount of any voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such Fiscal Year and (2) solely to the extent the amount of the Revolving Credit Commitments are permanently reduced pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such reduction), the amount of any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) during such Fiscal Year; provided that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of the applicable Fiscal Year was less than 3.00:1.00; and provided, further, that no mandatory prepayment under this Section 2.05(b)(i) shall be required if the Total Leverage Ratio as of the last day of the applicable Fiscal Year was less than 2.50:1.00. (ii) (A) With respect to any Disposition or any Casualty Event by Holdings or any Subsidiary (other than a Non-Prepayment Unrestricted Subsidiary) that results in the realization or receipt by any such Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date that is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during Net Cash Proceeds received; provided that no such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, prepayment shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans required pursuant to this Section 2.08(b2.05(b)(ii)(A) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied if, on or prior to such tranche firstdate, the Borrower shall have given written notice to accrued interest and fees due on the amount Administrative Agent of the prepayment its intention to reinvest or cause to be reinvested all or a portion of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which election may only be made (x) if no Default or Event of Default has occurred and is then continuing or would result therefrom and (y) the Disposition or Casualty Event giving rise to such Lenders’ respective Pro Rata Share.Net Cash Proceeds is with respect to the property of Holdings or a Subsidiary that is not a Prepayment Unrestricted Subsidiary);

Mandatory. If the Administrative Agent notifies the Borrowers at any time that the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two (i2) Within ten Business Days following each date on after receipt of such notice, the Borrowers shall prepay Loans and/or the Borrowers shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to the amount by which the Borrower and/or Total Outstandings exceed the Aggregate Commitments; provided, however, that, subject to the provisions of Section 2.16(a), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. If the Company or any of its Restricted Subsidiaries receives Disposes of any proceeds from any incurrence property in accordance with and permitted by Section 7.02(f) which results in the realization by such Person of Indebtedness Net Cash Proceeds, 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 (excluding any Indebtedness permitted such prepayments to be applied as set forth in clause (b)(v) 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 Section 7.01a capital markets transaction or any substitutions thereof, after the Amendment No. 3 Closing Date, 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 Subsidiary (such prepayments to be applied as set forth in clause (b)(v) 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 90295627_3 Capital Stock in connection with employee benefit arrangements), 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 Subsidiary (such prepayments to be applied as set forth in clause (b)(v) below). Each prepayment pursuant to the foregoing provisions of this Section 2.05(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 Disqualified Equity Interestsevent within 30 days upon such receipt of proceeds), to prepay on a pro rata basis based on outstanding balances under each of this Agreement, the Existing Revolving Credit Agreement, the Existing 2015 Term Loan Credit Agreement and the Note Purchase Agreements, in each case, after the Closing Date, an amount equal to 100% as of the Net Cash Proceeds therefrom in accordance with last day of the requirements fiscal quarter immediately preceding such Disposition or incurrence of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any Indebtedness or issuance of its Restricted Subsidiaries receives Net Cash Proceeds Capital Stock, as applicable, (A) from a disposition of any property or assets in an Asset Sale occurring first, Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement, and, after all amounts owing under the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements Existing 2015 Term Loan Credit Agreement have been delivered pursuant to Section 5.01(a) satisfied in full, Loans outstanding hereunder and under the Existing Revolving Credit Agreement (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis), 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 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 allocated among the appropriate Lenders used to prepay Indebtedness in accordance with such Lenders’ respective Pro Rata Sharesubsection (A).

Mandatory. (i) Within ten If, at any time, the Total Outstandings at such time exceed the Maximum Revolving Credit, then, (A) to the extent that the Administrative Agent is exercising its rights to sweep cash under any Control Account, within one Business Days following each date on which Day and (B) to the Borrower extent that the Administrative Agent is not exercising its rights to sweep cash under any Control Account, within two (2) Business Days, in either case, the Borrowers shall prepay the outstanding Loans and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness the Cash Collateralize the outstanding L/C Obligations (excluding any Indebtedness permitted to be incurred including by depositing funds in the L/C Cash Collateral Account pursuant to Section 7.012.04(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 issuance 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 time. (ii) At any time following the occurrence and during the continuation of a Liquidity Period, within one Business Day following the receipt of any Disqualified Equity InterestsNet Cash Proceeds in respect of any Disposition of ABL Priority Collateral or any Net Insurance/Condemnation Proceeds constituting ABL Priority Collateral, in each case, after the Closing Date, Borrowers shall apply an amount equal to 100% of the such Net Cash Proceeds therefrom in accordance or Net Insurance/Condemnation Proceeds, as applicable, received with respect thereto to prepay the requirements outstanding principal amount of Section 2.08(b)(iv). (ii) Within ten Business Days following each 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 on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property such Disposition or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% receipt of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). Insurance/Condemnation Proceeds. (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case Prepayments of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans Facilities made pursuant to this Section 2.08(b) 2.06(b), shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche applied, first, to accrued interest and fees due on the amount of the prepayment of such Loans; L/C Borrowings, Swingline Loans or Protective Advances, second, ratably to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; outstanding Loans and third, to Cash Collateralize the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata ShareL/C Obligations.

Mandatory. From and after the Agreement Date, the Borrower shall prepay outstanding Loans (or if the Loans have not yet been made, reduce the Commitments) in an amount equal to all or a portion of the Net Cash Proceeds received by the Parent, the Borrower or any Subsidiary of the Borrower from any Mandatory Prepayment Event that occurs on or after the Agreement Date as follows: (i) Within ten Business Days following each date on which if such Mandatory Prepayment Event is the receipt of payments from Allianz Real Estate pursuant to clause (a) of the definition of “Mandatory Prepayment Event”, the Borrower and/or any shall pay an amount equal to (x) 25% of its Restricted Subsidiaries receives any proceeds the Net Cash Proceeds from any incurrence such Mandatory Prepayment Event that occurs on or before December 31, 2017 and (y) 50% of Indebtedness the Net Cash Proceeds from any such Mandatory Prepayment Event that occurs on or after January 1, 2018, (excluding ii) if such Mandatory Prepayment Event is the sale or disposition of Property or Equity Interests described in clause (b) of the definition of “Mandatory Prepayment Event”, the Borrower shall pay an amount equal to 50% of the Net Cash Proceeds from any Indebtedness permitted to be incurred pursuant to Section 7.01such Mandatory Prepayment Event, and (iii) or if such Mandatory Prepayment Event is the issuance refinancing of any Disqualified Equity Interestsloans under the Existing Credit Agreement described in clause (c) of the definition of “Mandatory Prepayment Event”, in each case, after the Closing Date, Borrower shall pay an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with from any such Mandatory Prepayment Event. Notwithstanding the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which foregoing, the Borrower and/or shall also repay the outstanding Loans in full upon the closing of any refinancing of its Restricted Subsidiaries receives the loans under the Existing Credit Agreement, regardless of the amount of Net Cash Proceeds received by the Borrower from such refinancing. The Borrower shall make such payments to the Administrative Agent for the account of the Lenders, within five (5) Business Days after such Net Cash Proceeds are received. In the case of any prepayment made or to be made in connection with this Section 2.7(b): (A) from the Borrower shall deliver to the Administrative Agent at least three (3) Business Days’ prior written notice of such prepayment together with a disposition certificate of any property or assets a Responsible Officer of the Borrower setting forth in an Asset Sale occurring after reasonable detail the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% calculation of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus prepaid; (B) the aggregate principal Administrative Agent will promptly notify each Lender of its receipt of such Notice of Prepayment and of the amount of all voluntary prepayments such Lender’s Prorata Share of Loans such prepayment; (C) the Borrower shall make such prepayment and ABL Loans the payment amount specified in such Notice of Prepayment shall be due and payable on the date specified therein; (in the case D) any prepayment of the ABL Loans, only to the extent a LIBOR Loan shall be accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such periodall accrued interest thereon, in each case to the extent such prepayments are not funded together with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans additional amounts required pursuant to Section 2.08(b4.4; and (E) each such repayment shall be applied to such tranche first, to accrued interest and fees due on the amount applicable Loans of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ their respective Pro Rata Prorata Share. The failure of the Borrower to make a required repayment under this Section 2.7(b) following the occurrence of a Mandatory Prepayment Event shall constitute an Event of Default hereunder. Any Loans that are prepaid may not be reborrowed.

Mandatory. (i) Within ten Business Days following each date on which If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrower shall promptly (and, in any event, within one (1) Business Day) prepay Revolving Loans, Swingline Loans and L/C Borrowings (together with all accrued but unpaid interest thereon) and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be incurred required to Cash Collateralize the L/C Obligations pursuant to this Section 7.012.05(b)(i) or the issuance of any Disqualified Equity Interests, in each caseunless, after the Closing Date, an amount equal to 100% prepayment of the Net Cash Proceeds therefrom in accordance with Revolving Loans and Swingline Loans, the requirements of Section 2.08(b)(iv)Total Revolving Outstandings exceed the Revolving Facility at such time. (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets Except as otherwise provided in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing DateSection 2.15, an amount equal to 100% prepayments of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered Revolving Facility made pursuant to this Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c2.05(b), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtednessfirst, shall be applied ratably to the L/C Borrowings and the Swingline Loans, second, shall be applied to the outstanding Revolving 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 a mandatory repayment Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable. Within the parameters of the applications set forth above in accordance with the requirements of Section 2.08(b)(iv2.05(b). (iv) Each prepayment of Loans , prepayments pursuant to this Section 2.08(b2.05(b) shall be applied pro rata among the Loansfirst to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. Each prepayment of any tranche of Loans pursuant to All prepayments under Section 2.08(b2.05(b) shall be applied subject to such tranche firstSection 3.05, to accrued but otherwise without premium or penalty, and shall be accompanied by interest and fees due on the principal amount prepaid through the date of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Shareprepayment.

Mandatory. (i) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv)[Reserved]. (ii) Within ten Business Days following each date on which If (1) the Borrower and/or or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition Subsidiary Disposes of any property or assets in an Asset Sale occurring after the Closing Date constituting Collateral pursuant to Section 7.05(i) or (B2) with respect to any Casualty Event occurring occurs, which results in the realization or receipt by the Borrower or Restricted Subsidiary of Net Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, on or prior to the date which is ten (10) Business Days after the Closing Datedate of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to 100100.0% of all Net Proceeds received (such amount, the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv“Applicable Proceeds”). (iii) Within 15 days If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after financial statements have been delivered pursuant to the Closing Date (other than Indebtedness not prohibited under Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c7.03), the Borrower shall cause to be offered to be prepaid Loans equal to in accordance with clause (Ab)(vi) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus and (Bix) the below an aggregate principal amount of Term Loans in an amount equal to 100% of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only Net Proceeds received therefrom on or prior to the extent accompanied date which is five (5) Business Days after the receipt by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during Borrower or such period, in each case to the extent Restricted Subsidiary of such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)Net Proceeds. (iv) Each [Reserved]. (v) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.08(b2.05(b) shall be applied as between series, Classes or tranches of Term Loans ratably to all outstanding Term Loans, unless otherwise as agreed by all of the Lenders of an applicable Class of Term Loans, provided that for the purposes of this clause (v), (i) any prepayment of any Initial Term A Loan shall be applied ratably to all Initial Term A Loans, (ii) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied pro rata among solely to each applicable Class of Refinanced Debt (it being understood that solely for this purpose the Initial Term A Loans shall be deemed to be one Class), and (ii) 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 Class of Incremental Term Loans. Each ); (B) with respect to each Class of Term Loans, each prepayment of any tranche of Loans pursuant to clauses (i) through (iv) of this Section 2.08(b2.05(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments of principal thereof occurring within following the immediately succeeding eight fiscal quarters date of prepayment pursuant to Section 2.07(a) in the direct order of maturity thereof(without premium or penalty); and third, (C) each such prepayment shall be paid to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with their respective pro rata share of the Class of Loans being prepaid. (vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least three (3) Business Days prior to the date of such Lenders’ respective prepayment (or such later date as reasonably agreed by the Administrative Agent). 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 |US-DOCS\161843207.11|| Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata ShareShare of the prepayment.

Mandatory. (i) Within ten If (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by ▇▇▇▇▇▇▇▇ ▇.▇▇ (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) (except with respect to the utilization of such clause (m) in excess of $10,000,000), (n), (o), (p) or (r) or (y) any Casualty Event occurs, which results in the realization or receipt by the Borrower or Restricted Subsidiary of Net Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is five (5) Business Days following each after the date on which of the realization or receipt by the Borrower and/or or any Restricted Subsidiary of its Restricted Subsidiaries receives any proceeds from any incurrence such Net Proceeds, an aggregate principal amount of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, Term Loans in each case, after the Closing Date, an amount equal to 100% of the all Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv)received. (ii) Within ten Business Days following each date on which [Reserved]. (iii) If the Borrower and/or or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of Subsidiary incurs or issues any property or assets in an Asset Sale occurring Indebtedness after the Closing Date or (Bother than Indebtedness not prohibited under Section 7.03, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) with respect to any Casualty Event occurring after the Closing Date, 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 Restricted Subsidiary of such Net Cash Proceeds therefrom Proceeds. Any mandatory repayment pursuant to this Section 2.05(b)(iv) shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” Make-Whole Amount and/or Repayment Premium, as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)applicable. (iv) Each Amounts actually applied towards any mandatory prepayment of any obligations in accordance with and as required by any similar provision under the First Lien Credit Documents shall reduce the amount required to be applied toward prepayments under this Section 2.05(b) on a dollar-for-dollar basis. (v) Except with respect to Loans incurred in connection with any Term Loan Extension Request, (A) each prepayment of Term Loans pursuant to this Section 2.08(b2.05(b) shall be applied pro rata among the ratably to each Class of Term Loans then outstanding; (B) with respect to each Class of Term Loans. Each , each prepayment of any tranche of Loans pursuant to clauses (i) through (iv) of this Section 2.08(b2.05(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments of principal thereof occurring within following the immediately succeeding eight fiscal quarters in the direct order date of maturity thereof; and third, to the applicable remaining installments due prepayment pursuant to Section 2.07 on a pro rata basis, in 2.07(a) as directed by the Borrower; and (C) each case, such prepayment shall be paid to be allocated among the appropriate Lenders in accordance with such Lenders’ their respective Pro Rata ShareShares of such prepayment. (vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent 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. Mandatory partial principal payments (together with the Prepayment Premium then due in respect of such payment, if any, to the extent such prepayment is applied to the Class of Term Loans made on the Second Amendment Effective Date) shall be due from time to time if, (i) Within ten Business Days following each date on which due to an increase in the Borrower and/or aggregate amount of Unsecured Indebtedness of the Consolidated Group or any reduction in the Unencumbered Pool Value or in the Adjusted Unencumbered Pool NOI, whether by an Unencumbered Pool Property failing to continue to satisfy the requirement for qualification as a Qualifying Unencumbered Pool Property or by a reduction in the Unencumbered Pool Value or the Adjusted Unencumbered Pool NOI attributable to any Unencumbered Pool Property, the Unsecured Indebtedness of its Restricted Subsidiaries receives any proceeds from any incurrence the Consolidated Group shall be in excess of Indebtedness (excluding any Indebtedness the maximum amount permitted to be incurred pursuant to outstanding under clause (iii) of Section 7.016.21 or (ii) or without limiting the issuance effect of any Disqualified Equity Interestsother provision of this Agreement requiring such a principal payment, any of the categories of the Obligations described in clauses (i) - (ii) of Section 2.1(a) shall be in excess of the maximum amount set forth in the applicable clause. Such principal payments shall be in the amount needed to restore Borrower to compliance with such covenants or such maximum amount. Such mandatory principal payments shall be due and payable (X) in the case of any such reduction arising from results reported in the quarterly financial statements of Parent and related Compliance Certificate, ten (10) Business Days after delivery of such quarterly financial statements and Compliance Certificate under Section 6.1 evidencing such reduction or (Y) in all other cases, ten (10) Business Days after Borrower’s receipt of written notice from the Administrative Agent of the existence of any condition requiring any such mandatory principal payment (which written notice shall include reasonably detailed evidence in support of such determination); provided, however, that with respect to a mandatory partial principal payment required in respect of clause (i) of the foregoing sentence, the Borrower may elect, in lieu of making such mandatory partial principal payment hereunder, to reduce other Unsecured Indebtedness of the Consolidated Group in the amount needed to restore Borrower to compliance with such covenants, in each case, after within such applicable ten (10) Business Day period. B▇▇▇▇▇▇▇ acknowledges that the Closing Prepayment Premium is bargained for consideration and is not a penalty. Borrower recognizes that the Term Lenders would incur substantial additional costs and expense in the event of a prepayment of the Term Advances made on the Second Amendment Effective Date (including, without limitation, the loss of Lenders’ investment opportunity during the period from the prepayment date until the Term Facility Termination Date). B▇▇▇▇▇▇▇ agrees that the Term Lenders shall not, as a condition to receiving the Prepayment Premium, be obligated to actually reinvest the amount prepaid in any obligation or in any other manner whatsoever. If, following the occurrence and during the continuance of any Default, Borrower shall tender payment of an amount sufficient to pay the Term Advances made on the Second Amendment Effective Date in whole or in part on or before the second anniversary of the Second Amendment Effective Date, an such tender by Borrower shall be deemed to be a voluntary prepayment in the amount equal tendered and in such case Borrower shall also pay to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) Administrative Agent, with respect to any Casualty Event occurring after the Closing Dateamount tendered, an amount equal to 100% the applicable Prepayment Premium for the pro rata benefit of the Net Cash Proceeds therefrom Term Lenders of such Class. Administrative Agent shall not be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant obligated to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by accept any such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent tender unless it is accompanied by a corresponding permanent reduction to the “Commitments” as defined Prepayment Premium due in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)connection therewith. (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. (i) Within ten the earlier of (x) 95 days after the end of each Fiscal Year (commencing with the Fiscal Year ending on January 1, 2007), or (y) five Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012‎6.1(a) and the related compliance certificate has been delivered pursuant to Section 5.01(c)‎6.1(d) for such Fiscal Year, the Borrower shall cause to be prepaid prepay an aggregate principal amount of Revolving Credit Loans equal to fifty (A50%) the Applicable ECF Percentage of Excess Cash Flow, if any, Flow for the Fiscal Year covered by such financial statements minus (Bsuch prepayments to be applied as set forth in clause ‎(v) and below), provided that no such prepayment will be required with respect to any Fiscal Year if the Borrower’s Total Leverage Ratio at the end of such Fiscal Year is less than 1.50:1.00. (ii) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by clause ‎(i) of Section ‎8.4(b)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of all voluntary prepayments Revolving Credit Loans equal to 100% of Loans and ABL Loans such Net Cash Proceeds immediately upon receipt thereof by such Person (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall to be applied as a mandatory repayment set forth in accordance with clause ‎(v)below). (iii) Upon the requirements 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 clauses (a) - (g), inclusive, of Section 2.08(b)(iv‎8.1), the Borrower shall prepay an aggregate principal amount of Revolving Credit Loans equal to 100% of all Net Cash Proceeds received therefrom promptly upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause ‎(v) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section ‎2.7(b), the Borrower shall prepay an aggregate principal amount of Revolving Credit Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause ‎(v) and below); provided, however, that with respect to any proceeds of insurance or condemnation or eminent domain awards (or payments in lieu thereof), at the election of the Borrower (as notified by the Borrower to the Lender 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 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 cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Revolving Credit Loans as set forth in this Section ‎2.7(b)(iv). (v) Each prepayment of Revolving Credit Loans pursuant to the foregoing provisions of this Section 2.08(b‎2.7(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche as follows: first, ratably to accrued interest any unpaid LC Disbursements, and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within outstanding Revolving Credit Loans; and the immediately succeeding eight fiscal quarters amount remaining, if any, after the prepayment in full of all LC Disbursements and Revolving Credit Loans outstanding at such time may be retained by the Borrower for use in the direct order ordinary course of maturity thereof; its business. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Commitment at such time, the Borrower shall immediately prepay Revolving Credit Loans and third, to LC Disbursements and/or Cash Collateralize the applicable remaining installments due pursuant to Section 2.07 on a pro rata basisMaximum Drawing Amount, in each case, an aggregate amount equal to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Shareexcess.

Mandatory. (i) Within ten Business Days following No later than the earlier of (x) 105 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2013, and (y) the date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) financial statements with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements such fiscal year have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 20126.01(a) and the related compliance certificate Compliance Certificate has been delivered pursuant to Section 5.01(c6.02(b), the Borrower shall cause outstanding Term Loans to be prepaid Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements fiscal year minus (B) the aggregate principal amount of all voluntary prepayments of Term Loans and ABL Loans (in the case of the ABL Loansmade pursuant to Section 2.05(a) during such fiscal year, only except to the extent accompanied financed with proceeds of asset sales, sales or issuances of Equity Interests, capital contributions, insurance, condemnation or Indebtedness; provided that if on the date of any mandatory prepayment required by a corresponding permanent reduction this Section 2.05(b)(i) the Borrower is required to maintain Manager Reserves, the “Commitments” as defined in the ABL Facilityamount of any such mandatory prepayment otherwise required by this Section 2.05(b)(i) during such period, in each case shall be reduced to the extent necessary such that, after giving effect thereto, the Liquidity as of such date of prepayment shall not be less than Manager Reserves on such date; provided however, that if any prepayment is not required to be made by operation of the preceding proviso and at any time thereafter the Liquidity shall exceed the amount of the Manager Reserves, the Borrower shall cause outstanding Term Loans to be prepaid in an amount equal to lesser of (x) such excess at such time and (y) the remainder of (i) the aggregate amount of mandatory prepayments under this Section 2.05(b)(i) reduced by operation of the preceding proviso less (ii) the aggregate amount of mandatory prepayments made pursuant to this further proviso. (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), or (n)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause the Loans (first, the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize Letters of Credit) to be prepaid (and, to the extent provided above, Commitments to be reduced and Letters of Credit to be Cash Collateralized) on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds in an amount equal to 100% of all Net Cash Proceeds received; provided that, no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, within 5 Business Days of such date of realization or receipt, given written notice to the Administrative Agent of its intent to reinvest or use such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) or (C), as the case may be (which notice may only be provided if no Default has occurred and is then continuing); provided that no such reinvestment right shall be available with respect to any Net Cash Proceeds received by the Borrower or any Restricted Subsidiary in respect of any Disposition of any Equity Interests of any Unrestricted Subsidiary. (B) With respect to up to $15,000,000 of Net Cash Proceeds in the aggregate during any fiscal year realized or received with respect to Dispositions by the Borrower or any of its Restricted Subsidiaries (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)), the Borrower and its Restricted Subsidiaries may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within twelve (12) months following receipt of such Net Cash Proceeds; provided that (i) so long as a Default shall have occurred and be continuing, the Borrower and its Restricted Subsidiaries (x) shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower or a Restricted Subsidiary entered into at a time when no Default is continuing) and (y) shall not be required to apply such Net Cash Proceeds which have been previously applied to prepay Revolving Credit Loans to the prepayment of Term Loans until such time as the relevant investment period has expired and no Default is continuing and (ii) 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 any Net Cash Proceeds are not funded reinvested by the expiration of the relevant time period set forth above, an amount equal to any such Net Cash Proceeds shall be applied first, to prepay the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, Cash Collateralize Letters of Credit, as set forth in this Section 2.05(b)(ii) 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 expiration of such time period. (C) With respect to any Net Cash Proceeds realized or received with respect to any Casualty Event, the Borrower and its Restricted Subsidiaries may use all or any portion of such Net Cash Proceeds to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower or a Restricted Subsidiary enters into a legally binding commitment to use such Net Cash Proceeds before the expiration of the fifteen (15) month period referred to in preceding clause (x), within one hundred and eighty (180) days of the end of such 15-month period; provided that (i) the amount of such Net Cash Proceeds, together with other cash available to the Borrower and its Restricted Subsidiaries to be spent by them on Capital Expenditures during the relevant period, equals at least 100% of the estimated cost of replacement or restoration of the properties or assets in respect of which such Net Cash Proceeds were paid as determined by the Borrower and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Administrative Agent may reasonably request, (ii) the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer on or prior to the date of the required prepayment stating that such Net Cash Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower or a Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds before the expiration of the fifteen (15) month period referred to in the preceding clause (x), within one hundred and eighty (180) days of the end of such 15-month period (which certificate shall set forth the estimates of the Net Cash Proceeds to be so expended) and also certifying the Borrower’s determination as required by preceding clause (i) and certifying the sufficiency of business interruption insurance as required by succeeding clause (iii), (iii) the Borrower has delivered to the Administrative Agent such evidence as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent establishing that the Borrower and its Restricted Subsidiaries have sufficient business interruption insurance and that the Borrower and its Restricted Subsidiaries will receive payments thereunder in such amounts and at such times as are necessary, together with other funds the Borrower and its Restricted Subsidiaries expect to be reasonably available to them, to satisfy all obligations and expenses of the Borrower and its Restricted Subsidiaries (including, without limitation, all debt service requirements, including pursuant to this Agreement), without any delay or extension thereof, for the period from the date of the respective casualty, condemnation or other event giving rise to the Casualty Event and continuing through the completion of the replacement or restoration of respective properties or assets, and (iv) the entire amount of the Net Cash Proceeds of such Casualty Event shall be deposited with the Administrative Agent pursuant to cash collateral arrangements reasonably satisfactory to the Borrower and the Administrative Agent whereupon such Net Cash Proceeds shall be disbursed at the direction of the Borrower from time to time as needed to pay actual costs incurred by the Borrower and its Restricted Subsidiaries in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be reasonably established by the Administrative Agent), it being understood and agreed that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit pursuant to such cash collateral arrangements to the repayment of IndebtednessObligations hereunder; provided further that (i) the aggregate amount applied to replace or rebuild assets of the Borrower and its Restricted Subsidiaries (other than assets consisting of casino space and assets therein) shall not exceed $37,500,000 with respect to any Casualty Event, (ii) so long as a Default shall have occurred and be continuing, (x) the Borrower and its Restricted Subsidiaries shall not be permitted to so use any such Net Cash Proceeds (other than pursuant to a legally binding commitment that the Borrower or a Restricted Subsidiary entered into at a time when no Default is continuing) and (y) the Borrower shall not be required to apply such Net Cash Proceeds which have been previously applied to prepay Revolving Credit Loans to the prepayment of Term Loans until such time as the relevant use period has expired and no Default is continuing and (iii) if any Net Cash Proceeds are no longer intended to be or cannot be so used at any time after delivery of a notice of election to replace or restore or if any Net Cash Proceeds are not so used by the expiration of the relevant time periods set forth above, an amount equal to any such Net Cash Proceeds shall be applied first, to prepay the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize Letters of Credit as set forth in this Section 2.05(b)(ii) 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 used or the expiration of such time periods. (iii) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall cause Loans (first, the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize Letters of Credit) to be prepaid (and, to the extent provided above, Commitments to be reduced and Letters of Credit to be Cash Collateralized) in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds; provided that each prepayment of Term Loans pursuant to this Section 2.05(b)(iii), if in connection with or constituting a Repricing Event, shall be applied as a mandatory repayment in accordance with the requirements of subject to Section 2.08(b)(iv2.05(d). (iv) If the Borrower receives any cash proceeds from any capital contribution or any sale or issuance of its Equity Interests that increases the Borrower’s Consolidated EBITDA as provided in Section 8.04, the Borrower shall cause the Loans (first, Term Loans, and to the extent of any excess Net Cash Proceeds, to repay Revolving Credit Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize Letters of Credit) to be prepaid (and, to the extent provided above, Commitments to be reduced and Letters of Credit to be Cash Collateralized) in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds. (v) If Opco Holdings, GVR Holdings (so long as GVR is a co-borrower hereunder), the Borrower or any of their respective Restricted Subsidiaries receives a return or reimbursement of any Investment (including any Project Reimbursement), the Borrower shall cause Loans (first Term Loans, and to the extent of any excess Net Cash Proceeds, to repay Revolving Credit Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize Letters of Credit) to be prepaid (and, to the extent provided above, Commitments to be reduced and Letters of Credit to be Cash Collateralized) in an amount equal to 50% of all Net Cash Proceeds received by Opco Holdings, GVR Holdings (so long as GVR is a co-borrower hereunder) the Borrower or such Restricted Subsidiary in respect of such return or reimbursement of such Investment (including any such Project Reimbursement) on or prior to the date which is five (5) Business Days after the date of the receipt of such Net Cash Proceeds. (vi) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(vi) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, the aggregate Revolving Credit Exposures exceed the aggregate Revolving Credit Commitments then in effect. (vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment and/or commitment reduction required to be made pursuant to Section 2.05(b)(i), (ii), (iii), (iv), (v) or (vi) at least three (3) Business Days prior to the date of such prepayment and/or commitment reduction. Each such notice shall specify the date of such prepayment and/or commitment reduction and provide a reasonably detailed calculation of the amount of such prepayment and/or commitment reduction. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s notice and of such Appropriate Lender’s Pro Rata Share of the prepayment and/or commitment reduction. (viii) Each prepayment of Term Loans pursuant to this Section 2.08(b2.05(b) shall be applied pro rata among the Loans. Each prepayment to each Class of any tranche of Term Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due (based on the amount TL Repayment Percentages of the prepayment various Classes of Term Loans at such Loans; secondtime), to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to reduce the then remaining installments of such Class of Term Loans in inverse order of maturity. Each prepayment of Term Loans, Revolving Credit Loans and Swing Line Loans pursuant to this Section 2.05(b) shall be allocated among paid to the appropriate Appropriate Lenders entitled thereto in accordance with such Lenders’ their respective Pro Rata ShareShares.

Mandatory. (i) Within ten The Borrower shall, on the earlier of two Business Days after the date of delivery of the annual financial statements required pursuant to Section 5.03(c) for each Fiscal Year of the Borrower (commencing with Fiscal Year 1998) or 120 days following the end of each such Fiscal Year (such date with respect to each Fiscal Year being the "Special Prepayment Date" for such Fiscal Year) prepay an aggregate principal amount of the Advances then outstanding equal to 50% of Excess Cash Flow for such Fiscal Year. Prepayment of Advances made pursuant to this Section 2.06(b)(i) shall be first applied to the Term Loan Balloon Installment, second applied ratably to the remaining unpaid installments of the Term Loan Advances, and third applied to the Revolving Credit Facility and any outstanding Competitive Bid Advances as set forth in clause (B) of subparagraph (viii) below; provided, however, that if the Debt to Earnings Ratio is at Level 1, 2 or 3 (as such Levels are specified in the definition of Applicable Margin in Section 1.01) at the end of any Fiscal Year, the Borrower shall not thereafter be required to make further prepayments pursuant to clause third above. (ii) The Borrower shall, within five Business Days following each the date on which of receipt by the Borrower and/or or any of its Restricted Domestic Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with from the requirements sale, lease, transfer or other disposition of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which any assets of the Borrower and/or or any of its Restricted Domestic Subsidiaries receives Net Cash Proceeds pursuant to clause (Aiii), (iv), (v) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (Bvii) with respect to any Casualty Event occurring after of Section 5.02(d), prepay an aggregate principal amount of the Closing Date, Advances then outstanding in an amount equal to 100% the amount of such Net Cash Proceeds; provided, however, that no prepayment shall be required under this subparagraph (ii) in respect of any such Net Cash Proceeds received during any Fiscal Year (other than Net Cash Proceeds from the sale, lease, transfer or other disposition of interests in real property, prepayment in respect of which shall be made as provided above) unless, at the time of receipt of such Net Cash Proceeds, the aggregate amount of such Net Cash Proceeds received during such Fiscal Year as to which no prepayment has been made under this subparagraph (ii) is equal to or greater than $10,000,000, in which case prepayment in respect of all such Net Cash Proceeds shall be made within five Business Days after receipt of the most recent payment thereof. Prepayment of Advances pursuant to this subparagraph (ii) shall be applied as set forth in subparagraph (viii) below. (iii) The Borrower shall, within one Business Day following the date of receipt by the Borrower or any of its Subsidiaries of the Net Cash Proceeds therefrom from (A) the sale or issuance by the Borrower 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 stock or stock options or warrants or derivative rights in respect thereof (including, without limitation, restricted stock, stock appreciation rights and phantom stock) issued to the officers, directors or employees of the Borrower and its Subsidiaries pursuant to any employee benefit plan or program or compensation plan for non-employee directors, including, without limitation, employee stock purchase plans, qualified or non-qualified plans of deferred compensation, 401(K) plans, or similar programs for employees and non-employee directors), or (B) the incurrence or issuance by the Borrower of any Debt pursuant to Section 5.02(b)(xvi), prepay an aggregate principal amount of the Advances then outstanding equal to the amount of such Net Cash Proceeds. Prepayment of Advances pursuant to this subparagraph (iii) shall be applied as a mandatory repayment set forth in accordance with the requirements of Section 2.08(b)(iv)subparagraph (viii) below. (iiiiv) Within 15 days The Borrower shall, on or before the Tender Offer Termination Date, prepay an aggregate principal amount of the Advances then outstanding in an amount equal to the Tender Offer Reserve minus the amount paid by the Borrower on or before the Tender Offer Termination Date (and after financial statements have been delivered the Closing Date) to redeem, repurchase or repay any of the Borrower's Existing Senior Debentures. Prepayment of Advances pursuant to Section 5.01(athis subparagraph (iv) shall be applied as set forth in subparagraph (commencing with viii) below. (v) The Borrower shall, on or before the Special Prepayment Date for each Fiscal Year 2012) and Year, prepay an aggregate principal amount of the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans Advances then outstanding in an amount equal to the sum of (A) the Applicable ECF Percentage of Excess Net Cash Flow, if any, Proceeds received by the Borrower during such Fiscal Year from any and all Extraordinary Receipts received by or paid to or for the Fiscal Year covered by such financial statements minus account of the Borrower or any of its Subsidiaries and not otherwise included in subparagraphs (ii), (iii) and (iv) above, and (B) the Net Cash Proceeds received by the Borrower or any of its Subsidiaries during such Fiscal Year from the sale, lease, transfer or other disposition of any assets of the Borrower or any such Subsidiary, other than any such Net Cash Proceeds in respect of which prepayment has been made pursuant to subparagraph (ii) above (provided that no prepayment shall be required under this clause (B) if the aggregate amount of the Net Cash Proceeds received during such Fiscal Year by the Borrower and its Subsidiaries from the sale, lease, transfer or other disposition of assets is less than $10,000,000). Any prepayment pursuant to this clause (v) shall be applied as set forth in subparagraph (viii) below. (vi) The Borrower shall, on each Business Day, prepay (for application pursuant to clause (B) of subparagraph (viii) below) the Revolving Credit Facility and any outstanding Competitive Bid Advances equal to the amount by which (A) the sum of the aggregate principal amount of the Revolving Credit Advances, Competitive Bid Advances and Letter of Credit Advances then outstanding plus the aggregate Available Amount of all voluntary prepayments Letters of Loans and ABL Loans Credit then outstanding exceeds (in B) the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during Revolving Credit Facility on such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)Business Day. (ivvii) Each prepayment of Loans pursuant The Borrower shall, on each Business Day, pay to this Section 2.08(bthe Agent for deposit in the L/C Cash Collateral Account an amount (if any) shall be applied pro rata among necessary to cause the Loans. Each prepayment of any tranche of Loans pursuant aggregate amount on deposit in such Account to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the prepayment Letter of Credit Facility on such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata ShareBusiness Day.

Mandatory. (i) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from (x) any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or (y) the issuance of any Disqualified Equity Interests, in each case, after the Closing Third Amendment and Restatement Effective Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Third Amendment and Restatement Effective Date or (B) with respect to any Casualty Event occurring after the Closing Third Amendment and Restatement Effective Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv); provided that the Net Cash Proceeds from any SNF Sale shall not be deemed received until the earlier of (x) public announcement by the Borrower of the completion of the sale of the entire skilled nursing facility business of the Borrower and its Consolidated Subsidiaries and (y) October 31, 2018. (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012ending December 31, 2014) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each Subject to Section 2.08(b)(v), each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share. Notwithstanding the foregoing, with respect to the Net Cash Proceeds of an event described in Section 2.08(b) (ii), the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness with a Lien on the Collateral ranking pari passu with the Lien securing the Secured Obligations to the extent any Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness requires the issuer or borrower thereof to prepay or make an offer to purchase such Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness with the proceeds of such event described Section 2.08(b)(ii), in each case in amount not to exceed the product of (x) the amount of Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness with a Lien on the Collateral ranking pari passu with the Liens securing the Secured Obligations and with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Notes or Junior Lien Indebtedness and/or Permitted Pari Passu Term Loan Indebtedness and the outstanding principal amount of Term Loans. (v) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clause (i)(y), (ii) or (iii) of this this Section 2.08(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of such Lender’s Pro Rata Share of the prepayment. Each Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clause (i)(y), (ii) or (iii) of this Section 2.08(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans. Subject to any requirements of any other Indebtedness, any Declined Proceeds remaining after offering such Declined Proceeds to Lenders in accordance with the terms hereof may be retained by the Borrower.

Mandatory. (ia) Within ten five (5) Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been (or are required to have been) delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 20126.01(1) and the related compliance certificate Compliance Certificate has been delivered pursuant to Section 5.01(c6.02(1), commencing with the delivery of financial statements for the fiscal year ended December 31, 2021, the Borrower shall shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid prepaid, an aggregate principal amount of Term Loans (the “ECF Payment Amount”) equal to 50% (Asuch percentage as it may be reduced as described below, the “ECF Percentage”) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year fiscal year covered by such financial statements minus minus: (i) all voluntary prepayments, repurchases or redemptions (including loan buybacks (including pursuant to Section 2.05(1)(e)) permitted under the applicable Indebtedness in an amount equal to the amount actually paid in respect of the principal amount of such purchased Indebtedness and only to the extent that such Indebtedness has been cancelled) and prepayments in connection with lender replacement provisions (including pursuant to Section 3.07) of: (A) Term Loans that are secured, in whole or in part, by the Collateral on a pari passu basis with the Closing Date Term Loans, (B) Permitted Incremental Equivalent Debt to the aggregate principal amount extent secured by the Collateral on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of all voluntary prepayments of Loans and ABL remedies), (C) Revolving Loans (in the each case of the ABL Loansthis clause (C), only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facilitycorresponding Revolving Commitments or other revolving commitments), in the case of each of the immediately preceding clause (A) made during such periodfiscal year (without duplication of any payments or prepayments, repurchases or redemptions in each case such fiscal year that reduced the amount of Excess Cash Flow required to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans repaid pursuant to this Section 2.08(b2.05(2)(a) shall be applied pro rata among for any prior fiscal year) or, at the Loans. Each option of the Borrower, after the fiscal year-end but prior to the date a prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.this Section

Mandatory. The Borrowers shall make a prepayment of the Loans until Paid in Full upon the occurrence of any of the following events at the following times and in the following amounts: (i) Within ten Concurrently with, and, in any case, no later than within five (5) Business Days following each date on which of the Borrower and/or receipt by any Loan Party or any of its Restricted their Subsidiaries receives of any proceeds Net Cash Proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) Asset Sale or the issuance of any Disqualified Equity InterestsRecovery Event, in each case, after the Closing Date, an amount equal to 100% of such Net Cash Proceeds which exceeds $500,000; provided that, (x) so long as no Event of Default shall have occurred and be continuing, and (y) upon written notice to the Administrative Agent, the Borrowers, directly or through one or more of their Subsidiaries, shall have the option to invest such Net Cash Proceeds within 150 days of receipt thereof in assets of the general type used in the business of the Loan Parties and their Subsidiaries (provided that, if, prior to the expiration of such 150-day period, the Loan Parties, directly or through their Subsidiaries, shall have entered into a binding agreement providing for such investment on or prior to the expiration of an additional 90-day period, such 150-day period shall be extended to the date provided for such investment in such binding agreement); provided, further that, except during a Cash Dominion Period, only the Net Cash Proceeds therefrom in accordance with received from Asset Sales of Accounts constituting Collateral shall be required to prepay the requirements of Loans pursuant to this Section 2.08(b)(iv2.10(b)(i). (ii) Within ten Business Days following each date on which [Intentionally Omitted]. (iii) Concurrently with the Borrower and/or receipt by any Loan Party or any of its Restricted their Subsidiaries receives of any Net Cash Proceeds (A) from a disposition any issuance of any property Indebtedness of any Loan Party or assets any of their Subsidiaries (excluding Indebtedness permitted by Section 6.2), in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the such Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)Proceeds. (iv) Each prepayment [Intentionally Omitted]. (v) [Intentionally Omitted]. (vi) Except with respect to Overadvance Loans and Protective Advances that are not required to be repaid under Sections 2.23 and 2.24, if, at any time, the aggregate amount of the Lenders’ Revolving Credit Exposure (excluding for this purpose any outstanding Letters of Credit that have been Cash Collateralized) exceeds the Line Cap then in effect, the Borrowers shall promptly (and in any event, within one (1) Business Day after the date when such excess first arose) (i) repay the Revolving Loans pursuant and/or Swingline Loans in an amount necessary to this Section 2.08(beliminate such excess and (ii) if, after giving effect to the repayment in full of all outstanding Revolving Credit Loans such excess has not been eliminated, Cash Collateralize the outstanding Letters of Credit. (vii) During a Cash Dominion Period, the Loans shall be applied pro rata among repaid daily in accordance with the Loans. Each prepayment provisions of any tranche Section 5.19. (viii) Mandatory prepayments of the Loans pursuant to Section 2.08(b) shall be applied to such tranche applied, first, to prepayment of the Swingline Loans (and related accrued interest and fees due on the amount of the prepayment of such Loansfees); second, if all Swingline Loans have been paid in full, to repayment of outstanding LC Disbursements (and related accrued interest and fees); third, if all Swingline Loans and outstanding LC Disbursements have been paid in full, to prepayment of the Revolving Loans (and related accrued interest and fees); and fourth, if all Swingline Loans, outstanding LC Disbursements and Revolving Loans have been paid in full, to Cash Collateralize all LC Obligations, if any, in an amount equal to 105% of such LC Obligations, on terms, pursuant to documentation, and in form and substance reasonably satisfactory to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; Administrative Agent and third, to the each applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata ShareIssuing Bank.

Mandatory. (i) Within ten Business Days The Borrower shall, on the 90th day following the end of each Fiscal Year, prepay an aggregate principal amount of the Advances in an amount equal to the relevant Prepayment Percentage at such time of the Excess Cash Flow for such Fiscal Year. Each such prepayment shall be applied ratably first to the Term B Facility and to the installments thereof on a pro rata basis until paid in full and second to the Revolving Credit Facility as set forth in clause (v) below. (ii) The Borrower shall, on the date on which of receipt or when otherwise required hereunder of the Net Cash Proceeds by the Borrower and/or or any of its Restricted Subsidiaries receives from (A) the sale, lease, transfer or other disposition of any proceeds from 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), (ii) or (iii) of Section 5.02(e)), (B) the incurrence or issuance by the Borrower or any of Indebtedness its Restricted Subsidiaries of any Debt for Borrowed Money (excluding any Indebtedness permitted to be other than Debt incurred or issued pursuant to Section 7.015.02(b)(i)-(ii)) and (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, prepay an aggregate principal amount of the issuance Advances comprising part of any Disqualified Equity Interests, the same Borrowings in each case, after the Closing Date, an amount equal to 100% the amount of such Net Cash Proceeds. Each such prepayment shall be applied ratably first to the Term Loan B Facility and to the installments thereof on a pro rata basis until paid in full and second to the Revolving Credit Facility as set forth in clause (v) below. (iii) The Borrower shall, on the date of receipt or when otherwise required hereunder of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which by the Borrower and/or or any of its Restricted Subsidiaries receives Net Cash Proceeds from the sale or issuance by the Borrower or any of its Restricted Subsidiaries of any Equity Interests (A) including, without limitation, receipt of any capital contribution (other than from a disposition Loan Party)), prepay an aggregate principal amount of any property or assets the Advances comprising part of the same Borrowings in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) during the Applicable ECF Percentage first six months following the Closing Date, 100% of Excess such Net Cash FlowProceeds (or, if anyto the extent that the Borrower is applying such Net Cash Proceeds to the repayment or prepayment of Debt in respect of the Mezzanine Facility, for the Fiscal Year covered by percentage of such financial statements minus Net Cash Proceeds (not to be less than 50%) not so applied) and (B) thereafter, (1) at any time at which the aggregate principal amount Leverage Ratio for the most recently ended fiscal quarter is greater than 1.50:1, 100% of all voluntary prepayments such Net Cash Proceeds and (2) otherwise, 0% of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent Net Cash Proceeds. Each such prepayments are not funded with proceeds of Indebtedness, prepayment shall be applied ratably first to the Term Loan B Facility and to the installments thereof on a pro rata basis until paid in full and second to the Revolving Credit Facility as a mandatory repayment set forth in accordance with the requirements of Section 2.08(b)(iv)clause (v) below. (iv) The Borrower shall, on the date of receipt or when otherwise required hereunder of Net Litigation Proceeds by the Borrower or any of its Restricted Subsidiaries, prepay an aggregate principal amount of the Advances in an amount equal to the relevant Prepayment Percentage at such time of such Net Litigation Proceeds. Each such prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, ratably first to the scheduled Term B Facility and to the installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, basis until paid in each case, full and second to be allocated among the appropriate Lenders Revolving Credit Facility as set forth in accordance with such Lenders’ respective Pro Rata Shareclause (v) below.

Mandatory. (i) Within ten (10) Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements are required to have been delivered pursuant to Section 5.01(a6.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(cfiscal year ending December 31, 2021), the Borrower Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year Excess Cash Flow Period covered by such financial statements minus statements, minus, without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such Excess Cash Flow Period, (B) the sum (except to the extent such voluntary prepayments are funded with the proceeds of long term Indebtedness (other than revolving loans or intercompany Indebtedness)) of (1) all voluntary prepayments of Term Loans made during such Excess Cash Flow Period, in an amount equal to the 95 (ii) If (1) the Lead Borrower or any Restricted Subsidiary of the Lead Borrower 96 (iii) If the Lead Borrower or any Restricted Subsidiary of the Lead Borrower incurs or issues any Indebtedness after the Third Amendment Effective Date (A) not permitted to be incurred or issued pursuant to Section 7.03 or (B) that is intended to constitute Credit Agreement Refinancing Indebtedness in respect of any Class of Term Loans, the Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans (or, in the case of Indebtedness constituting Credit Agreement Refinancing Indebtedness, the applicable Class of Term Loans) in an amount equal to 100% of all Net Proceeds, if any, received therefrom on or prior to the date which is three (3) Business Days after the receipt by the Lead Borrower or such Restricted Subsidiary of such Net Proceeds. In connection with any prepayment under Section 2.05(b)(iii)(B) that is consummated in respect of all or any portion of the Initial Term Loans prior to the date that is two years after the Third Amendment Effective Date, the Borrowers shall pay to the Term Lenders a fee equal to 1.00% of the aggregate principal amount of all voluntary prepayments of the Initial Term Loans and ABL Loans (in the case of the ABL Loans, only subject to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv)prepayment. (iv) Each prepayment If for any reason the aggregate Outstanding Amount of Revolving Credit Loans pursuant at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrowers shall promptly, following the earlier of written notice from the Administrative Agent and knowledge of the Lead Borrower, prepay Revolving Credit Loans in an aggregate amount equal to such excess. (v) Notwithstanding any other provisions of this Section 2.08(b2.05, (i) shall be applied pro rata among to the Loans. Each prepayment extent that the repatriation to the United States of any tranche Excess Cash Flow attributable to Foreign Subsidiaries (“Foreign Subsidiary Excess Cash Flow”) would be (x) prohibited or delayed by applicable Law or (y) restricted, prohibited or delayed by applicable material constituent documents or material agreements so long as such restrictions described in this clause (y) are not created in contemplation of Loans pursuant such prepayments, an amount equal to Section 2.08(b) shall the portion of such Foreign Subsidiary Excess Cash Flow that would be so affected were the Borrowers to attempt to repatriate such cash will not be required to be applied to such tranche first, to accrued interest and fees due on repay Term Loans at the amount of times provided in this Section 2.05 if the prepayment of such Loans; second, applicable local law or applicable material constituent documents or material agreements would not otherwise permit repatriation to the scheduled installments thereof occurring within United States (the immediately succeeding eight fiscal quarters in Lead Borrower hereby agrees to use commercially reasonable efforts during the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.year 97

Mandatory. (i) Within ten The Borrower shall, on the third Business Days Day following each date on which the receipt by the Borrower and/or any after the Effective Date of its Restricted Subsidiaries receives any proceeds (A) Net Cash Proceeds from any Covered Asset Sales, (B) Net Cash Proceeds from the incurrence of Indebtedness (excluding any Indebtedness Debt permitted by Section 5.07(a)(viii) relating to be incurred pursuant to Section 7.01) or the issuance a bridge financing of any Disqualified Equity InterestsCovered Asset Sale or (C) Net Cash Proceeds from the incurrence of Debt permitted by Section 5.07(b)(iv) relating to a bridge financing of any Covered Asset Sale, offer to prepay, on a pro rata basis, an aggregate principal amount of the Term Loans in each case, after the Closing Date, an amount equal to 100% the Banks’ Ratable Share of the such Net Cash Proceeds therefrom and the Term Loan Banks shall have the option to accept or refuse such prepayment in accordance with the requirements provisions set forth in Section 2.10(c). Upon the payment in full of Section 2.08(b)(ivthe Term Loans, the Borrower shall apply such Net Cash Proceeds to prepay the Revolving Credit Loans outstanding at such time (without any reduction of Revolving Credit Loan Commitments). (ii) Within ten The Borrower shall, on the third Business Days Day following each the date on which the Borrower and/or any of its Restricted Subsidiaries receives receipt of Net Cash Proceeds from the issuance of Debt by any Subsidiary of the Borrower permitted pursuant to Section 5.07(b)(ii) (Abut only to the extent applicable pursuant to the proviso thereof) from a disposition and Section 5.07(b)(vi), offer to prepay an aggregate principal amount of any property or assets the Term Loans in an Asset Sale occurring after aggregate amount equal to the Closing Date or Banks’ Ratable Share of an amount equal to (Bx) with respect to 100%, in the case of Debt issued by IPALCO, (y) for so long as the Term Loan Facility is outstanding, 100% in the case of Debt issued by any Casualty Event occurring after the Closing DateSubsidiary Guarantor and (z) in all other cases, an amount equal to 10075% of the such Net Cash Proceeds therefrom (other than $200,000,000 of additional Debt of the Subsidiaries of the Borrower incurred after the date hereof). The Term Loan Banks shall be applied as a mandatory repayment have the option to accept or refuse any prepayment pursuant to this Section 2.10(b)(ii) in accordance with the requirements of provisions set forth in Section 2.08(b)(iv2.10(c). (iii. So long as Net Cash Proceeds referred to in this Section 2.10(b)(ii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and are received by the related compliance certificate has been delivered pursuant to Section 5.01(c)Borrower, the Borrower shall agrees to use all reasonable efforts to cause all such Net Cash Proceeds permitted to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, distributed to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.so