Common use of Mandatory Prepayment Clause in Contracts

Mandatory Prepayment. (i) Within 10 Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

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

Mandatory Prepayment. (i) Within 10 Business Days after Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended on December 31, 2014 2018 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii) (each such date, a "ECF Due Date"), the Borrowers shall Borrower shall, if the Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is (A) greater than 3.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times result of (to the extent positive) (1) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; providedYear minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year (in the case of payments made by the Borrowers pursuant to Section 2.05(b)(i), that, with respect only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments), or (B) equal to or less than 3.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (1) 25% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year ending December 31minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year (in the case of payments made by the Borrowers pursuant to Section 2.05(b)(i), 2014only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments). Notwithstanding the foregoing, the prepayment required under this Section 2.05(c)(iExcess Cash Flow shall exclude any amounts attributable to periods prior to (x) shall be measured based on the period beginning on the Effective Date through and (y) in the end case of any Person that becomes a Subsidiary of the Parent after the Effective Date pursuant to a Permitted Acquisition, the consummation date of such Fiscal YearPermitted Acquisition. (ii) Immediately upon Subject to Section 2.05(c)(vi) below, within three (3) Business Days of the receipt of any Net Cash Proceeds from any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a) through (j), and (b), l) through (c), (d), (e), (f), (g) or (ho) of the definition of Permitted Dispositionthereof)) by any Loan Party or its Subsidiaries, the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 250,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon Within three (3) Business Days of the receipt of any Net Cash Proceeds from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related (other than any Excluded Equity Issuances that results in a Change of Controlor Permitted Cure Equity), the Borrowers Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon Subject to Section 2.05(c)(vi) below, within three (3) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Immediately upon receipt by the Loan Parties of the Net Cash Proceeds of any Permitted Cure Equity pursuant to Section 7.03, the Borrower shall apply 100% of such Net Cash Proceeds first, to prepay the outstanding principal of the Revolving Loans (without a corresponding permanent reduction in the Revolving Credit Commitments), until paid in full and second, all remaining Net Cash Proceeds shall be deposited in an account subject to a Control Agreement. (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition Dispositions or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 500,000 in the aggregate in any Fiscal Year calendar year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair repair, restore, develop or restore otherwise purchase properties or assets (other than current assets) used in such Person’s 's business, provided that, that (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days 5 Business Days after such Disposition or such Extraordinary Receipt, as the date of receipt of such Net Cash Proceedscase may be, stating that such Net Cash Proceeds shall be contractually committed to be used to replace, repair repair, restore, develop or restore otherwise purchase properties or assets used in such Person’s 's business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds and such Net Cash Proceeds must actually be used to replace, repair, restore or develop properties or assets used in such Person's business within a period not exceeding 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds received by a Loan Party are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vivii) The Administrative Without any reduction in the Total Revolving Credit Commitment, the Borrower shall notify will immediately prepay the Administrative Agent by telephone Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds any of the limits set forth in Section 2.01(b)(i) to the full extent of such excess. (confirmed by facsimile or viii) Notwithstanding any other electronic transmission) provisions of any prepayment pursuant to Section 2.05(c)(i2.05(c), (iiA) to the extent that any of or all the of the relevant Excess Cash Flow or Net Cash Proceeds described in clauses (i) through (iv) are attributable to a Foreign Subsidiary that would otherwise give rise to a prepayment obligation under any such clause or Excess Cash Flow attributable to a Foreign Subsidiary that would otherwise give rise to a prepayment obligation under Section 2.05(c), (iiix) and are prohibited, restricted or delayed by applicable local law or restrictions (ivnot effected in anticipation or contemplation of such prepayment) hereunder or under such Foreign Subsidiary's Governing Documents (Aincluding as a result of minority ownership) from being repatriated to the United States or (y) the upstreaming or transfer as a distribution or dividend of which would, in the case good faith determination of the Borrower, cause any prepayment of Loan Party or Subsidiary thereof to incur a Reference Rate Loanmaterial adverse liability (including, not later than 12:00 noonwithout limitation, New York City timeany withholding tax) or a material adverse tax consequence (including, one Business Day before the date of prepayment without limitation, a deemed dividend) and (B) to the extent that any or all of the relevant Excess Cash Flow is generated by any joint venture or the relevant Net Cash Proceeds described in clauses (ii) through (iv) above are received by any joint venture for so long as the repatriation to the Borrower of such Excess Cash Flow or Net Cash Proceeds would be prohibited under the Governing Documents governing such joint venture or the existing documents governing the Indebtedness of such joint venture (such amount described in the foregoing clause (A) or (B), as the case may be, a "Restricted Amount"), then the amount the Borrower will be required to mandatorily prepay shall be reduced by the Restricted Amount and such Restricted Amount may be retained by the applicable Subsidiary, and the failure to apply any such Restricted Amounts toward any such mandatory prepayment shall not result in a Default or Event of Default hereunder; provided, that the Borrowers hereby agree to cause the applicable Subsidiary to promptly take all commercially reasonable actions required by the applicable local law to permit such repatriation, or as the case may be, to eliminate such material adverse tax liability or material adverse tax consequence, in each case, in its reasonable control in order to make such prepayment (subject to the considerations above); provided, further, that if and to the extent any prepayment of a LIBOR Rate Loansuch repatriation ceases to be prohibited or delayed by applicable local law or such material adverse tax liability or material adverse tax consequence is eliminated, not later than 12:00 noonin each case, New York City time, three Business Days before any time during the one (1) year period immediately following the date on which the applicable mandatory prepayment pursuant to this Section 2.05 was required to be made, the Loan Parties shall reasonably promptly repatriate, or cause to be repatriated, an amount equal to the applicable portion of prepaymentsuch Restricted Amount, and the Loan Parties shall reasonably promptly pay such portion of the Restricted Amount to the Lenders, which payment shall be applied in accordance with Section 2.05(d).

Mandatory Prepayment. (a) The Borrowers shall be required to prepay the Loans: (i) Within 10 Business Days after upon receipt by any of the delivery Borrowers of Insurance Proceeds, as required pursuant to Sections 8.14(d)(ii) and (e) (Insurance and Condemnation Proceeds Accounts); (ii) upon receipt by any of the Agents Borrowers of Condemnation Proceeds, as required pursuant to Sections 8.14(d)(ii) and the Lenders (e) (Insurance and Condemnation Proceeds Accounts); (iii) upon receipt of audited annual financial statements any Project Document Termination Payments, as required pursuant to Section 7.01(a)(iii8.14(d)(ii) (Extraordinary Proceeds Account); and (iv) upon receipt of proceeds of any asset disposal (other than proceeds received from the sale of Products) that are not used for replacement in accordance with Section 7.02(f) (Negative Covenants - Asset Dispositions), commencing with as required pursuant to Section 8.14(c)(ii) (Extraordinary Proceeds Account). (b) The Borrowers shall be required to prepay the Term Loans and the Working Capital Loans: (i) on each Quarterly Payment Date, as required pursuant to Sections 8.08(c)(xi) and (xiii) (Revenue Account); provided, that such amounts will be applied first to the Tranche A Term Loans (until all amounts outstanding under the Tranche A Term Loans have been paid in full) and then to the Tranche B Term Loans; and (ii) on any Quarterly Payment Date, if the Historical Debt Service Coverage Ratio on such Quarterly Payment Date is less than 1.5:1, as required pursuant to Section 8.08(c)(xiv) (Revenue Account) and Section 8.13(b)(ii) (Prepayment Holding Account). (c) If at any time after any Plant has achieved its Commercial Operation Date a Borrowing Base Certificate demonstrates that the then-outstanding principal amount of the Working Capital Loans exceeds the then-effective Aggregate Working Capital Commitment or the then-applicable Working Capital Loan Availability, then the Borrowers shall, within three (3) Business Days following the delivery of such Borrowing Base Certificate, prepay the Working Capital Loans in the amount of such excess. (d) All prepayments under this Section 3.10 shall be made by the Borrowers to the Agents Administrative Agent for the account of the applicable Lenders and shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the date of payment and by any additional amounts required to be paid under Section 4.05 (Funding Losses). (e) Amounts of principal prepaid under this Section 3.10 (other than pursuant to Section 3.10(c)) shall be allocated by the Administrative Agent: (i) in the case only of prepayment made pursuant to Section 3.10(a) prior to the Conversion Date, first, pro rata between the Tranche A Loans and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders Tranche B Loans based on their respective outstanding principal amounts on the date of such statements are required to be delivered pursuant to Section 7.01(a)(iiiprepayment (and then pro rata between the In-Progress Plant 1 Construction Loans, the In-Progress Plant 2 Construction Loans, the Greenfield Plant 1 Construction Loans, the Greenfield Plant 2 Construction Loans and the Greenfield Plant 3 Construction Loans of each such Tranche then outstanding), within 10 Business Days after the date such statements are required to be delivered second, in an amount equal to the Agents and Maximum Available Amounts under all Letters of Credit then outstanding, to a sub-account of the Lenders pursuant Working Capital Reserve Account as cash collateral to Section 7.01(a)(iii)secure the repayment of any Working Capital Loans that may result from a draw on any such Letter of Credit, the Borrowers shall prepay third, to the outstanding principal amount of the Working Capital Loans, and fourth, all remaining amounts shall be deposited into the Working Capital Reserve Account (up to an amount such that following such deposit, the Working Capital Reserve Account is fully funded to the then-current Working Capital Reserve Required Amount); or (ii) in the case of a prepayment made after the Conversion Date, first, to the Term Loans (except as otherwise provided in accordance with Section 2.05(d3.10(b)(i)) pro rata between the Tranche A Loans and the Tranche B Loans based on their respective outstanding principal amounts on the date of such prepayment and, in the event of a partial prepayment of the Term Loans, to the remaining outstanding installments of principal of the Term Loans of each Tranche in inverse order of maturity, second, in an amount equal to the applicable ECF Percentage times the Excess Cash Flow Maximum Available Amounts under all Letters of the Parent and its Subsidiaries for such Fiscal Year; providedCredit then outstanding, that, with respect to the Fiscal Year ending December 31Working Capital LC Collateral Sub-Account as cash collateral to secure the repayment of any Working Capital Loans that may result from a draw on any such Letter of Credit, 2014third, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay to the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties Working Capital Loans, and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Dispositionfourth, all Net Cash Proceeds of such Dispositions remaining amounts shall be deposited into and maintained in a blocked account subject the Working Capital Reserve Account (up to a Control Agreement until an amount such that following such deposit, the earlier of (x) such time as Working Capital Reserve Account is fully funded to the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(iithen-current Working Capital Reserve Required Amount). (iiif) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness Amounts prepaid pursuant to this Section 3.10 (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(iiWorking Capital Loans) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicablereborrowed. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (a) Borrowers shall (x) prepay the Term Loans (in the order set forth in Section 2.10.3) until paid in full and (y) thereafter repay the Revolving Loans, without a corresponding reduction in the Revolving Loan Commitment, in each case, at the following times and in the following amounts: (i) Within 10 Business Days after concurrently with the delivery receipt by Holdings, any Borrower or any Domestic Subsidiary of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; (ii) concurrently with the receipt by Holdings, any Borrower or any Subsidiary of any Net Cash Proceeds from any sale or issuance of its equity securities (other than equity securities that are issued to (x) Sponsor, (y) management of Holdings, or (z) direct or indirect equity holders of Holdings), in an amount equal to 50% of such Net Cash Proceeds with respect to sales or issuances of such equity securities (other than in connection with a Qualified IPO to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery extent such Net Cash Proceeds are applied to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans Second Lien Obligations in accordance with Section 2.05(d7.4(vi)(B)) and 100% of such Net Cash Proceeds with respect to sales or issuances of debt securities; (iii) within 5 days after the delivery of the audited consolidated financial statements for each Fiscal Year (commencing with the Fiscal Year ending April 30, 2016), in an amount equal to (i) the ECF Percentage multiplied by Excess Cash Flow for such Fiscal Year minus (ii) any voluntary prepayments of the Term Loans and Revolving Loans (to the extent accompanied by a permanent reduction of the Revolving Loan Commitment) made during such Fiscal Year; (iv) concurrently with the receipt by Holdings, any Borrower or any Domestic Subsidiary of any Extraordinary Receipt, in an amount equal to the applicable ECF Percentage times the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii).Extraordinary Receipt; and (iiiv) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance concurrently with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries Borrower of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event issuance of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Equity Cure Securities. Administrative Borrower delivers a certificate shall give written notice or telephonic notice (followed immediately by written confirmation thereof) to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used not later than noon New York time at least one Business Day prior to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent each mandatory prepayment pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmissiona) of any prepayment pursuant to Section 2.05(c)(i)2.10.2, (ii), (iii) and (iv) hereunder (A) in the case Agent shall promptly notify each Lender of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepaymentsuch notice.

Mandatory Prepayment. (i) Within 10 three (3) Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2022 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 by the date three (3) Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d2.06(d) in an amount equal to the applicable result of (to the extent positive) (1) ECF Percentage times the Excess Cash Flow of the Parent Holdings and its Subsidiaries for such Fiscal Year; providedYear minus (2) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.06(b) for such Fiscal Year (in the case of payments made by the Borrower pursuant to Section 2.06(b)(i), that, with respect only to the Fiscal Year ending December 31, 2014, extent that the prepayment required under this Section 2.05(c)(i) shall be measured based on Total Revolving Credit Commitment is permanently reduced by the period beginning on the Effective Date through the end amount of such Fiscal Yearpayments). (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h) or (hj) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 250,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii2.06(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon Immediately upon the receipt of Net Cash Proceeds (A) from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith or (B) upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.06(d) in an amount equal to 25% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii2.06(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon Immediately upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Immediately upon receipt by the Borrower of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.06(d) in an amount equal to 100% of such proceeds. (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii2.06(c)(ii) or Section 2.05(c)(iv2.06(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 five (5) days after such Disposition or loss, destruction or taking, as the date of receipt of such Net Cash Proceedscase may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 120 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended); provided that such Net Cash Proceeds shall actually be reinvested within an additional 90 days thereafter, (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii2.06(c)(ii) or Section 2.05(c)(iv2.06(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. Any outstanding Advances shall be prepaid or, prior to the Closing Date, the Commitments shall be reduced, in each case, on a dollar-for-dollar basis within three Business Days following (in the case of a prepayment of Advances) or at the time of (in the case of a reduction of Commitments) receipt by the Consolidated Group after the date hereof of any Net Cash Proceeds (or in the case of clause (i) Within 10 Business Days after below, commitments) referred to in this paragraph (d): (i) from 100.0% of the delivery commitments (in the case of credit facilities, entered into for the purpose of financing the Target Acquisition, with conditions to funding no more onerous to the Agents Borrower than the conditions set forth in Section 3.02) or the Net Cash Proceeds actually received by the Consolidated Group from the, in the case of commitments, establishment, and in the Lenders case of audited annual financial statements pursuant Net Cash Proceeds, incurrence of Borrowed Debt by such entity (excluding (A) intercompany debt of the Borrower or any of its Subsidiaries, (B) borrowings under the Existing Credit Agreements or any other revolving facility replacing or refinancing the Existing Credit Agreements, in an aggregate principal amount, when combined with the amount of Debt outstanding under clause (D) below, not to Section 7.01(a)(iiiexceed $12,250,000,000, (C) any other ordinary course borrowings under working capital or overdraft facilities as in effect from time to time, (D) issuances of commercial paper and replacements or refinancings thereof (other than for purposes of financing the Target Acquisition), commencing in an aggregate principal amount, when combined with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of Debt outstanding under clause (B) above, not to exceed $12,250,000,000, (E) purchase money Debt incurred in the Loans in accordance with Section 2.05(dordinary course of business and any replacements or refinancings thereof, (F) in an amount equal to the applicable ECF Percentage times the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, Debt with respect to capital leases incurred in the Fiscal Year ending December 31ordinary course of business and any replacements and refinancings thereof, 2014(G) borrowings under, or commitments in respect of, the prepayment required under this Section 2.05(c)(iRSN Credit Agreement and (H) shall be measured based on other Debt in a principal amount at any time outstanding not to exceed $3,000,000,000 in the period beginning on the Effective Date through the end of such Fiscal Year.aggregate); (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100from 100.0% of the Net Cash Proceeds actually received from the issuance of any capital stock or other equity interests by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions Consolidated Group (other than Dispositions under clause (iA) of issuances pursuant to any employee equity compensation plan or agreement or other employee equity compensation arrangement, any employee benefit plan or agreement or other employee benefit arrangement, (B) issuances pursuant to The ▇▇▇▇ Disney Company’s Investment Plan (or any successor plan), (C) issuances among the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreementConsolidated Group, and (yD) 60 days after the receipt issuances of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(ddirectors’ qualifying shares). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii).; and (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100from 100.0% of the Net Cash Proceeds actually received by such Person in connection therewith. The provisions the Consolidated Group from Asset Sales outside the ordinary course of this Section 2.05(c)(iiibusiness (except for (A) shall not be deemed to be implied consent to any such issuanceAsset Sales between or among the Consolidated Group, incurrence or sale otherwise prohibited by the terms (B) leases, licenses, subleases and conditions of this Agreement. sublicenses, (ivC) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary ReceiptsAsset Sales, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by of which do not exceed $2,000,000,000 in the aggregate and (D) prior to the RSN Facility Termination Time, Asset Sales in respect of 21CF RSN Assets); provided that such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations applied on such date to the extent that such Net Cash Proceeds are used to replaceacquire, maintain, develop, construct, improve, upgrade or repair tangible or restore properties intangible assets useful in the business of the Consolidated Group, in each case within the Reinvestment Period; provided, further, that if all or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt any portion of such Net Cash Proceeds are not so used within the Reinvestment Period, such remaining portion not so used shall be applied on the date that is 10 Business Days after the last day of the Reinvestment Period as a mandatory repayment of principal of outstanding Advances as provided above in this Section 2.04(d)(iii). All mandatory prepayments and Commitment reductions shall be applied without penalty or premium (which certificate shall set forth estimates except for breakage costs required pursuant to Section 8.04(b) and accrued interest, if any) and will be applied pro rata among the Lenders. Mandatory prepayments of the Advances may not be reborrowed. If the Net Cash Proceeds are received by a Foreign Subsidiary of the Borrower or any other Subsidiary of such Foreign Subsidiary, the Commitments shall only be reduced (or the Advances prepaid) to be so expended), the extent that (Ci) such Net Cash Proceeds are deposited in an account subject can be promptly transferred to a Control Agreement, the Borrower without adverse tax consequences to Borrower and any of its Subsidiaries and (Dii) upon such transfer would not be prohibited or restricted by applicable law, rule or regulation or contract or the earlier organizational documents of such Foreign Subsidiary (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause case of clauses (Bi) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), and (ii), as reasonably determined by the Borrower in good faith) (iii) and (iv) hereunder (A) in each, a “Repayment Limitation”); it being understood that if such Repayment Limitation exists, upon such Repayment Limitation ceasing to apply, the case of any prepayment of a Reference Rate LoanCommitments will be immediately reduced or, not later than 12:00 noonif applicable, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, Advances will be repaid within three Business Days before thereof, in the manner set forth above as if such Net Cash Proceeds were received by the Borrower on the date such Repayment Limitation ceased to exist. The Borrower shall give the Designated Agent prompt written notice of prepaymentany mandatory Commitment reduction or prepayment of Advances under this Section 2.04(d), which notice shall be accompanied by a reasonably detailed calculations of the applicable Net Cash Proceeds.

Mandatory Prepayment. (i) Within 10 five Business Days after the delivery to the Agents and the Lenders of audited annual date financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents 6.01(a) and the Lenders related Compliance Certificate has been delivered pursuant to Section 7.01(a)(iii6.02(a), the Borrowers Borrower shall prepay the outstanding cause to be prepaid an aggregate principal amount of Term Loans and Mission Term Loans (allocated between the Term Loans in accordance with Section 2.05(dand Mission Term Loans at the discretion of the Borrower) in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the applicable "ECF Percentage times the Percentage") of Excess Cash Flow Flow, if any, for the fiscal year covered by such financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) the sum of the Parent (1) all voluntary prepayments of Term Loans and its Subsidiaries for such Fiscal Year; provided, Mission Term Loans (provided that, with respect to Discounted Voluntary Prepayments and Mission Discounted Voluntary Prepayments, only the Fiscal Year ending December 31, 2014, the actual amount of cash used to consummate such prepayment required under this Section 2.05(c)(i) shall be measured based on included in such calculation) during such fiscal year and (2) all voluntary prepayments of Revolving Credit Loans and Mission Revolving Credit Loans during such fiscal year to the period beginning on extent the Effective Date through Revolving Credit Commitments and/or Mission Revolving Credit Commitments, as applicable, are permanently reduced by the end amount of such Fiscal Yearpayments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 and greater than 2.5:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.5:1.0. (ii) Immediately upon (A) Subject to Section 2.05(b)(ii)(B), if (x) any Nexstar Entity Disposes of any property or assets (other than any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (aof any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g), (j), (k), (m), (o), (p), (q), (r), (s), (t) or (hu)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of the definition of Permitted Disposition) by any Loan Party or its SubsidiariesNet Cash Proceeds, the Borrowers Borrower shall prepay the outstanding principal amount of the Loans make a prepayment, in accordance with Section 2.05(d) in 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to 100% of the all such Net Cash Proceeds received by realized or received; provided that no such Person in connection prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such Disposition to the extent that the aggregate amount portion of such Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject its intent to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied reinvest in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii2.05(b)(ii)(B) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not which notice may only be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) if no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expendedthen continuing), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 five Business Days after the delivery to the Agents and the Lenders of audited annual date financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents 6.01(a) and the Lenders related Compliance Certificate has been delivered pursuant to Section 7.01(a)(iii6.02(a), the Borrowers Borrower shall prepay the outstanding cause to be prepaid an aggregate principal amount of Term Loans and Mission Term Loans (allocated between the Term Loans in accordance with Section 2.05(dand Mission Term Loans at the discretion of the Borrower) in an amount equal to to (A) 50% (such percentage as it may be reduced as described below, the applicable “ECF Percentage times the Percentage”) of Excess Cash Flow Flow, if any, for the fiscal year covered by such financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) the sum of the Parent (1) all voluntary prepayments of Term Loans and its Subsidiaries for such Fiscal Year; provided, Mission Term Loans (provided that, with respect to Discounted Voluntary Prepayments and Mission Discounted Voluntary Prepayments, only the Fiscal Year ending December 31, 2014, the actual amount of cash used to consummate such prepayment required under this Section 2.05(c)(i) shall be measured based on included in such calculation) during such fiscal year and (2) all voluntary prepayments of Revolving Credit Loans and Mission Revolving Credit Loans during such fiscal year to the period beginning on extent the Effective Date through Revolving Credit Commitments and/or Mission Revolving Credit Commitments, as applicable, are permanently reduced by the end amount of such Fiscal Year. payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 and greater than 2.5:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.5:1.0. (ii) Immediately upon (A) Subject to Section 2.05(b)(ii)(B), if (x) any Nexstar Entity Disposes of any property or assets (other than any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (aof any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g), (j), (k), (m), (o), (p), (q), (r), (s), (t) or (hu)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of the definition of Permitted Disposition) by any Loan Party or its SubsidiariesNet Cash Proceeds, the Borrowers Borrower shall prepay the outstanding principal amount of the Loans make a prepayment, in accordance with Section 2.05(d2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing). (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Borrower (as evidenced in a written notice of reinvestment election (a “Notice of Reinvestment Election”) delivered to the Administrative Agent within ten Business Days after the date of realization or receipt of such Net Cash Proceeds), the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (other than working capital) and in Permitted Acquisitions and Capital Expenditures within the later of (x) 12 months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within 12 months following receipt thereof, 180 days of the date of such legally binding commitment; provided that (i) so long as a Default or an Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Default is continuing) and (ii) if any Net Cash Proceeds are not so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a Notice of Reinvestment Election, an amount equal to 100% of such Net Cash Proceeds shall be applied, in accordance with Section 2.05(b)(ii)(C), to the prepayment of the Term Loans as set forth in this Section 2.05. (C) On each occasion that the Borrower must make a prepayment of the Term Loans pursuant to this Section 2.05(b)(ii), the Borrower shall, within five Business Days after the date of realization or receipt of such Net Cash Proceeds (or, in the case of prepayments required pursuant to Section 2.05(b)(ii)(B), within five Business Days of the deadline specified in clause (x) or (y) thereof, as applicable, or of the date the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested, as the case may be), make a prepayment, in accordance with Section 2.05(b)(v) below, of the principal amount of Term Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party realized or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii)received. (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 5 Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the first Fiscal Year ended December 31, 2014 ending after the Closing Date or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times amount by which (x) the Excess Cash Flow aggregate amount of the Parent cash and Cash Equivalents on-hand at Holdings, the Borrower and its Restricted Subsidiaries for such Fiscal Year; provided, that, with respect to as of the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end last day of such Fiscal YearYear exceeds (y) $100,000,000. (ii) Immediately upon Within 5 Business Days after any Sale and Leaseback Transaction or any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h), (i) (but only to the extent the fair market value of such property does not exceed $100,000 per such Disposition or series of related Dispositions) or (hj) of the definition of "Permitted Disposition") by any Loan Party or its SubsidiariesRestricted Subsidiaries (other than Sale and Leaseback Transactions and Dispositions resulting in aggregate Net Cash Proceeds not exceeding $250,000 in the case of any single Sale and Leaseback Transaction or Disposition), the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties Sale and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Leaseback Transaction or Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d)applicable. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Restricted Subsidiaries to make a Sale and Leaseback Transaction or Disposition of any property other than in accordance with Section 7.02(f) or Section 7.02(c)(ii), as applicable. (iii) Upon Within 1 Business Day after the issuance or incurrence by any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon Within 5 Business Days after the receipt by any Loan Party or any of its Restricted Subsidiaries of any Extraordinary ReceiptsReceipts (other than any casualty or condemnation event resulting in aggregate Net Cash Proceeds not exceeding $250,000 in the case of any single casualty or condemnation event), the Borrowers Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Restricted Subsidiaries in connection with the receipt of Net Cash Proceeds of a Disposition or the receipt of Net Cash Proceeds in respect of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may berespectively, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replaceacquire real property, repair equipment or restore properties or other tangible assets (other than current assets) to be used in such the business of the Borrower and the Restricted Subsidiaries or to consummate any Permitted Acquisition (or any other acquisition of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person’s business, ) (a "Permitted Use"); provided that, that (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days 5 Business Days after the date of receipt of such Net Cash Proceeds, Proceeds stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business for a Permitted Use within a period specified in such certificate not to exceed 360 days twelve months after the date of receipt of such Net Cash Proceeds (or within a period of six months thereafter if by the end of such initial twelve-month period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to effect a Permitted Use), which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv), as applicable and (D) if, as applicableof the last day of the most recently ended Fiscal Quarter, the Total Net Leverage Ratio, recomputed on a pro forma basis as of the last day of such Fiscal Quarter, is greater than 2.00 to 1.00, then the aggregate amount of Net Cash Proceeds applied to Permitted Uses in accordance with this clause (v) for the period beginning on the last day of such Fiscal Quarter and ending on the last day of the fourth Fiscal Quarter ending thereafter shall not exceed $25,000,000; provided that the limitation in this clause (D) shall (x) cease to apply with respect to such period of four consecutive Fiscal Quarters if, on the last day of any subsequent Fiscal Quarter ending during such period, the Total Net Leverage Ratio, recomputed on a pro forma basis as of the last day of such Fiscal Quarter, is less than or equal to 2.00 to 1.00, and the limitation in this clause (D) shall not subsequently apply to any period of four consecutive Fiscal Quarters unless the condition specified in this clause (D) occurs and (y) not prevent any Loan Party or Restricted Subsidiary from giving effect to any such application for a Permitted Use to which such Loan Party or Restricted Subsidiary committed if, at the time of such commitment, such Loan Party or Restricted Subsidiary would have been permitted to apply the Net Cash Proceeds for such Permitted Use without violating this clause (D). (vi) The Administrative Borrower shall notify Notwithstanding any other provisions of this Section 2.05, (A) to the Administrative Agent extent that any or all of the Net Cash Proceeds or, in the case of clause (i) of this Section 2.05, other cash amounts attributable to Foreign Subsidiaries are prohibited or delayed by telephone (confirmed by facsimile applicable local law from being distributed to the Borrower, the portion of such Net Cash Proceeds or other electronic transmission) cash amounts so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit distribution to any Loan Party (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such distribution), and once any of any prepayment such affected Net Cash Proceeds or other cash amounts that, in each case, would otherwise be required to be used to prepay Loans pursuant to Section 2.05(c)(i), (iiSection 2.05(c)(ii) or Section 2.05(c)(iv), as applicable, is permitted under the applicable local law to be distributed to any Loan Party, such distribution will be promptly made and such distributed Net Cash Proceeds or other cash amounts will be promptly (iiiand in any event not later than two Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to the applicable clause of this Section 2.05 and (ivB) hereunder (A) to the extent that the Borrower has determined in good faith that distribution to the Borrower of any of or all the Net Cash Proceeds or other cash amounts attributable to Foreign Subsidiaries would have material adverse tax consequences to the Borrower and its Restricted Subsidiaries, such Net Cash Proceeds or other cash amounts so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (B), to the extent that within 12 months of the applicable prepayment event, the repatriation to the Borrower of any Net Cash Proceeds or other cash amounts attributable to any such Foreign Subsidiary would no longer have material adverse tax consequences, such Foreign Subsidiary shall promptly repatriate an amount equal to such Net Cash Proceeds or such other cash amounts, less applicable tax paid by the Borrower or any of its Restricted Subsidiaries in respect thereof, to the Administrative Agent, which amount shall be applied to the pro rata prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) Loans in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepaymentaccordance with this Section 2.05.

Mandatory Prepayment. (i) Within 10 Business Days after the ten (10) days of delivery to the Agents Agent and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii7.01(a)(ii), commencing with the delivery to the Agents Agent and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2006 or, if such financial statements are not delivered to the Agents Agent and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii7.01(a)(ii), within 10 Business Days ten (10) days after the date such statements are required to be delivered to the Agents Agent and the Lenders pursuant to Section 7.01(a)(iii7.01(a)(ii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(dTerm Loan (subject to subsection (c)(vi) below) in an amount equal to the applicable ECF Percentage times 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its SubsidiariesSubsidiaries pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) Term Loan in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the LoansTerm Loan) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 500,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(iisubsection (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) (A) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d) and (e) of the definition of Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Term Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 5 Business Days after of the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31ending June 30, 2014 2025, or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 5 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall shall, if the Total Leverage Ratio of Company and its Subsidiaries as of the end of such Fiscal Year is (A) greater than 3.75:1.00, prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times result of (to the extent positive), (1) (x) seventy five percent (75%) of the Excess Cash Flow of the Parent Company and its Subsidiaries for such Fiscal Year; provided, that, with respect Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Sections 2.05(b)(i) (to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments) and 2.05(b)(ii) for such Fiscal Year ending December 31or after such Fiscal Year but prior to such payment date, 2014(B) equal to or less than 3.75:1.00 and greater than 2.75:1.00, prepay the prepayment required under this outstanding principal amount of the Term Loans in accordance with Section 2.05(c)(i2.05(d) shall be measured based on in an amount equal to the period beginning on result of (to the Effective Date through extent positive) (1) fifty percent (50%) of the end Excess Cash Flow of Company and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Sections 2.05(b)(i) (to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments) and 2.05(b)(ii) for such Fiscal YearYear or after such Fiscal Year but prior to such payment date or (C) equal to or less than 2.75:1.00, prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (1) twenty-five percent (25%) of the Excess Cash Flow of Company and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Sections 2.05(b)(i) (to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments) and 2.05(b)(ii) for such Fiscal Year or after such Fiscal Year but prior to such payment date. (ii) Immediately upon Within 5 Business Days of the receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses clause (a), (b), (c), (d), (e), (f), (g) or (hn) of the definition of Permitted Disposition) Disposition by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 1,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause Year (i) of the definition of Permitted Disposition, all it being understood and agreed that only Net Cash Proceeds in excess of such threshold amount each Fiscal Year that are received by the Loan Parties and their Subsidiaries in connection with Dispositions shall be deposited into and maintained in a blocked account subject required to a Control Agreement until be used to prepay the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied Loans in accordance with Section 2.05(d)). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon Within 5 Business Days of the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, issuance or incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon Within 5 Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewithwith any Extraordinary Receipts, to the extent that the aggregate amount of Net Cash Proceeds of Extraordinary Receipts received by all Loan Parties and their Subsidiaries in all such cases shall exceed $1,000,000 in any Fiscal Year (it being understood and agreed that only Net Cash Proceeds of Extraordinary Receipts in excess of such threshold amount each Fiscal Year that are received by the Loan Parties and their Subsidiaries shall be required to be used to prepay the Loans in accordance with Section 2.05(d)). (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations Term Loans pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions (in an aggregate amount not to exceed $1,000,000) and such Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair repair, restore or restore otherwise acquire properties or assets (other than current assets) used or useful in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days 10 Business Days after the date of receipt of such Net Cash Proceeds, Proceeds stating that such Net Cash Proceeds shall be used to replace, repair repair, restore or restore otherwise acquire properties or assets used or useful in such Person’s business within a period specified in such certificate not to exceed 360 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended)Proceeds, (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above (or, if a commitment to replace, repair, restore or (2) otherwise acquire properties or assets has been entered into prior to the occurrence expiration of a Default or an Event such period, then the expiration of Defaultthe 180 day period following the expiration of such period), such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations Term Loans in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify Immediately upon receipt by the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) Borrowers of the proceeds of any prepayment Permitted Cure Equity, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the proceeds of any Permitted Cure Equity. (vii) Notwithstanding any other provisions of this Section 2.05(c), (A) to the extent that any amount that would otherwise be required to be paid pursuant to Section 2.05(c)(i), (iiSection 2.05(c)(ii), Section 2.05(c)(iv) or Section 2.05(c)(v) (iiicollectively, the “Subject Proceeds”) is generated by an Excluded Subsidiary and is prohibited, delayed or restricted by (iv1) hereunder applicable local Requirements of Law or (A2) the Governing Documents of such Excluded Subsidiary from being repatriated to the Borrowers, such Subject Proceeds will not be required to be applied to repay the Loans at the times provided in this Section 2.05(c) but may be retained by such Excluded Subsidiary; provided, that, if (x) the case applicable local Requirements of Law cease to prohibit repatriation to the Company or the Borrowers (the Company and the Borrowers hereby agreeing to use commercially reasonable efforts to cause such Excluded Subsidiary to promptly take all actions reasonably required by the applicable local Requirements of Law to permit such repatriation) or (y) the Governing Documents of such Excluded Subsidiary cease to prohibit such repatriation, in each case, within 365 days following the date such Excess Cash Flow prepayment is required to be made, or such Net Cash Proceeds are received, such repatriation shall thereafter be promptly effected and an amount equal to such Subject Proceeds will be promptly (and in any prepayment of a Reference Rate Loan, event not later than 2 Business Days after such repatriation) applied (net of additional taxes payable or reserved against, and additional costs incurred, as a result thereof) to the repayment of the Loans pursuant to this Section 2.05(c) to the extent provided herein and (B) to the extent that the Administrative Borrower has determined in good faith that repatriation of, or the obligation to repatriate, any Subject Proceeds attributable to or generated by any Excluded Subsidiary would have material adverse Tax consequences to the Company and its Subsidiaries, such Subject Proceeds will not be required to be applied to repay the Loans at the times provided in this Section 2.05(c) but may be retained by such Excluded Subsidiary until such time as it may repatriate such amount without incurring such material adverse Tax consequences to the Company and its Subsidiaries (at which time the Borrowers shall make a payment to repay the Loans to the extent provided herein). (viii) The Administrative Borrower shall provide at least 5 Business Days prior written notice before 12:00 noon, p.m. (New York City time, one Business Day before ) to the date of prepayment and Administrative Agent (Bor such shorter period as agreed by the Administrative Agent in its sole discretion) in the case of with respect to any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepaymentexpected to be made pursuant to this Section 2.05(c).

Mandatory Prepayment. (i) Within 10 Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2017 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent Agents agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 750,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 five Business Days after the delivery to the Agents and the Lenders of audited annual date financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents 6.01(a) and the Lenders related Compliance Certificate has been delivered pursuant to Section 7.01(a)(iii6.02(a), the Borrowers Borrower shall prepay the outstanding cause to be prepaid an aggregate principal amount of Term Loans and Nexstar Term Loans (allocated between the Term Loans in accordance with Section 2.05(dand Nexstar Term Loans at the discretion of the Borrower) in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the applicable "ECF Percentage times the Percentage") of Excess Cash Flow Flow, if any, for the fiscal year covered by such financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) the sum of the Parent (1) all voluntary prepayments of Term Loans and its Subsidiaries for such Fiscal Year; provided, Nexstar Term Loans (provided that, with respect to Discounted Voluntary Prepayments and Nexstar Discounted Voluntary Prepayments, only the Fiscal Year ending December 31, 2014, the actual amount of cash used to consummate such prepayment required under this Section 2.05(c)(i) shall be measured based on included in such calculation) during such fiscal year and (2) all voluntary prepayments of Revolving Credit Loans and Nexstar Revolving Credit Loans during such fiscal year to the period beginning on extent the Effective Date through Revolving Credit Commitments and/or Nexstar Revolving Credit Commitments, as applicable, are permanently reduced by the end amount of such Fiscal Yearpayments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 and greater than 2.5:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.5:1.0. (ii) Immediately upon (A) Subject to Section 2.05(b)(ii)(B), if (x) any Mission Entity Disposes of any property or assets (other than any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (aof any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g), (j), (k), (m), (o), (p), (q), (r), (s), (t) or (hu)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of the definition of Permitted Disposition) by any Loan Party or its SubsidiariesNet Cash Proceeds, the Borrowers Borrower shall prepay the outstanding principal amount of the Loans make a prepayment, in accordance with Section 2.05(d) in 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to 100% of the all such Net Cash Proceeds received by realized or received; provided that no such Person in connection prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such Disposition to the extent that the aggregate amount portion of such Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject its intent to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied reinvest in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii2.05(b)(ii)(B) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not which notice may only be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) if no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expendedthen continuing), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. change of control (a) For the purposes of this Subclause: a change of control occurs if, after the Separation Date, any person or group of persons acting in concert gains control of more than 50 per cent. of the shares (or voting rights attaching to shares) in the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act. (b) The Company must promptly notify the Facility Agent if it becomes aware of any change of control, and the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (b). (c) After a change of control, a Lender is not obliged to participate in a Loan other than a Rollover Loan. (d) After a change of control, the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from the date of the notification by the Company to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made available. (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice to the Company: (i) Within 10 Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year.cancel that Lender’s Commitments; (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) declare that the Company must immediately repay or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount share of that Lender in each Loan made to it together with accrued interest and all other amounts accrued under the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent Finance Documents towards that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii).Lender; and (iii) Upon the issuance or incurrence Commitment of that Lender will be immediately cancelled. (f) If no agreement is reached by any Loan Party or any the Company and the Lenders under paragraph (d) above before the last day of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness)the time period set out therein, or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Controlif the Majority Lenders so require, the Borrowers shall prepay Facility Agent must, by notice to the Company: (i) cancel the Total Commitments; and (ii) declare all outstanding amount of Loans, together with accrued interest and all other amounts accrued under the Loans Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.terms

Mandatory Prepayment. (i) Within 10 five Business Days after the delivery to the Agents and the Lenders of audited annual date financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents 6.01(a) and the Lenders related Compliance Certificate has been delivered pursuant to Section 7.01(a)(iii6.02(a), the Borrowers Borrower shall prepay the outstanding cause to be prepaid an aggregate principal amount of Group Term Loans (allocated among the Group Term Loans in accordance with Section 2.05(dat the discretion of the Borrower) in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the applicable “ECF Percentage times the Percentage”) of Excess Cash Flow Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended on December 31, 2017), minus (B) the sum of (1) all voluntary prepayments of Group Term Loans under any Group Credit Agreement (including any voluntary prepayments of any term loans under any Group Credit Agreement prior to the Parent and its Subsidiaries for such Fiscal Year; provided, Third Amendment Effective Date) (provided that, with respect to Discounted Voluntary Prepayments under any Group Credit Agreement, only the Fiscal Year ending December 31, 2014, the actual amount of cash used to consummate such prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through included in such calculation) during such fiscal year and after the end of such Fiscal fiscal year but prior to the required date of such prepayment (such prepayment or purchase after the end of the fiscal year, together with such prepayment described in clause (2) below, the “After Year. -End Payment”) and (2) all voluntary prepayments of Group Revolving Credit Loans during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment to the extent the Group Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness (other than, with respect to clause (1) only, any Indebtedness incurred pursuant to any Revolving Credit Loan or Swing Line Loan) or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00 and greater than 2.75:1.00 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.75:1.00; provided, further, that solely for the purpose of this Section 2.05(b)(i), following the making of each After Year-End Payment, (i) the Consolidated First Lien Net Leverage Ratio shall be re-calculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year in respect of which the prepayment pursuant to this Section 2.05(b)(i) is made and (ii) Immediately upon such After Year-End Payment taken into account in the calculation of the required prepayment amount above for one fiscal year shall be disregarded for any Disposition subsequent calculations for future fiscal years. Notwithstanding anything set forth above, if for any fiscal year the amount calculated pursuant to clause (excluding Dispositions which qualify as Permitted Dispositions under clauses A) above is less than the amount calculated pursuant to clause (aB) above (such amount, the “Excess Prepayments”), the cumulative amount of such Excess Prepayments shall be carried over in calculations for the following fiscal years on a dollar-for-dollar basis. Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (bi), (cl), (dn) (other than a Permitted Sale Leaseback between Nexstar Guarantors that are not the Holding Companies), (eo)(y), (fu) (in each case of (o)(y) and (u), (gto the extent provided thereunder) or (hw) (in the case of (w), only after the definition applicable Asset Sale Bridge Facility has been paid in full) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Permitted Disposition) by any Loan Party or its SubsidiariesNet Cash Proceeds, the Borrowers Borrower shall prepay the outstanding principal amount of the Loans make a prepayment, in accordance with Section 2.05(d) in 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to 100% the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds received by (such Person in connection with percentage, the “Asset Percentage”) of all such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject its intent to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied reinvest in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii2.05(b)(ii)(B) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not which notice may only be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) if no Default or Event of Default has occurred and is continuing on the date such Person receives such then continuing). With respect to any Net Cash ProceedsProceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Borrower (Bas evidenced in a written notice of reinvestment election (a “Notice of Reinvestment Election”) the Administrative Borrower delivers a certificate delivered to the Administrative Agent within 60 days ten Business Days after the date of realization or receipt of such Net Cash Proceeds), stating the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (other than working capital) and in Permitted Acquisitions or other similar Investments and Capital Expenditures within the later of (x) 1218 months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within 1218 months following receipt thereof, 180 days of the date of such legally binding commitment; provided that (i) so long as a Default or an Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Default is continuing) and (ii) if any Net Cash Proceeds are not so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a Notice of Reinvestment Electionthe receipt of the applicable Net Cash Proceeds, an amount equal to the Asset Percentage of such Net Cash Proceeds shall be used applied, in accordance with Section 2.05(b)(ii)(C), to replacethe prepayment of the Term Loans as set forth in this Section 2.05.; provided further that any cash payment by the Borrower or any Covenant Entity that would qualify as a reinvestment pursuant to the provisions above made within 180 days prior to the receipt of such Net Cash Proceeds or, repair or restore properties or assets used if applicable, after the definitive documentation in respect of the applicable Disposition giving rise to such Person’s business Net Cash Proceeds, if elected by the Borrower in a written notice to the Administrative Agent, shall be deemed to be a reinvestment of such Net Cash Proceeds. On each occasion that the Borrower must make a prepayment of the Term Loans pursuant to this Section 2.05(b)(ii), the Borrower shall, within a period specified in such certificate not to exceed 360 days five Business Days after the date of realization or receipt of such Net Cash Proceeds (which certificate shall set forth estimates or, in the case of prepayments required pursuant to Section 2.05(b)(ii)(B), within five Business Days of the Net Cash Proceeds to be so expended)deadline specified in clause (x) or (y) thereof, (C) as applicable, or of the date the Borrower reasonably determines that such Net Cash Proceeds are deposited no longer intended to be or cannot be so reinvested, as the case may be), make a prepayment, in accordance with Section 2.05(b)(v) below, of the principal amount of Term Loans in an account subject amount equal to a Control Agreementthe Asset Percentage of any such Net Cash Proceeds realized or received. If any Covenant Entity incurs or issues any (A) Refinancing Term Loans, and (DB) upon Indebtedness pursuant to Section 7.02(t)(i) or (C) Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.02, the earlier of Borrower shall (1) the expiration of the period specified designate such Term Loans to be prepaid (other than in the relevant certificate furnished to the Administrative Agent case of a prepayment pursuant to clause subclause (BC)) above or and (2) cause to be prepaid an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the occurrence date which is five Business Days after the receipt of a Default or an Event of Default, such Net Cash Proceeds. If the Borrower obtains any Refinancing Revolving Commitments, if not theretofore so usedthe Borrower shall, shall be used to prepay concurrently with the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) receipt thereof, terminate Revolving Credit Commitments under the 2018 Revolving Credit Tranche and/or the 2020 Revolving Credit Tranche, as applicable, in an equivalent amount pursuant to Section 2.06. (viA) The Administrative Borrower shall notify the Administrative Agent by telephone Except as provided pursuant to subclause (confirmed by facsimile or other electronic transmissionB) below, each prepayment of any Term Loans being prepaid pursuant to this Section 2.05(b) shall be applied pro rata among the Term Loans and within each such tranche first, to the installments thereof pro rata in direct order of maturity for the next eight scheduled payments pursuant to Section 2.07(a) following the applicable prepayment event and second, to the remaining installments thereof pro rata, (B) each prepayment pursuant to Section 2.05(c)(i), (ii), (iii2.05(b)(iii)(A) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and or (B) shall be applied as directed by the Borrower, and (C) each such prepayment shall be paid to the Lenders receiving such prepayment in the case accordance with their respective Applicable Percentages subject to clause (v) of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.this Section 2.05

Mandatory Prepayment. (ia) Within 10 Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant Subject to Section 7.01(a)(iii2.11(g), commencing with not later than the delivery to fifth Business Day following the Agents and the Lenders receipt of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii)Net Cash Proceeds in respect of any Asset Sale, the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to apply 100% of the Net Cash Proceeds received by such Person in connection with such Disposition respect thereto to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d2.11(e); provided that, if (i) Holdco shall deliver a certificate of a Financial Officer to the Agent at the time of receipt of any Net Cash Proceeds from any Asset Sale setting forth its intent to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Holdco Group within 360 days of receipt of such proceeds and (ii) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, then no prepayment will be required pursuant to this clause in respect of such Net Cash Proceeds (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except that, if any such Net Cash Proceeds have not been so applied by the end of such 360-day period, a prepayment will be required at that time in an amount equal to 100% the amount of the such Net Cash Proceeds received by that have not been so applied; provided that if the applicable Group Member enters into a definitive agreement to apply such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by in productive assets of a kind then used or usable in the business of the Holdco Group prior to the end of such Person 360-day period and the conditions set forth in connection therewith. clauses (vii) Notwithstanding and (iii) are satisfied, the foregoing, Borrower shall be required to prepay outstanding Loans with respect to such Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations only to the extent that such Net Cash Proceeds are used not so applied within 180 days of the date of such definitive agreement. (b) No later than the 10th day after the date on which the financial statements with respect to replaceeach fiscal year of Holdco are required to be delivered pursuant to Section 5.01(a) (commencing with the fiscal year ending December 31, repair or restore properties or assets 2014), the Borrower shall prepay outstanding Loans in accordance with Section 2.11(e) in an aggregate principal amount equal to (other than current assetsi) used in 50% of Excess Cash Flow for such Person’s businessfiscal year of Holdco, provided that, with respect to any fiscal year, such percentage shall reduce to (Ax) no Default 25% if the Total Net Leverage Ratio as of the last day of such fiscal year is less than 2.50 to 1.00 but equal to or Event of Default has occurred greater than 2.00 to 1.00 and (y) 0% if the Total Net Leverage Ratio is continuing on the date such Person receives such Net Cash Proceeds, less than 2.00 to 1.00 minus (Bii) the Administrative Borrower delivers a certificate aggregate principal amount of all Loans voluntarily prepaid pursuant to Section 2.12 during such fiscal year. (c) In the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating event that such any Group Member shall receive Net Cash Proceeds shall be used from the issuance or incurrence of Indebtedness for money borrowed by any Group Member (other than any Indebtedness for money borrowed permitted pursuant to replaceSection 6.03), repair or restore properties or assets used the Borrower shall, substantially simultaneously with (and in such Person’s business within a period specified in such certificate any event not to exceed 360 days after later than the date of fifth Business Day next following) the receipt of such Net Cash Proceeds (which certificate shall set forth estimates by such Group Member, apply an amount equal to 100% of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited 2.15, as the case may be, in an account subject to a Control Agreement, the future and (Dii) upon the earlier of (1) the expiration of the period specified would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above connection with any such designation or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicableassignment. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (ia) Within 10 Business Days Subject to clauses (d) and (e) hereof, upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds from the issuance of Debt, except as permitted under Section 10.02(a) through (e), after the delivery Effective Date, the Borrower shall prepay the Term Loan by an amount equal to the Agents remainder of one hundred percent (100%) of such Net Cash Proceeds minus the amount of any prepayment due under Section 3.04(c)(ii). (b) Subject to clauses (d) and (e) hereof, upon receipt by the Lenders Borrower of audited annual financial statements Net Cash Proceeds from the private issuance of any Equity Interests of such Person (other than Equity interests issued to NGP IX or an Affiliate thereof), the Borrower shall prepay the Term Loan by an amount equal to the remainder of fifty percent (50%) of such Net Cash Proceeds minus the amount of any prepayment due under Section 3.04(c)(ii). (c) Subject to clauses (d) and (e) hereof, upon receipt by the Borrower or an IPO Parent of Net Cash Proceeds from the public issuance of any Equity Interests of such Person (including the Initial Public Offering), the Borrower shall prepay the Term Loan by an amount equal to the remainder of one hundred percent (100%) of such Net Cash Proceeds minus the amount of any prepayment due and payable under Section 3.04(c)(ii). (d) Subject to clause (e) hereof, each mandatory prepayment under this Section 4.08 or any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 6.02. Each mandatory prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturities to all such principal payments as follows: first, to that portion of the Term Loan outstanding as Eurodollar Borrowings which have Interest Periods ending on the date of payment, and, second, to any remaining Borrowings of the Term Loan being carried at the Adjusted LIBOR Rate; provided, however, if any excess remains after the prepayment of the Term Loan, such excess shall be prepaid by the Borrower and applied to Revolving Credit Borrowings and Swing Line Loans pursuant to Section 7.01(a)(iii3.04(c), commencing with the delivery to the Agents and the Lenders if any excess remains after paying all of the financial statements for the Fiscal Year ended December 31Revolving Credit Borrowings and Swing Line Loans, 2014 or, if Borrower shall Cash Collateralize such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) excess in an amount equal to the applicable ECF Percentage times the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier greater of (x) such time as the Borrowers and the Agent agree in writing on the application amount of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, Letter of Credit Obligations outstanding and (y) 60 days after the receipt maximum amount that may be available to be drawn at any time prior to the stated expiry of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any all outstanding Letters of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii)Credit. (iiie) Upon Any voluntary or mandatory prepayment of the issuance Term Loan (including upon acceleration) made on or incurrence by any Loan Party or any before the date that is one year after the Effective Date shall be subject to a prepayment premium of its Subsidiaries one percent (1%) of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuanceprepayment, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations except to the extent that such Net Cash Proceeds are used to replaceprepayment is made with the proceeds of an initial public offering, repair bond offering, second lien institutional term loan, partial sale of assets or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event the sale of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates all of the Net Cash Proceeds equity interests in Borrower to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicableunaffiliated third party. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (ia) Within 10 Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal Term Loans (in the order set forth in Section 2.10.3) until paid in full at the following times and in the following amounts (in each case subject to the provisions of Section 2.10.2(b) below): (i) concurrently with the receipt by Holdings, any Borrower or any Domestic Subsidiary of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; (ii) concurrently with the receipt by Holdings, any Borrower or any Subsidiary of any Net Cash Proceeds from any sale or issuance of its equity securities (other than equity securities that are issued to (x) Sponsor, (y) management of Holdings, or (z) direct or indirect equity holders of Holdings), in an amount equal to 50% of such Net Cash Proceeds with respect to sales or issuances of such equity securities and 100% of such Net Cash Proceeds with respect to sales or issuances of debt securities; (iii) within 5 days after the delivery of the audited consolidated financial statements for each Fiscal Year (commencing with the Fiscal Year ending April 30, 2016), in an amount equal to (i) the ECF Percentage multiplied by Excess Cash Flow for such Fiscal Year minus (ii) any voluntary prepayments of the Term Loans in accordance made during such Fiscal Year; (iv) concurrently with Section 2.05(d) the receipt by Holdings, any Borrower or any Domestic Subsidiary of any Extraordinary Receipt, in an amount equal to the applicable ECF Percentage times the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until Extraordinary Receipt; and (v) concurrently with the earlier receipt by any Borrower of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such any Net Cash Proceeds from the issuance of Equity Cure Securities. Administrative Borrower shall be applied in accordance with such agreementgive written notice or telephonic notice (followed immediately by written confirmation thereof) to Agent not later than noon New York time at least one Business Day prior to each mandatory prepayment pursuant to clause (a) of Section 2.10.2, and (y) 60 days after the receipt Agent shall promptly notify each Lender of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii)notice. (iiib) Upon Notwithstanding the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The foregoing provisions of this Section 2.05(c)(iii) 2.10.2, such prepayment shall not be required, and shall be deemed to be implied consent to any such issuancereduced by an equivalent amount, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used (i) a corresponding prepayment is required by the First Lien Loan Agreement to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate be applied to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds First Lien Obligations and (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (Cii) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon prepayment has not been expressly waived or declined by the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicableFirst Lien Lenders. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. For any prepayments pursuant to this section, the Borrowers shall provide one (1) Business Day’s prior written notice to Administrative Agent detailing such prepayment. (i) Within 10 Business Days after Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2015 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(dclause (d) below in an amount equal to the applicable ECF Percentage times result of (A) fifty percent (50%) of the Consolidated Excess Cash Flow of the Parent Company and its Subsidiaries for such Fiscal YearYear (provided that such amount shall reduce to (i) twenty-five percent (25%) if the EBITDA Total Leverage Ratio of the Company and its Subsidiaries for such Fiscal Year is less than 2.50:1.00 and (ii) zero percent (0%) if the EBITDA Total Leverage Ratio of the Company and its Subsidiaries for such Fiscal Year is less than 2.00:1.00; provided, thathowever, with respect that the immediately preceding proviso will not apply to the Fiscal Year ending December 31, 2014, the prepayment excess cash flow payment required to be made under this Section 2.05(c)(i) shall be measured based for the Fiscal Year ended December 31, 2015) minus (B) the aggregate amount of all optional principal payments on the period beginning on Loans that were made during such Fiscal Year pursuant to Section 2.05(b); provided that the Effective Date through calculation of the end amount of any Consolidated Excess Cash Flow payment made pursuant to this Section 2.05(c)(i) shall exclude the portion of Consolidated Excess Cash Flow that is attributable to the target of a Permitted Acquisition that accrued prior to the closing date of such Fiscal YearPermitted Acquisition. (ii) Immediately upon Within three (3) Business Days of the receipt of any Net Cash Proceeds from any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its SubsidiariesSubsidiaries (other than Dispositions addressed by clauses (ii)(A) or (ii)(D) of Section 7.02(c)), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(dclause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition Disposition, to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent Lenders as a prepayment of the LoansLoans in accordance herewith) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 500,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance together with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d)Applicable Prepayment Premium. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon Within three (3) Business Days of the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a) through (l) of the definition of Permitted Indebtedness), or upon an Equity Issuance (other than issuances done in connection with (A) any employee incentive, stock option or series other employee benefit plan and (B) the proceeds of related Equity Issuances that results Interests solely to the extent issued and used to fund a Permitted Acquisition), in a Change of Controleach case, after the Effective Date, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(dclause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith, together with any Applicable Prepayment Premium. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon Within three (3) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(dclause (d) below in an amount equal to 100% of such Extraordinary Receipts (net of any reasonable and customary expenses incurred in collecting such Extraordinary Receipts) to the extent that the aggregate amount of Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid to the Lenders as a prepayment of the Loans in accordance herewith) shall exceed for all such Extraordinary Receipts $100,000 in any Fiscal Year, together with any Applicable Prepayment Premium. (v) Within three (3) Business Days of the receipt of any Net Cash Proceeds from any Casualty Event by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with clause (d) below in an amount equal to 100% of the Net Cash Casualty Proceeds received by such Person in connection therewithwith such Casualty Event, to the extent that the aggregate amount of Net Casualty Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Lenders as a prepayment of the Loans in accordance herewith) shall exceed for all such Casualty Events $500,000 in any Fiscal Year, together with any Applicable Prepayment Premium. (vvi) Within one (1) Business Day of a Change of Control or upon any acceleration of any Obligations pursuant to Section 9.01, the aggregate outstanding principal amount of the Obligations (together with any Applicable Prepayment Premium) shall be repaid in full; provided that, in the event of only a portion of all Obligations being accelerated, only such portion so accelerated shall be so repaid together with the Applicable Prepayment Premium. (vii) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts Net Casualty Proceeds consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv2.05(c)(v), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the such Net Cash Proceeds from all such Dispositions and Extraordinary Receipts Net Casualty Proceeds shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds and Net Casualty Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s 's business, ; provided that, that (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds or Net Casualty Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 30 days after such Disposition or loss, destruction or taking, as the date of receipt of such Net Cash Proceedscase may be, stating that such Net Cash Proceeds or Net Casualty Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s 's business within a period specified in such certificate not to exceed 360 180 days after the date of receipt of such Net Cash Proceeds or Net Casualty Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds or Net Casualty Proceeds to be so expended), (C) such Net Cash Proceeds or Net Casualty Proceeds are deposited in an account subject to a Control Agreementthe dominion and control of the Collateral Agent, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds or Net Casualty Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv2.05(c)(v) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 Business Days after (A) On or before the date required for the delivery to the Agents and the Lenders of audited annual the financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for May 31, 2024 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii), the Borrowers shall prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to 25% of the Excess Cash Flow of the Parent and its Subsidiaries for the period of three consecutive months ending on the last date of such fiscal quarter (such payment made pursuant to this clause (i)(A), a “Quarterly Excess Cash Flow Payment”) and (B) on or before the date required for the delivery to the Agents and the Lenders of the financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December May 31, 2014 2024 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times total of (I) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for the period of four consecutive quarters ending on the last date of such Fiscal Year; providedYear (or, that, with respect to in the case of the Fiscal Year ending December ended May 31, 20142023, the prepayment required under this Section 2.05(c)(i) shall be measured based on for the period beginning commencing on the Effective Date through and ending on May 31, 2023), minus (II) the end sum of (1) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year and (2) the aggregate amount of all Quarterly Excess Cash Flow Payments made in such Fiscal Year. (ii) Immediately upon Within three (3) Business Days of any Disposition (excluding Dispositions which qualify that qualifies as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (gh) or (hi) of the definition of Permitted Disposition) Disposition by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the such excess Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, issuance or incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, (x) with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries not in excess of $250,000 in the aggregate in any Fiscal Year in connection with Dispositions or the receipt of Extraordinary Receipts consisting of insurance proceeds, casualty events or condemnation awards, there shall be no obligation to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), and (y) with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds proceeds, casualty events or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 5 days after such Disposition or loss, destruction or taking, as the date of receipt of such Net Cash Proceedscase may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) any such Net Cash Proceeds received by a Loan Party in a jurisdiction where Control Agreements are required to be implemented are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) ), as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 Business Days after Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2022 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect Year minus the aggregate principal amount of all payments made by the Borrower pursuant to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i2.05(b) shall be measured based on the period beginning on the Effective Date through the end of for such Fiscal Year. (ii) Immediately upon Subject to clause (vi) below, within ten (10) Business Days following any Disposition (excluding Dispositions which qualify qualifies as a Permitted Dispositions under Disposition pursuant to clauses (al), (b), m) and (c), (d), (e), (f), (g) or (hn) of the definition of Permitted Dispositionthereof) by any Loan Party or its Subsidiaries, the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 500,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon Within two (2) Business Days following receipt of Net Cash Proceeds from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon Subject to clause (vi) below, within ten (10) Business Days following the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewiththerewith to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Extraordinary Receipts $1,000,000 in any Fiscal Year. (v) [Reserved]. (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Specified Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 1,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default under Section 9.01(a), 9.01(f) or 9.01(g) has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days 5 Business Days after such Disposition, loss, destruction or taking, as the case may be (or such later date of receipt of such Net Cash Proceedsas approved by the Administrative Agent in its sole discretion), stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 150 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of DefaultDefault under Section 9.01(a), 9.01(f) or 9.01(g), such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i); provided, (ii)further, (iii) and (iv) hereunder (A) that, in the case of any prepayment Net Cash Proceeds from a Permitted Disposition pursuant to clause (m) of a Reference Rate Loanthe definition thereof, the Borrower shall have provided at least 20 Business Days’ notice thereof to the Administrative Agent (or such shorter period as the Administrative Agent may agree in its sole discretion), and the right of the Borrower to use such Net Cash Proceeds as set forth above and not later than 12:00 noon, New York City time, one Business Day before prepay the date Obligations shall be subject to the prior written approval of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepaymentAdministrative Agent.

Mandatory Prepayment. (i) Within 10 Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year[Intentionally Omitted.] (ii) Immediately upon Within 2 Business Days of any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries (other than Non-Loan Party Permitted Acquisition Subsidiaries) pursuant to Section 6.02(c)(ii), the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (other than Non-Loan Party Permitted Acquisition Subsidiaries) (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 300,000 in any Fiscal Year, provided, that, for all Dispositions under clause Year (i) provided that the aggregate amount of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account not subject to a Control Agreement until prepayment pursuant to this clause (ii), when taken together with the earlier aggregate amount of Extraordinary Receipts not subject to prepayment pursuant to clause (xiv) such time as below shall not exceed $1,500,000 in the Borrowers and aggregate during the Agent agree in writing on the application term of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(dthis Agreement). Nothing contained in this Section 2.05(c)(iiclause (ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii6.02(c)(ii). Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing on the date such Person receives Net Cash Proceeds in connection with a Disposition of equipment or inventory, such Net Cash Proceeds (in an aggregate amount, when taken together with the aggregate amount of Extraordinary Receipts reinvested in accordance with clause (iv) below, not to exceed $1,500,000 in any Fiscal Year, and in any event, iii an aggregate amount not to exceed $2,500,000 during the term of this Agreement) received by such Person may, at the option of the Borrower, be applied to acquire replacement equipment or inventory for the equipment or inventory so disposed of, provided, that (x) until so applied, such Net Cash Proceeds shall either be (1) deposited into a cash collateral account with a commercial bank designated by the Collateral Agent (and when so deposited such Net Cash Proceeds shall constitute Collateral for the Obligations then outstanding and shall remain in such cash collateral account until such Net Cash Proceeds are applied in accordance with either of clauses (y) or (z) of this clause (ii)) or (2) upon notification by the Borrower to the Agents, applied to the Revolving Loans (and concurrently with such application to the Revolving Loans, the Administrative Agent shall establish and maintain a corresponding reserve to Availability in the amount so applied, which reserve shall be released at such time as the Borrower re-borrows funds in such amount to be used in accordance with either of clauses (y) or (z)(2) of this clause (ii)), (y) such Net Cash Proceeds must be applied and such equipment or inventory must be replaced within 120 days after the date of receipt thereof, and (z) upon (1) the occurrence and during the continuance of a Default or an Event of Default or (2) the expiration of such 120-day period, such Net Cash Proceeds, if not so applied, shall be applied to the prepayment of the Loans in accordance with Section 2.05(d). Notwithstanding the foregoing, if any Disposition shall occur on or prior to July 25,2006 and in connection therewith, the Borrower shall be required to prepay the Loans from the Net Cash Proceeds received from such Disposition in accordance with this clause (ii) and the Borrower shall not be permitted to reinvest the Net Cash Proceeds in accordance with this clause (ii) or does not reinvest such Net Cash Proceeds within the applicable 120-day period specified in this clause (ii), then an amount equal to such Net Cash Proceeds received in connection with such Disposition shall be applied to the Revolving Loans (but, if the outstanding principal amount of the Revolving Loans at such time is less than the amount of such Net Cash Proceeds, the amount of such Net Cash Proceeds remaining after applying such Net Cash Proceeds to the Revolving Loans shall be deposited into a cash collateral account with a commercial bank designated by the Collateral Agent (and when so deposited such Net Cash Proceeds shall constitute Collateral for the Obligations then outstanding)), and concurrently with such application to the Revolving Loans (or deposit into a cash collateral account), the Administrative Agent shall establish and maintain a corresponding reserve to Availability in the amount so applied and/or deposited, which (x) reserve and cash collateral shall be released and (y) such amount shall be used to prepay the Loans in accordance with Section 2.05(d), in each case on July 25, 2006. (iii) Upon Within 1 Business Day of the issuance or incurrence by any Loan Party or any of its Subsidiaries (other than Non-Loan Party Permitted Acquisition Subsidiaries) of any Indebtedness (other than any Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iiisubsection (iii) shall not be deemed to be implied consent to any such issuance, issuance or incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon Within 2 Business Days of the receipt by any Loan Party or any of its Subsidiaries (other than Non-Loan Party Permitted Acquisition Subsidiaries) of any Extraordinary ReceiptsReceipts in excess of $300,000 in any Fiscal Year (provided that the aggregate amount of Extraordinary Receipts not subject to prepayment pursuant to this clause (iv), when taken together with the aggregate amount of Net Cash Proceeds not subject to prepayment pursuant to clause (ii) above shall not exceed $1,500,000 in the aggregate during the term of this Agreement), the Borrowers Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by of such Person in connection therewith. (v) Extraordinary Receipts. Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), so long as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives Extraordinary Receipts consisting of insurance proceeds from one or more policies covering, or proceeds from any judgment, settlement, condemnation or other cause of action in respect of, the loss, damage, taking or theft of any real property, equipment or inventory, such Extraordinary Receipts (in an aggregate amount, when taken together with the aggregate amount of Net Cash ProceedsProceeds reinvested in accordance with clause (ii) above, not to exceed $1,500,000 in any Fiscal Year, and, in any event, in an aggregate amount not to exceed $2,500,000 during the term of this Agreement) received by such Person may, at the option of the Borrower, be applied to repair or restore such real property, equipment or inventory or acquire replacement real property, equipment or inventory for the real property, equipment or inventory so lost, damaged or stolen or other real property, equipment or inventory used or useful in the business of such Person for the real property, equipment or inventory so lost, damaged or stolen, provided, that (Bx) until so applied, such Extraordinary Receipts shall either be (1) deposited into a cash collateral account with a commercial bank designated by the Administrative Collateral Agent (and when so deposited such Extraordinary Receipts shall constitute Collateral for the Obligations then outstanding and shall remain in such cash collateral account until such Extraordinary Receipts are applied in accordance with either of clauses (y) or (z) of this clause (iv)) or (2) upon notification by the Borrower delivers a certificate to the Agents, applied to the Revolving Loans (and concurrently with such application to the Revolving Loans, the Administrative Agent shall establish and maintain a corresponding reserve to Availability in the amount so applied, which reserve shall be released at such time as the Borrower re-borrows funds in such amount to be applied in accordance with either of clauses (y) or (z)(2) of this clause (iv)), (y) such Extraordinary Receipts must be applied and such real property, equipment or inventory must be repaired, restored or replaced within 60 120 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreementthereof, and (Dz) upon the earlier of (1) the expiration of occurrence and during the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence continuance of a Default or an Event of DefaultDefault or (2) the expiration of such 120-day period, such Extraordinary Receipts, if not so applied, shall be applied to the prepayment of the Loans in accordance with Section 2.05(d). Notwithstanding the foregoing, if any Loan Party or any of its Subsidiaries (other than Non-Loan Party Permitted Acquisition Subsidiaries) receives any Extraordinary Receipts on or prior to July 25, 2006 and in connection therewith, the Borrower shall be required to prepay the Loans from the Net Cash Proceeds received from such Extraordinary Receipts in accordance with this clause (iv) and the Borrower shall not be permitted to reinvest the Net Cash Proceeds in accordance with this clause (iv) or does not reinvest such Net Cash Proceeds within the applicable 120-day period specified in this clause (iv), then an amount equal to such Net Cash Proceeds received in connection with such Extraordinary Receipts shall be applied to the Revolving Loans (but, if the outstanding principal amount of the Revolving Loans at such time is less than the amount of such Net Cash Proceeds, if not theretofore the amount of such Net Cash Proceeds remaining after applying such Net Cash Proceeds to the Revolving Loans shall be deposited into a cash collateral account with a commercial bank designated by the Collateral Agent (and when so useddeposited such Net Cash Proceeds shall constitute Collateral for the Obligations then outstanding)), and concurrently with such application to the Revolving Loans (or deposit into a cash collateral account), the Administrative Agent shall establish and maintain a corresponding reserve to Availability in the amount so applied and/or deposited, which (x) reserve and cash collateral shall be released and (y) such amount shall be used to prepay the Obligations Loans in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i2.05(d), (ii)in each case on July 25, (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment2006.

Mandatory Prepayment. (a) Subject to Section 2.11(g), not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.11(e); provided that, if (i) Within 10 Business Days Holdco shall deliver a certificate of a Financial Officer to the Agent at the time of receipt of any Net Cash Proceeds from any Asset Sale setting forth its intent to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Holdco Group within 360 days of receipt of such proceeds and (ii) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, then no prepayment will be required pursuant to this clause in respect of such Net Cash Proceeds (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except that, if any such Net Cash Proceeds have not been so applied by the end of such 360-day period, a prepayment will be required at that time in an amount equal to the amount of such Net Cash Proceeds that have not been so applied; provided that if the applicable Group Member enters into a definitive agreement to apply such Net Cash Proceeds in productive assets of a kind then used or usable in the business of the Holdco Group prior to the end of such 360-day period and the conditions set forth in clauses (ii) and (iii) are satisfied, the Borrower shall be required to prepay outstanding Loans with such Net Cash Proceeds only to the extent that such Net Cash Proceeds are not so applied within 180 days of the date of such definitive agreement. (b) No later than the 10th day after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of date on which the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered with respect to the Agents and the Lenders on the date such statements each fiscal year of Holdco are required to be delivered pursuant to Section 7.01(a)(iii5.01(a) (commencing with the fiscal year ending December 31, 2014), within 10 the Borrower shall prepay outstanding Loans in accordance with Section 2.11(e) in an aggregate principal amount equal to (i) 50% of Excess Cash Flow for such fiscal year of Holdco, provided that, with respect to any fiscal year, such percentage shall reduce to (x) 25% if the Total Net Leverage Ratio as of the last day of such fiscal year is less than 2.50 to 1.00 but equal to or greater than 2.00 to 1.00 and (y) 0% if the Total Net Leverage Ratio is less than 2.00 to 1.00 minus (ii) the aggregate principal amount of all Loans voluntarily prepaid pursuant to Section 2.12 during such fiscal year. (c) In the event that any Group Member shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by any Group Member (other than any Indebtedness for money borrowed permitted pursuant to Section 6.03), the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Days after Day next following) the date receipt of such statements are Net Cash Proceeds by such Group Member, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.11(e); provided, however that any such Indebtedness that is permitted under Section 6.03 but that is incurred pursuant to Section 2.22 shall be required to be delivered applied to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times the Excess Cash Flow of the Parent terms thereof and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal YearSection 2.22. (iid) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (aSubject to Section 2.11(g), (b), (c), (d), (e), (f), (g) within five Business Days after any Net Cash Proceeds are received by or (h) on behalf of the definition any Group Member in respect of Permitted Disposition) by any Loan Party or its SubsidiariesCasualty Event, the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d2.11(e) in an aggregate amount equal to 100% of the Net Cash Proceeds; provided that if Holdco shall deliver to the Agent a certificate of a Financial Officer to the effect that (i) it intends to apply the Net Cash Proceeds received by from such Person event (or a portion thereof specified in connection such certificate), within 360 days after receipt of such Net Cash Proceeds to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Holdco Group, (ii) the property acquired with such Disposition Net Cash Proceeds will be included in the Collateral at least to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid property subject to the Administrative Agent as a prepayment Casualty Event was included therein and (iii) no Default or Event of Default shall have occurred and shall be continuing at the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds time of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until certificate or at the earlier proposed time of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceedsproceeds, and upon such agreement then no prepayment will be required pursuant to this clause in respect of such Net Cash Proceeds shall be applied (or the portion of such Net Cash Proceeds specified in accordance with such agreementcertificate, and (yif applicable) 60 days after the receipt of except that if any such Net Cash ProceedsProceeds have not been so applied by the end of such 360-day period, a prepayment will be required at which that time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% the amount of the such Net Cash Proceeds received by that have not been so applied; provided that if the applicable Group Member enters into a definitive agreement to apply such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by in productive assets of a kind then used or usable in the business of the Holdco Group prior to the end of such Person 360-day period and the conditions set forth in connection therewith. clauses (vii) Notwithstanding and (iii) are satisfied, the foregoing, Borrower shall be required to prepay outstanding Loans with respect to such Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations only to the extent that such Net Cash Proceeds are used not so applied within 180 days of the date of such definitive agreement. (e) Subject to replaceSection 2.11(g), repair or restore properties or assets mandatory prepayments of outstanding Loans shall be applied (i) on a pro rata basis to each then outstanding Class of Loans (except as otherwise contemplated by Section 2.11(g)) and (ii) to reduce future scheduled amortization in respect of the Classes of Loans so prepaid in direct order of maturity against the eight next scheduled installments of principal due in respect of such Loans until such installments have been repaid in full and, then, pro rata against the remaining scheduled installments of principal due in respect of such Loans until all such Loans have been repaid in full. (f) Any Lender may elect, by notice to the Agent within one Business Day after receiving notification from the Agent of any prepayment of its Loans pursuant to clauses (a) to Section 2.11(e) of this Section (other than current assetsany such prepayment required as a result of incurrence of any Indebtedness pursuant to Section 2.22), to decline its ratable share of such prepayment in which case the aggregate amount of the prepayment that would have been applied to prepay the Loans of such declining Lender shall be re-offered to those Lenders (if any) used who have initially accepted such prepayment (such re-offer to be made to each such Lender based on the percentage which such Lender’s Loans represents of the aggregate Loans of all Lenders who initially accepted such prepayment). In the event of such a re-offer, the relevant Lenders may elect, by notice to the Agent within one Business Day of receiving notification of such re-offer, to decline (in whole but not in part) the amount of such Person’s businessprepayment that is re-offered to them. To the extent that any Lender does not respond to the notice regarding such re-offer, provided thatsuch Lender shall be deemed to have accepted the amount so offered. Any such re-offered amounts that are so declined may be retained by the Borrower. (g) If at the time that any prepayment under Section 2.11(a) or Section 2.11(d) would be required, the Borrower is required to offer to repurchase any Indebtedness incurred under Section 6.03(b)(iii) that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of the applicable Asset Sale or Casualty Event (Asuch Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the applicable Loans and Other Applicable Indebtedness) to the prepayment of the applicable Loans and to the repurchase of Other Applicable Indebtedness, and the amount of prepayment of the applicable Loans that would have otherwise been required pursuant to Section 2.11(a) or Section 2.11(d), as applicable, shall be reduced accordingly. (h) In the event of any mandatory prepayment of Loans made at a time when Loans of more than one Class remain outstanding, the Borrower shall select Loans to be prepaid so that the aggregate amount of such prepayment is allocated to the Loans pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class (except to the extent that any applicable Refinancing Term Loan Amendment or, to the extent permitted under Section 2.23, any Incremental Assumption Agreement for any Class of Loans provides that the Loans made pursuant thereto shall be entitled to less than pro rata treatment); provided, that any prepayment of Loans required as a result of the incurrence of Indebtedness pursuant to Section 2.22 shall be applied solely to each applicable Class or tranche of Loans to be Refinanced. (i) The Borrower shall deliver to the Agent, at the time of each prepayment required under this Section 2.11, a certificate signed by a Financial Officer of setting forth in reasonable detail the calculation of the amount of such prepayment at least three Business Days prior to the date of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid determined in accordance with clause (e) above. All prepayments under this Section 2.11 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (j) Notwithstanding any of the other provisions of this Section 2.11, so long as no Default or Event of Default has shall have occurred and be continuing, if any prepayment of Eurodollar Loans is continuing required to be made under this Section 2.11 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.11 in respect of any such Eurodollar Loan prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder into a cash collateral account (which shall be on terms reasonably satisfactory to the date Agent) until the last day of such Person receives Interest Period, at which time the Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such Net Cash Proceedsamount to the prepayment of such Loans in accordance with this Section 2.11. Upon the occurrence and during the continuance of any Default or Event of Default, the Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.11. (k) Notwithstanding any other provision of this Section 2.11, (Bi) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after extent that any or all of the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used of any Asset Sale by a Foreign Subsidiary giving rise to replacea prepayment event pursuant to Section 2.11(a) (a “Foreign Asset Sale”), repair the Net Cash Proceeds of any Casualty Event with respect to the assets or restore properties property of any Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.11(d) (a “Foreign Casualty Event”) or assets used in such Person’s business within a period specified in such certificate not Excess Cash Flow of any Foreign Subsidiary are prohibited or delayed by applicable local law from being repatriated to exceed 360 days after the date of receipt United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay the Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (which certificate shall set forth estimates the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to use commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.11 to the extent provided herein and (ii) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition, any Foreign Casualty Event or Excess Cash Flow of any Foreign Subsidiary would have a material adverse tax cost consequence with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary, provided that, in the case of this clause (ii), on or before the date on which any Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.11 (or such Excess Cash Flow would have been so expendedrequired if it were Net Cash Proceeds), (Cx) the Borrower applies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such reinvestments or 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, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary) or (y) such Net Cash Proceeds or Excess Cash Flow are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished applied to the Administrative Agent pursuant to clause (B) above or (2) the occurrence repayment of Indebtedness of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicableForeign Subsidiary. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 five Business Days after the delivery to the Agents and the Lenders of audited annual date financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents 6.01(a) and the Lenders related Compliance Certificate has been delivered pursuant to Section 7.01(a)(iii6.02(a), the Borrowers Borrower shall prepay the outstanding cause to be prepaid an aggregate principal amount of Term Loans and Mission Term Loans (allocated between the Term Loans in accordance with Section 2.05(dand Mission Term Loans at the discretion of the Borrower) in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the applicable “ECF Percentage times the Percentage”) of Excess Cash Flow Flow, if any, for the fiscal year covered by such financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) the sum of the Parent (1) all voluntary prepayments of Term Loans and its Subsidiaries for such Fiscal Year; provided, Mission Term Loans (provided that, with respect to Discounted Voluntary Prepayments and Mission Discounted Voluntary Prepayments, only the Fiscal Year ending December 31, 2014, the actual amount of cash used to consummate such prepayment required under this Section 2.05(c)(i) shall be measured based on included in such calculation) during such fiscal year and (2) all voluntary prepayments of Revolving Credit Loans and Mission Revolving Credit Loans during such fiscal year to the period beginning on extent the Effective Date through Revolving Credit Commitments and/or Mission Revolving Credit Commitments, as applicable, are permanently reduced by the end amount of such Fiscal Yearpayments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 and greater than 2.5:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.5:1.0. (ii) Immediately upon (A) Subject to Section 2.05(b)(ii)(B), if (x) any Nexstar Entity Disposes of any property or assets (other than any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (aof any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g), (j), (k), (m), (o), (p), (q), (r), (s), (t) or (hu)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of the definition of Permitted Disposition) by any Loan Party or its SubsidiariesNet Cash Proceeds, the Borrowers Borrower shall prepay the outstanding principal amount of the Loans make a prepayment, in accordance with Section 2.05(d) in 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to 100% of the all such Net Cash Proceeds received by realized or received; provided that no such Person in connection prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such Disposition to the extent that the aggregate amount portion of such Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject its intent to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied reinvest in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii2.05(b)(ii)(B) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not which notice may only be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) if no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expendedthen continuing), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 Business Days after the ten (10) days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2004, or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii7.01(a)(ii), within 10 Business Days ten (10) days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii7.01(a)(ii), the A Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) Term Loan A in an amount equal to the applicable ECF Percentage times 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect . Any payments required to the Fiscal Year ending December 31, 2014, the prepayment required be made under this Section 2.05(c)(iparagraph (c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Yearapplied as set forth in Section 2.05(d). (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its SubsidiariesSubsidiaries (other than Excluded Persons) pursuant to Section 7.02(c)(ii)(B) or (C) or Section 7.02(c)(iv), the A Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) Term Loan A in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the LoansTerm Loan A) shall exceed for all such Dispositions (other than Dispositions under clause (i) since the Effective Date $500,000, provided that, in the case of the definition of Permitted Disposition) Disposition permitted under Section 7.02(c)(iv), $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) 1,250,000 of the definition of Permitted Disposition, all Net Cash Proceeds from such Disposition received by SMC shall not be required to be so prepaid to the extent (A) such proceeds are applied to purchase other assets used in SMC's business if SMC delivers a certificate to the Administrative Agent within 30 days of such Dispositions event stating that such proceeds shall be applied to purchase other assets to be used in SMC's business within a period specified in such certificate not to exceed 180 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (B) such proceeds are deposited into and maintained in a blocked deposit account subject to a Control Agreement until but shall be disbursed to SMC from time to time upon presentation to the earlier Administrative Agent of (x) such time as a purchase order, invoice or similar document evidencing the Borrowers and the Agent agree in writing on the application purchase of such Net Cash Proceedsassets. If all or any portion of such proceeds not so applied to the prepayment of the Term Loan A are not so used within the period specified in the relevant certificate furnished pursuant hereto (not to exceed 180 days), and upon such agreement such Net Cash Proceeds remaining portion shall be applied in accordance with to prepay the outstanding principal of the Term Loan A on the last day of such agreementspecified period. Notwithstanding the foregoing, upon the occurrence and (y) 60 days after during the receipt continuance of any an Event of Default, the Administrative Agent may apply such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). proceeds to the prepayment of the Term Loan A. Nothing contained in this Section 2.05(c)(iisubsection (ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii7.02(c). Any payments required to be made under this paragraph (c)(ii) shall be applied as set forth in Section 2.05(d). (iii) Upon the issuance or incurrence by any Loan Party (other than MHI) or any of its Subsidiaries (other than Excluded Persons) of any Subordinated Indebtedness, or the sale or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness shares of its Capital Stock (other than Permitted Indebtednessshares issued by MHI pursuant to Section 7.02(h)), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the A Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) Term Loan A in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iiisubsection (iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. Any payments required to be made under this paragraph (c)(iii) shall be applied as set forth in Section 2.05(d). (iv) Upon the receipt by any Loan Party or any of its Subsidiaries (other than Excluded Persons) of any Extraordinary Receipts, the A Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) Term Loan A in an amount equal to 100% of the Net Cash Proceeds received by such Person Extraordinary Receipts, net of any reasonable expenses incurred in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of collecting such Extraordinary Receipts consisting and, in the case of any Extraordinary Receipts comprising insurance proceeds, net of the amount of such proceeds or condemnation awards that are required to be used paid to prepay a Person holding a first priority, Permitted Lien on the Obligations pursuant assets to Section 2.05(c)(ii) or Section 2.05(c)(iv)which such proceeds relate, as provided that, except during the case may becontinuance of an Event of Default, up to $250,000 in the aggregate in 500,000 of Extraordinary Receipts comprising insurance proceeds received by such Persons during any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay prepaid on the Obligations date such proceeds are received by such Loan Party to the extent that (A) such Net Cash Proceeds proceeds are used to replace, repair replace or restore the properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event 's business in respect of Default has occurred and is continuing on the date which such Person receives such Net Cash Proceeds, (B) proceeds were paid if the Administrative Borrower delivers a certificate to the Administrative Agent within 60 30 days after the date of receipt of such Net Cash Proceeds, event stating that such Net Cash Proceeds proceeds shall be used to replace, repair replace or restore any such properties or assets to be used in such Person’s 's business within a period specified in such certificate not to exceed 360 180 days after the date of receipt of such Net Cash Proceeds proceeds (which certificate shall set forth estimates of the Net Cash Proceeds proceeds to be so expended), ) and (CB) such Net Cash Proceeds proceeds are deposited in an a deposit account subject to a Control AgreementAgreement but shall be disbursed to the applicable Loan Party from time to time upon presentation of a purchase order, and (D) upon invoice or similar document evidencing the earlier purchase of (1) such replacement assets. If all or any portion of such proceeds not so applied to the expiration prepayment of the Term Loan A are not so used within the period specified in the relevant certificate furnished pursuant hereto (not to exceed 180 days), such remaining portion shall be applied to prepay the Administrative Agent pursuant to clause (B) above or (2) outstanding principal of the Term Loan A on the last day of such specified period. Notwithstanding the foregoing, upon the occurrence and during the continuance of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant may apply such proceeds to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and Term Loan A. Any payments required to be made under this paragraph (Bc)(iv) shall be applied as set forth in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepaymentSection 2.05(d).

Mandatory Prepayment. (ia) Within 10 Business Days after If at the delivery to the Agents and the Lenders end of audited annual financial statements pursuant to Section 7.01(a)(iii)any fiscal year of Borrower, commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended fiscal year ending December 31, 2014 or2007, if such financial statements are not delivered (i) the Total Leverage Ratio is less than 2.00 to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii)1.00, the Borrowers Real Estate Term Loan shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) be subject to mandatory prepayment in an amount equal to the applicable ECF Percentage times the twenty-five percent (25%) of Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; providedfiscal year, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. and (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) the Total Leverage Ratio is equal to or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiariesgreater than 2.00 to 1.00, the Borrowers Real Estate Term Loan shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) be subject to mandatory prepayment in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries fifty percent (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i50%) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, Excess Cash Flow for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions fiscal year. Such mandatory prepayments shall be deposited into due and maintained in a blocked account subject to a Control Agreement until payable on that day which is one hundred twenty (120) days following the earlier last day of (x) such time as the Borrowers each fiscal year of Borrower and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied to the remaining principal payments due on the Real Estate Term Loan in accordance with such agreement, and (y) 60 days after the receipt inverse order of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii)their maturities. (iiib) Upon the issuance or incurrence by any The Real Estate Term Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) be subject to mandatory prepayment in an amount equal to one hundred percent (100% %) of the Net Cash Proceeds insurance, condemnation or other proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iiiwith any casualty event, condemnation or other loss suffered by Borrower or any Subsidiary (“Event Proceeds”); provided, however, that (i) if such Event Proceeds are less than or equal to $500,000.00, no mandatory prepayment shall not be deemed required, such Event Proceeds shall be paid to Borrower, and Borrower shall use such Event Proceeds to repair or restore the assets which gave rise to such Event Proceeds, and (ii) if such Event Proceeds are greater than $500,000.00, Agent may determine that no mandatory prepayment is to be implied consent required and that such Event Proceeds are to be paid to Borrower, and, in such event, Borrower shall use such Event Proceeds to repair or restore the assets which gave rise to such Event Proceeds. Such mandatory prepayments shall be due on that date which is ten (10) days following the date on which Borrower or Agent receives any such issuance, incurrence or sale otherwise prohibited by Event Proceeds and shall be applied to the terms and conditions remaining principal payments due on the Real Estate Term Loan in inverse order of this Agreementtheir maturities. (ivc) Upon the receipt by any The Real Estate Term Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) be subject to mandatory prepayment in an amount equal to one hundred percent (100% %) of the net proceeds of any sale or other disposition of assets of Borrower or any Subsidiary (“Net Proceeds”); provided, however, that (i) if the aggregate amount of the Net Cash Proceeds received by of all such Person in connection therewith. sales or dispositions during any calendar year is less than $250,000.00, no mandatory prepayment shall be required, (vii) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(iiif (A) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year amount of the Net Cash Proceeds from of all such Dispositions and Extraordinary Receipts shall not be required sales or dispositions during any calendar year is equal to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replaceor greater than $250,000.00 but less than $1,000,000.00, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) Borrower acquires replacement assets having a cost at least equal to such Net Proceeds in which Agent has a first priority Lien, no mandatory prepayment shall be required, and (iii) if the aggregate amount of the Net Proceeds of all such sales or dispositions during any calendar year is equal to or greater than $1,000,000.00, Agent may determine that no mandatory prepayment is to be required if Borrower acquires replacement assets having a cost at least equal to such Net Proceeds in which Agent has a first priority Lien. Any such mandatory prepayments shall be due on that date which is ten (10) days following the date on which Borrower or Agent receives any such Net Proceeds which results in the case obligation to make a mandatory prepayment, and shall be applied to the remaining principal payments due on the Real Estate Term Loan in inverse order of their maturities. Notwithstanding any provision of this Agreement or any Loan Document to the contrary, Borrower or any Subsidiary may sell or convey its assets, other than the assets described in the Pledge Agreements, free and clear of the Liens created by the Loan Documents, provided that any such sale or conveyance is subject to the provisions of, and in accordance with, this Section 3.5(c). (d) The Real Estate Term Loan shall be subject to mandatory prepayment in an amount equal to one hundred percent (100%) of a LIBOR Rate Loanthe net proceeds from any issuance of debt securities, excluding (i) any proceeds from any issuance by Borrower of equity securities and (ii) cash proceeds used in conjunction with any acquisition; provided however, that the Senior Subordinated Note shall not later than 12:00 noon, New York City time, three Business Days before constitute debt securities for purposes of this Section 3.5(d). Such mandatory prepayments shall be due on the date on which such debt securities are issued and shall be applied to the remaining principal payments due on the Real Estate Term Loan in inverse order of prepaymenttheir maturities.

Mandatory Prepayment. 9.2.1 If any person or group of persons acting in concert gains control of the Parent: (a) the Parent shall promptly notify the Facility Agent upon becoming aware of that event; (b) a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan) and the Facility Agent and the Parent shall consult about the change of control; (c) if the Majority Lenders so require after a period of 45 days from receipt of the notice referred to in Clause 9.2.1(a) above, the Facility Agent shall by notice to the Parent, (such notice to be delivered no later than 60 days from receipt of the notice referred to in Clause 9.2.1(a) above), cancel the Total Commitments and declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable; (d) if the Facility Agent does not serve the notice referred to in Clause 9.2.1(c) above, each Lender may by notice to the Facility Agent, which shall be delivered not earlier than 45 days nor later than 60 days from receipt of the notice referred to in 9.2.1(a) above, whereupon the Facility Agent shall by notice to the Parent (such notice to be delivered promptly after receipt of the Lender’s notification), cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest thereon and all other amounts due to such Lender under the Finance Documents immediately due and payable, whereupon the Commitment of the Lender will be cancelled and all such outstanding amounts will become immediately due and payable. 9.2.2 For the purpose of Clause 9.2.1 above, control means: (a) the power (whether by way ownership of shares, proxy, contract, agency or otherwise) to: (i) Within 10 Business Days after cast, or control the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii)casting of, commencing with the delivery to the Agents and the Lenders more than one-half of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to maximum number of votes that might be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount cast at a general meeting of the Loans in accordance with Section 2.05(dParent; or (ii) in an amount equal to appoint or remove all, or the applicable ECF Percentage times the Excess Cash Flow majority, of the Parent and its Subsidiaries for such Fiscal Yeardirectors or other equivalent officers of the Parent; provided, that, or (iii) give directions with respect to the Fiscal Year ending December 31operating and financial policies of the Parent which the directors or other equivalent officers of the Parent are obliged to comply with; or (b) the holding of more than one-half of the issued share capital of the Parent (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital). For the purpose of Clause 9.2.1 above, 2014acting in concert means, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date a group of persons who, pursuant to an agreement or understanding (whether formal or Table of Contents informal), actively co-operate, through the end acquisition by any of such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a)them, (b)either directly or indirectly, (c)of shares in the Parent, (d), (e), (f), (g) to obtain or (h) consolidate control of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii)Parent. (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) The Borrowers will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds any of the limits set forth in Section 2.01(b)(i) to the full extent of such excess. On each day that any Revolving Loans or Letters of Credit are requested by the Borrowers, the Borrowers shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as set forth in the Borrowing Base Certificate most recently delivered to the Agents equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time after the Borrowers have complied with the first sentence of this Section 2.05(c)(i), the aggregate Letter of Credit Obligations are greater than the then current Borrowing Base, the Borrowers shall provide Cash Collateral equal to such excess to the Administrative Agent, which Cash Collateral shall be, returned to the Borrowers, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base. (ii) The Borrowers will immediately prepay the outstanding principal amount of the Term Loan, accompanied by the payment of the Applicable Prepayment Premium, if any, in the event that the Total Revolving Credit Commitment is terminated for any reason. (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Loans in accordance with the terms of this Agreement. (iv) Within 10 Business Days after ten days of the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2018 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall shall, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(dclause (d) below in an amount equal to the applicable ECF Percentage times result of (to the extent positive) (1) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, thatminus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year (in the case of payments made by the Borrowers pursuant to Section 2.05(b)(i), with respect only to the Fiscal Year ending December 31, 2014, extent that the prepayment required under this Section 2.05(c)(i) shall be measured based on Total Revolving Credit Commitment is permanently reduced by the period beginning on the Effective Date through the end amount of such Fiscal Yearpayments). (iiv) Immediately upon Subject to clause (viii) below, within three (3) Business Days after (x) any Disposition (excluding Dispositions which qualify as Permitted Dispositions permitted under clauses (a), (b), (c), (d), (e), (f), (g) or ), (h), (j) and (k) of the definition of Permitted DispositionDispositions) by any Loan Party or its Subsidiaries or (y) the receipt of any proceeds in respect of the Denville Earn-out by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans Obligations in accordance with Section 2.05(dclause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition or the Denville Earn-out, as applicable, in the case of such Dispositions to the extent that the aggregate amount of Net Cash Proceeds received by all the Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the applicable Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 500,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii2.05(c)(v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii7.02(c)(iii). (iiivi) Upon the issuance or incurrence by Within one (1) Business Day of any Loan Party or any of its Subsidiaries Subsidiaries' receipt of the Net Cash Proceeds from any issued or incurred Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series including any issuance of related Permitted Cure Equity Issuances that results in a Change of Control(other than any Excluded Equity Issuances), the Borrowers shall prepay the outstanding amount of the Loans Obligations in accordance with Section 2.05(dclause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii2.05(c)(vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (ivvii) Upon Subject to clause (viii) below, within three (3) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary ReceiptsReceipts in an amount exceeding $250,000 in any Fiscal Year, the Borrowers shall prepay the outstanding principal of the Loans Obligations in accordance with Section 2.05(dclause (d) in below an amount equal to 100% of the Net Cash Proceeds in excess of $250,000 received by such Person in connection therewith. (vviii) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts Borrowers shall not be required to make a prepayment otherwise required pursuant to Section 2.05(c)(v) or Section 2.05(c)(vii) with Reinvestment Eligible Funds so long as: (I) if the receipt of Reinvestment Eligible Funds did not arise from a disposition of or a casualty or condemnation of any property or assets, such Reinvestment Eligible Funds shall be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s businessconstituting property, provided thatplant or equipment, (AII) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash ProceedsReinvestment Eligible Funds, (BIII) the Administrative Borrower delivers a certificate to Borrowing Agent notifies the Administrative Agent (the "Reinvestment Notice") within 60 10 days after such Disposition or loss (the date "Reinvestment Period") of receipt the intent of the applicable Person to use such Net Cash ProceedsReinvestment Eligible Funds to purchase, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s 's business within a period specified in such certificate not to exceed 360 180 days after the date of receipt of such Net Cash Proceeds Reinvestment Eligible Funds and (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (CIV) such Net Cash Proceeds Reinvestment Eligible Funds are deposited in an account subject to a Control AgreementControlled Deposit Account; provided that, and (Dif all or any portion of such Reinvestment Eligible Funds are not used in accordance with this Section 2.05(c)(viii) upon the earlier of (1) the expiration of within the period specified in the relevant certificate furnished Reinvestment Notice, the remaining portion shall be applied to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii2.05(c)(v) or Section 2.05(c)(iv2.05(c)(vii) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 Business Days after the delivery to the Agents and the Lenders of audited annual financial statements Immediately upon any Disposition by any Loan Party or its Subsidiaries pursuant to Section 7.01(a)(iii7.02(c)(i), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii(ii) or (iii), the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Term Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the LoansTerm Loan) shall exceed for all such Dispositions (other than Dispositions under clause (i) since the Effective Date the sum of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d)15,000. Nothing contained in this Section 2.05(c)(iisubsection (i) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii7.02(c)(i), (ii) or (iii). (iiiii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d) and (e) of the definition of Permitted Indebtedness), or upon an Equity Issuance the sale or series issuance by any Loan Party or any of related Equity Issuances that results in a Change its Subsidiaries of Controlany shares of its Capital Stock, the Borrowers Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) Term Loan in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iiisubsection (ii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iviii) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) Term Loan in an amount equal to 100% of the Net Cash Proceeds received by such Person Extraordinary Receipts, net of any reasonable expenses incurred in connection therewithcollecting such Extraordinary Receipts. (viv) Notwithstanding In the foregoingevent that the aggregate amount of the cash and Permitted Investments of the Loan Parties and their Subsidiaries exceeds at any time after March 31, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or 2003 $650,000, the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to Borrower shall immediately prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as outstanding principal of the case may be, up to $250,000 Term Loan in the aggregate in any Fiscal Year of the Net Cash Proceeds from all amount equal to such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicableexcess. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 Business Days after Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2021 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall shall, if the Leverage Ratio of the Ultimate Parent and its Subsidiaries as of the end of such Fiscal Year is (A) greater than 3.50 to 1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times result of (to the extent positive) (1) 50% of the Excess Cash Flow of the Ultimate Parent and its Subsidiaries for such Fiscal Year; providedYear minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year (in the case of payments made by the Borrowers pursuant to Section 2.05(b)(i), that, with respect only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments), or (B) equal to or less than 3.50 to 1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (1) 25% of the Excess Cash Flow of the Ultimate Parent and its Subsidiaries for such Fiscal Year ending December 31minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year (in the case of payments made by the Borrowers pursuant to Section 2.05(b)(i), 2014, only to the prepayment required under this Section 2.05(c)(i) shall be measured based on extent that the period beginning on Total Revolving Credit Commitment is permanently reduced by the Effective Date through the end amount of such Fiscal Yearpayments). (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (hg) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 1,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related (other than any Excluded Equity Issuances that results in a Change of ControlIssuances), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to (A) with respect to any Indebtedness (other than Permitted Indebtedness), 100% of the Net Cash Proceeds received by such Person in connection therewith and (B) with respect to an Equity Issuance (other than any Excluded Equity Issuances), 50% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewiththerewith to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Extraordinary Receipts $1,000,000 in any Fiscal Year. (v) Immediately upon receipt by the Borrowers of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of such proceeds. (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 5,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, ; provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 five days after such Disposition or loss, destruction or taking, as the date of receipt of such Net Cash Proceedscase may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (a) Subject to Section 2.9.2(c), Borrower shall prepay, first, the Term A Loans until Paid in Full and, then, the Term B Loans until Paid in Full (in each case in the inverse order of maturity to the remaining installments thereof), at the following times and in the following amounts: (i) Within 10 Business Days after concurrently with the delivery receipt by Holdings, Borrower or any Subsidiary of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; (ii) concurrently with the Agents and the Lenders receipt by Holdings, Borrower or any Subsidiary of audited annual financial statements any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued pursuant to Section 7.01(a)(iii7.11(a)), in an amount equal to such Net Cash Proceeds; and (iii) within 90 days after the end of each Fiscal Year (commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii2006), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times the of Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (iib) Immediately upon If on any Disposition day the Revolving Loans then outstanding exceed Borrowing Availability, whether pursuant to a reduction of the Revolving Loan Commitment pursuant to Section 2.8.1 or otherwise, Borrower shall immediately prepay Revolving Loans in an amount sufficient to eliminate such excess. (excluding Dispositions which qualify as Permitted Dispositions under clauses (ac) Notwithstanding Section 2.9.2(a), (b), (c), (d), (e), (f), (g) or (h) on each Monday during the term of the definition of Permitted Disposition) by any Revolving Loan Party or its SubsidiariesCommitment and for so long as there are Revolving Loans outstanding, the Borrowers Borrower shall prepay the outstanding principal amount of the Revolving Loans until Paid in accordance with Section 2.05(d) Full in an amount equal to 100% of the Net Excess Cash Proceeds received by such Person in connection with such Disposition to at the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds time of such Dispositions shall be deposited into and maintained in a blocked account subject payment. Payments pursuant to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii2.9.2(c) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans result in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 reduction in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicableRevolving Loan Commitment. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 Business Days If at any time from and after the delivery Closing Date: (i) the Borrower merges or consolidates with another Person and the Borrower is not the surviving entity, or (ii) the Borrower or any Consolidated Subsidiary sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the Agents aggregate Limited Minority Holdings (but excluding the Borrower's interest in Pentagon Fashion Center) of the Borrower and its Consolidated Subsidiaries exceed 20% of Capitalization Value, or (iv) the Borrower or the Management Company ceases 35 37 to provide property management and leasing services to 33% of the total number of Shopping Centers in which the Borrower has an ownership interest (the date any such event shall occur being the "Prepayment Date"), the Commitment shall be terminated and the Lenders Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of audited annual financial statements the prepayment on the principal amount prepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 7.01(a)(iii5.2(f), commencing with . Each such prepayment shall be applied to prepay ratably the delivery to the Agents and the Lenders Loans of the financial statements for Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the Fiscal Year ended December 31phrase "sells, 2014 ortransfers, if such financial statements are assigns or conveys" shall not delivered to the Agents include (i) sales or conveyances among Borrower and the Lenders on the date such statements are any Consolidated Subsidiaries, or (ii) mortgages secured by Real Property. (ii) On or before June 24, 1999, Borrower shall be required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided$450,000,000. In addition, thaton or before March 24, with respect to the Fiscal Year ending December 312000, 2014, the prepayment required under this Section 2.05(c)(i) Borrower shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall required to prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an additional amount equal to 100% $450,000,000. The Borrower shall immediately make such prepayment together with interest accrued to the date of the Net Cash Proceeds received by such Person in prepayment on the principal amount prepaid. In connection with such Disposition the prepayment of any Loan prior to the extent that maturity thereof, the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid Borrower shall also pay any applicable expenses pursuant to the Administrative Agent as a Section 5.2(f). Each such prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after to prepay ratably the receipt Loans of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii)the Lenders. (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal Amounts prepaid pursuant to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii4.1(d) shall may not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreementreborrowed. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 Business Days If any Prepayment Trigger occurs, then Lender may, in its sole discretion, declare the Cap Amount as of the date of the occurrence of such Prepayment ACTIVE/105942580.15 Trigger to be immediately due and payable hereunder, in whole but not in part, to the extent permitted by law. (ii) Notwithstanding anything in this Agreement or in any other Loan Document to the contrary, if the Loan shall remain outstanding after the delivery fifth (5th) anniversary of the initial issuance thereof and the aggregate amount that would be includible in the gross income of a Lender with respect to the Agents and Loan (within the Lenders meaning of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders 163(i) of the financial statements Code or any successor provision) for the Fiscal Year ended December 31, 2014 or, if periods ending on or before any Quarterly Payment Date that occurs after such financial statements are not delivered to fifth (5th) anniversary (the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d“Aggregate Accrual”) in would otherwise exceed an amount equal to the applicable ECF Percentage times the Excess Cash Flow sum of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries interest to be paid (and not paid to within the Administrative Agent as a prepayment meaning of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause Section 163 (i) of the definition Code) under the Loan on or before any applicable interest payment date, and (ii) the product of Permitted Disposition(A) $2,000,000 the issue price (as defined in any Fiscal Year, provided, that, for all Dispositions under clause (iSection 1273(b) of the definition Code) of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, Loan and (yB) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied yield to maturity (interpreted in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii163(i) shall permit any of the Code) of the Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon such sum, the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness“Maximum Accrual”), or upon an Equity Issuance or series then Borrower shall pay on each applicable Quarterly Payment Date occurring after such fifth (5th) anniversary that portion of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount Principal Amount of the Loans in accordance with Loan necessary to prevent the Loan from constituting an “applicable high yield discount obligation” within the meaning of Section 2.05(d163(i) in of the Code, up to an amount equal to 100% the excess, if any, of the Net Cash Proceeds received by Aggregate Accrual over the Maximum Accrual (each such Person in connection therewith. The provisions payment, the “AHYDO Payment”) and the amount of this Section 2.05(c)(iii) such AHYDO Payment and any interest thereon shall not be deemed treated for U.S. federal income tax purposes as an amount of interest to be implied consent to any such issuance, incurrence or sale otherwise prohibited by paid (within the terms and conditions meaning of this Agreement. (ivSection 163(i)(2)(B)(i) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans Code) under the Loan. This provision is intended to prevent the Loan from being classified as an “applicable high yield discount obligation,” as defined in accordance with Section 2.05(d163(i) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection Code, and shall be interpreted consistently therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) At any time when an Overadvance exists, Borrower shall prepay the outstanding principal balance of the Term Loans, ratably in accordance with the Term Loan Lenders' Pro Rata Shares (or, if such Term Loans have been paid in full, the Revolving Loans ratably in accordance with the Revolving Credit Lenders' Pro-Rata Shares), to the full extent of such Overadvance. On the forty-fifth day after the first day of each fiscal quarter of Borrower and on each day that Borrower requests a Loan, Borrower shall hereby be deemed to represent and warrant to the Lender Group that, to the best of Borrower's knowledge, the Borrowing Base (net of the amount of reserves, if any, established by Administrative Agent) applicable on such date (in accordance with the definition of Borrowing Base EBITDA) equals or exceeds the aggregate amount of all Obligations outstanding on such day. (ii) Borrower will immediately prepay the outstanding principal amount of the Term Loans, ratably in accordance with the Term Loan Lenders' Pro Rata Shares, in the event that the Revolving Credit Commitment is terminated by the Required Lenders in accordance with the terms of this Agreement. (iii) Within 10 ten (10) Business Days after the of delivery to the Agents and the Lenders Lender Group of audited annual financial statements pursuant to Section 7.01(a)(iii6.01(a)(ii), commencing with the delivery to the Agents and the Lenders Lender Group of the financial statements for the Fiscal Year ended December 31, 2014 2001, or, if such financial statements are not delivered to the Agents and the Lenders Lender Group on the date such statements are required to be delivered pursuant to such Section 7.01(a)(iii6.01(a)(ii), within 10 ten (10) Business Days after the date such statements are required to be delivered to the Agents and the Lenders Lender Group pursuant to Section 7.01(a)(iii6.01(a)(ii), the Borrowers Borrower shall prepay the outstanding principal amount of the Loans Term Loans, ratably in accordance with Section 2.05(dthe Term Loan Lenders' Pro Rata Shares (or, if such Term Loans have been paid in full, the Revolving Loans ratably in accordance with the Revolving Credit Lenders' Pro Rata Shares) in an amount equal to the applicable ECF Percentage times 50% of the Excess Cash Flow of the Parent Borrower and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.[intentionally omitted]

Mandatory Prepayment. (a) The Borrower shall be required to prepay the Construction/Term Loans (or, in the case of any prepayments pursuant to (x) clause (i) Within 10 Business Days after the delivery below to the Agents and extent that the Lenders Event of audited annual financial statements Loss for which such Loss Proceeds were received also resulted in an Event of Default or (y) in the case of a sale of all or substantially all of the assets of the Borrower pursuant to Section 7.01(a)(iii)clause (ii) below, commencing to prepay the Revolving Loans pro rata with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans Construction/Term Loans) in accordance with Section 2.05(d) in an amount equal 9.8 (Application of Collateral Proceeds to the applicable ECF Percentage times the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect Senior Secured Obligations Prior to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (han Enforcement Action) of the definition of Permitted DispositionCollateral and Intercreditor Agreement (but subject to Section 4.10(h)) by any Loan Party or its Subsidiaries, with the Borrowers shall prepay the outstanding principal amount applicable Senior Lenders’ ratable share of the Loans in accordance with Section 2.05(d) in an amount equal to 100% Mandatory Prepayment Portion of the Net Cash Proceeds received by such Person in connection with such Disposition following: (i) Loss Proceeds, to the extent that the aggregate amount of Net Cash such Loss Proceeds previously received by all Loan Parties and their Subsidiaries (the Borrower over the term of this Agreement and not paid applied for mandatory prepayment exceeds $75,000,000 and such Loss Proceeds are not applied to Restore the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions Project in accordance with Section 3.10 (other than Dispositions under clause (iP1 Insurance Proceeds Account) of the definition P1 Accounts Agreement; (ii) Asset Sale Proceeds, to the extent such Asset Sale Proceeds result from any Asset Sale that is not permitted by Section 9.3; (iii) the net proceeds of Permitted Dispositionany Replacement Debt in accordance with Section 2.4(b)(ii) $2,000,000 in any Fiscal Year, (Replacement Debt) of the Common Terms Agreement; provided, that, for all Dispositions under clause (i) of the definition of Permitted Dispositionfrom and after April 1, all Net Cash Proceeds of 2025, such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained amount in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). clause (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in shall be allocated on a Change of Control, the Borrowers shall prepay pro rata basis between the outstanding Construction/Term Loans hereunder and the outstanding “Construction/Term Loans” under and as defined in the TCF Credit Agreement and the amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not prepayable hereunder will be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement.reduced accordingly; (iv) Upon if the receipt by conditions applicable to making a Distribution set forth in Section 9.10(a) have not been satisfied for four consecutive Quarterly Payment Dates, funds on deposit in the P1 Distribution Reserve Account on such fourth Quarterly Payment Date (after effecting any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans transfers therefrom on such date in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith.P1 Accounts Agreement); (v) Notwithstanding all Performance Liquidated Damages payments to the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards Borrower that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv)in excess of $75,000,000, as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds Performance Liquidated Damages are not used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event make any indemnity payments owed to any Material Project Party pursuant to any Designated Offtake Agreement as a result of Default has occurred and is continuing on the date such Person receives such Net Cash Proceedsapplicable performance shortfall, (B) complete or repair the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date Project facilities in respect of receipt of such Net Cash Proceedswhich Performance Liquidated Damages were paid, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) reimburse Voluntary Equity Contributions to the extent such Net Cash Proceeds are deposited Voluntary Equity Contributions were used to fund any amounts payable by the Borrower and referred to in an account subject to a Control Agreement, the foregoing clauses (A) and (DB); and (vi) upon all Termination Payments to the earlier Borrower that are in excess of $75,000,000, to the extent such Termination Payments are not used to (1A) rectify the expiration of the period specified in damages or losses suffered under the relevant certificate furnished to the Administrative Agent pursuant to clause Material Project Document resulting from such breach by such Material Project Party or (B) above or reimburse Voluntary Equity Contributions to the extent such Voluntary Equity Contributions were used to fund any amounts payable by the Borrower and referred to in the foregoing clause (2A). (b) The Borrower shall make prepayments (if any) of Senior Loans and cancel Senior Loan Commitments as may be required upon the occurrence of a Default or an LNG Sales Mandatory Prepayment Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable8.5(b). (vic) The Administrative Borrower shall notify With respect to each prepayment of the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment Senior Loans to be made pursuant to this Section 4.10, on the date required pursuant to Section 2.05(c)(i), 9.8 (ii), (iii) and (iv) hereunder (A) in the case Application of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.Collateral Proceeds to the

Mandatory Prepayment. (i) Within 10 Business Days The Borrower will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time after the Borrower has complied with the first sentence of this Section 2.05(c)(i), the aggregate Letter of Credit Obligations is greater than the then current Borrowing Base, the Borrower shall provide cash collateral to the Administrative Agent in an amount equal to 110% of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrower, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base. (ii) The Borrower will immediately prepay the outstanding principal amount of the Term Loan in the event that the Total Revolving Credit Commitment is terminated for any reason. (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans. (iv) Within ten (10) days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2002 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii7.01(a)(ii), within 10 Business Days ten (10) days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii7.01(a)(ii), the Borrowers Borrower shall prepay the outstanding principal amount of the Loans Term Loan (or, if the Term Loan has been paid in accordance with Section 2.05(dfull, the Revolving Loans) in an amount equal to the applicable ECF Percentage times (A) 65% of the Excess Cash Flow of the Parent Borrower and its Subsidiaries for such Fiscal Year; provided, that, with respect less (B) voluntary prepayments of the Term Loan made by the Borrower pursuant to Section 2.05(b)(ii). Notwithstanding anything to the Fiscal Year ending December 31contrary contained herein, 2014, the Lenders shall waive the prepayment required under this Section 2.05(c)(isubsection (iv) for any Fiscal Year (an "Amortization Waiver") so long as (A) the Borrower shall be measured based on have made a request in writing to the period beginning on the Effective Date through the end of Agents that prepayment under this subsection (iv) for such Fiscal YearYear be waived, (B) both immediately before and immediately after giving effect to such Amortization Waiver, no Default or Event of Default shall have occurred and be continuing, and (C) the Borrower shall have paid the Amortization Waiver Fee with respect to such Amortization Waiver to the Administrative Agent for the account of the Lenders pursuant to Section 2.06(g). (iiv) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its SubsidiariesSubsidiaries pursuant to Section 7.02(c)(ii)(C) or (D), the Borrowers Borrower shall prepay the outstanding principal amount of the Loans Term Loan (or, if the Term Loan has been paid in accordance with Section 2.05(dfull, the Revolving Loans) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the LoansLoans pursuant to Section 2.05(d)) shall exceed $10,000,000 for all such Dispositions in any calendar year commencing in 2002, provided that (other than Dispositions under clause A) this subsection (iv) shall not apply to the Disposition of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) assets of the definition of Permitted DispositionBorrower and Reddy Ice described as the "Reddy Assets" in the Reddy Asset Purchase Agreement, all and (B) the Net Cash Proceeds from Dispositions not required to be paid as a prepayment of such Dispositions shall Loans pursuant to this paragraph may be deposited into used to voluntarily prepay the Loans (first to the Term Loan and maintained second to the Revolving Loans) or, in a blocked account subject to a Control Agreement until the earlier absence of (x) such time as the Borrowers and the Agent agree an Event of Default, commencing in writing on the application of such 2002, Net Cash ProceedsProceeds from Dispositions in an amount of up to $10,000,000 in any calendar year may be used to purchase assets used or useful in the business of the Loan Parties, and upon such agreement provided such Net Cash Proceeds shall be applied are deposited in accordance with such agreement, the Cash Collateral Account and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied used in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(iisubsection (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iiivi) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d) and (e) of the definition of Permitted Indebtedness), or upon the sale or issuance by the Borrower of any shares of its Capital Stock in an Equity Issuance or series aggregate amount in excess of related Equity Issuances that results in a Change of Control$10,000,000 since the Effective Date, the Borrowers Borrower shall prepay the outstanding amount of the Loans Term Loan (or if the Term Loan has been paid in accordance with Section 2.05(dfull, the Revolving Loans) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith; provided, that in the case of the sale or issuance of Capital Stock, only proceeds exceeding $10,000,000 since the Effective Date shall be prepaid. The provisions of this Section 2.05(c)(iiisubsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (ivvii) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers Borrower shall prepay the outstanding principal of the Loans Term Loan (or, if the Term Loan has been paid in accordance with Section 2.05(dfull, the Revolving Loans) in an amount equal to 100% of the Net Cash Proceeds received by such Person Extraordinary Receipts, net of any reasonable expenses incurred in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of collecting such Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s businessReceipts, provided that, (A) no Default or in the absence of an Event of Default has occurred and is continuing on Default, Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, resulting from the date such Person receives such Net Cash Proceedsloss, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date destruction or taking by condemnation of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall Collateral in an amount not exceeding $3,000,000 for any one occurrence may be used to replace, repair or restore properties or assets used in Collateral if such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds Extraordinary Receipts are deposited in an account subject to a Control Agreement, the Cash Collateral Account and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable2.05(d). (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 Business Days after the delivery to the Agents and the Lenders No later than April 22 of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii)each calendar year, the Borrowers shall (A) if the Leverage Ratio of the Parent and its Subsidiaries for the trailing 4 fiscal quarter period ending on the December 31 which occurs immediately prior to each such April 22 (the "Reference Date") is greater than 3.00:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times 100% of the Excess Cash Flow Cash, or (B) if the Leverage Ratio of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year trailing 4 fiscal quarter period ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on Reference Date is less than or equal to 3.00:1.00, prepay the Effective Date through outstanding principal amount of the end Loans in accordance with Section 2.05(d) in an amount equal to 50% of such Fiscal Yearthe Excess Cash. (ii) Immediately upon No later than 3 Business Days following any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (hg) of the definition of Permitted Disposition) by any Loan Party or its SubsidiariesSubsidiaries of any of Term Loan Priority Collateral or ABL Priority Collateral (other than to the extent the Net Cash Proceeds of such ABL Priority Collateral are required to be applied to the ABL Facility Indebtedness pursuant to the terms of the ABL Agreement and are so applied), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 250,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon No later than 3 Business Days following the issuance or incurrence by any Loan Party or any of its Subsidiaries of (A) any Indebtedness (other than Permitted Indebtedness), ) or upon (B) an Equity Issuance or series (other than any Excluded Equity Issuances, including, without limitation, clause (d) of related the definition of Excluded Equity Issuances that results in a Change of ControlIssuances), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith; provided, that, notwithstanding the foregoing, up to $5,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from any Equity Issuance shall not be required to be so used to prepay the Obligations so long as the Loan Parties are in pro forma compliance with each of the financial covenants set forth in Section 7.03 after giving effect to such Equity Issuance. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon No later than 3 Business Days following the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary ReceiptsReceipts in respect of any Term Loan Priority Collateral or ABL Priority Collateral (other than to the extent the Net Cash Proceeds of such ABL Priority Collateral are required to be applied to the ABL Facility Indebtedness pursuant to the terms of the ABL Agreement and are so applied), the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewiththerewith to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Extraordinary Receipts $250,000 in any Fiscal Year. (v) [Reserved.] (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 2,500,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are reinvested in capital assets used to replaceor useful in the business of the Loan Parties which may (but are not required to) be a replacement, restoration or repair or restore of the properties or assets (other than current assets) used in respect of which such Person’s businessNet Cash Proceeds were received, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days 10 Business Days after such Disposition or loss, destruction or taking, as the date of receipt of such Net Cash Proceedscase may be, stating that such Net Cash Proceeds shall be used to reinvest in capital assets used or useful in the business or the Loan Parties or to replace, repair or restore properties or assets used in respect of which such Person’s business Net Cash Proceeds were received within a period specified in such certificate not to exceed 360 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 three (3) Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2022 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 by the date three (3) Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d2.06(c)(iv) in an amount equal to the applicable result of (to the extent positive) (1) ECF Percentage times the Excess Cash Flow of the Parent Holdings and its Subsidiaries for such Fiscal Year; providedYear minus (2) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.06(b) for such Fiscal Year (in the case of payments made by the Borrower pursuant to Section 2.06(b)(i), that, with respect only to the Fiscal Year ending December 31, 2014, extent that the prepayment required under this Section 2.05(c)(i) shall be measured based on Total Revolving Credit Commitment is permanently reduced by the period beginning on the Effective Date through the end amount of such Fiscal Yearpayments). (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h) or (hj) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d2.06(c)(iv) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 250,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii2.06(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon Immediately upon the receipt of Net Cash Proceeds (A) from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d2.06(c)(iv) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith or (B) upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.06(c)(iv) in an amount equal to 25% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii2.06(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon Immediately upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d2.06(c)(iv) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Immediately upon receipt by the Borrower of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.06(c)(iv) in an amount equal to 100% of such proceeds. (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii2.06(c)(ii) or Section 2.05(c)(iv2.06(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 five (5) days after such Disposition or loss, destruction or taking, as the date of receipt of such Net Cash Proceedscase may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 120 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended); provided that such Net Cash Proceeds shall actually be reinvested within an additional 90 days thereafter, (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii2.06(c)(ii) or Section 2.05(c)(iv2.06(c)(iv) as applicable. (vivii) The Administrative At any time prior to the date when all of the Additional Term Loan, Second Additional Term Loan and 2023 Incremental Revolving Loans have been voluntarily repaid in full in cash and the 2023 Incremental Revolving Commitments have been voluntarily terminated, when the aggregate amount of cash of the Loan Parties exceeds $2,000,000 for two (2) consecutive Business Days, the Borrower shall notify deposit on the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant next succeeding Business Day such excess amount, but only to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) the extent that the balance in the case of any prepayment of a Reference Rate Loan, Blocked Account would not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepaymentexceed $18,234,245.

Mandatory Prepayment. (i) Within 10 5 Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the first Fiscal Year ended December 31, 2014 ending after the Amendment Closing Date or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times amount by which (x) the Excess Cash Flow aggregate amount of the Parent cash and Cash Equivalents on-hand at Holdings, the Borrower and its Restricted Subsidiaries for such Fiscal Year; provided, that, with respect to as of the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end last day of such Fiscal YearYear exceeds (y) $100,000,000. (ii) Immediately upon Within 5 Business Days (or, in the case of any application pursuant to clause (A) of this clause (ii), within 30 days) after any Sale and Leaseback Transaction or any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h), (i) (but only to the extent the fair market value of such property does not exceed $100,000 per such Disposition or series of related Dispositions) or (hj) of the definition of “Permitted Disposition”) by any Loan Party or its SubsidiariesRestricted Subsidiaries (other than Sale and Leaseback Transactions and Dispositions resulting in aggregate Net Cash Proceeds not exceeding $250,000 in the case of any single Sale and Leaseback Transaction or Disposition), the Borrowers Borrower shall (A) on or prior to the occurrence of the Delayed Draw Term Loan Commitment Termination Date, apply such Net Cash Proceeds to repurchase, redeem, defease or discharge the Senior Secured Notes in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Sale and Leaseback Transaction or Disposition, as applicable and (B) after the occurrence of the Delayed Draw Term Loan Termination Date, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties Sale and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Leaseback Transaction or Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d)applicable. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Restricted Subsidiaries to make a Sale and Leaseback Transaction or Disposition of any property other than in accordance with Section 7.02(f) or Section 7.02(c)(ii), as applicable. (iii) Upon Within 1 Business Day after the issuance or incurrence by any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon Within 5 Business Days (or, in the case of any application pursuant to clause (A) of this clause (iv), within 30 days) after the receipt by any Loan Party or any of its Restricted Subsidiaries of any Extraordinary ReceiptsReceipts (other than any casualty or condemnation event resulting in aggregate Net Cash Proceeds not exceeding $250,000 in the case of any single casualty or condemnation event), the Borrowers Borrower shall (A) on or prior to the occurrence of the Delayed Draw Term Loan Commitment Termination Date, apply such Net Cash Proceeds to repurchase, redeem, defease or discharge the Senior Secured Notes in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith and (B) after the occurrence of the Delayed Draw Term Loan Termination Date, prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Restricted Subsidiaries in connection with the receipt of Net Cash Proceeds of a Disposition or the receipt of Net Cash Proceeds in respect of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required required, after the occurrence of the Delayed Draw Term Loan Commitment Termination Date, to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may berespectively, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used used, at the election of the Borrower, to replaceacquire real property, repair equipment or restore properties or other tangible assets (other than current assets) to be used in such the business of the Borrower and the Restricted Subsidiaries or to consummate any Permitted Acquisition (or any other acquisition of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person’s business, ) (a “Permitted Use”); provided that, that (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days 5 Business Days after the date of receipt of such Net Cash Proceeds, Proceeds stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business for a Permitted Use within a period specified in such certificate not to exceed 360 days twelve months after the date of receipt of such Net Cash Proceeds (or within a period of six months thereafter if by the end of such initial twelve-month period the Borrower or one or more Restricted Subsidiaries shall have entered into a binding and enforceable agreement with a third party to effect a Permitted Use), which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv), as applicable and (D) if, as applicableof the last day of the most recently ended Fiscal Quarter, the Total Net Leverage Ratio, recomputed on a pro forma basis as of the last day of such Fiscal Quarter, is greater than 2.00 to 1.00, then the aggregate amount of Net Cash Proceeds applied to Permitted Uses in accordance with this clause (v) for the period beginning on the last day of such Fiscal Quarter and ending on the last day of the fourth Fiscal Quarter ending thereafter shall not exceed $25,000,000; provided that the limitation in this clause (D) shall (x) cease to apply with respect to such period of four consecutive Fiscal Quarters if, on the last day of any subsequent Fiscal Quarter ending during such period, the Total Net Leverage Ratio, recomputed on a pro forma basis as of the last day of such Fiscal Quarter, is less than or equal to 2.00 to 1.00, and the limitation in this clause (D) shall not subsequently apply to any period of four consecutive Fiscal Quarters unless the condition specified in this clause (D) occurs and (y) not prevent any Loan Party or Restricted Subsidiary from giving effect to any such application for a Permitted Use to which such Loan Party or Restricted Subsidiary committed if, at the time of such commitment, such Loan Party or Restricted Subsidiary would have been permitted to apply the Net Cash Proceeds for such Permitted Use without violating this clause (D). (vi) The Administrative Borrower shall notify Notwithstanding any other provisions of this Section 2.05, (A) to the Administrative Agent extent that any or all of the Net Cash Proceeds or, in the case of clause (i) of this Section 2.05, other cash amounts attributable to Foreign Subsidiaries are prohibited or delayed by telephone (confirmed by facsimile applicable local law from being distributed to the Borrower, the portion of such Net Cash Proceeds or other electronic transmission) cash amounts so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit distribution to any Loan Party (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such distribution), and once any of any prepayment such affected Net Cash Proceeds or other cash amounts that, in each case, would otherwise be required to be used to prepay Loans pursuant to Section 2.05(c)(i), (iiSection 2.05(c)(ii) or Section 2.05(c)(iv), as applicable, is permitted under the applicable local law to be distributed to any Loan Party, such distribution will be promptly made and such distributed Net Cash Proceeds or other cash amounts will be promptly (iiiand in any event not later than two Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to the applicable clause of this Section 2.05 and (ivB) hereunder (A) to the extent that the Borrower has determined in good faith that distribution to the Borrower of any of or all the Net Cash Proceeds or other cash amounts attributable to Foreign Subsidiaries would have material adverse tax consequences to the Borrower and its Restricted Subsidiaries, such Net Cash Proceeds or other cash amounts so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (B), to the extent that within 12 months of the applicable prepayment event, the repatriation to the Borrower of any Net Cash Proceeds or other cash amounts attributable to any such Foreign Subsidiary would no longer have material adverse tax consequences, such Foreign Subsidiary shall promptly repatriate an amount equal to such Net Cash Proceeds or such other cash amounts, less applicable tax paid by the Borrower or any of its Restricted Subsidiaries in respect thereof, to the Administrative Agent, which amount shall be applied to the pro rata prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) Loans in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepaymentaccordance with this Section 2.05.

Mandatory Prepayment. (i) Within 10 On the third Business Days Day after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2022 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 on the third Business Days Day after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times excess of [***]% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect Year over voluntary prepayments of the Term Loan made since the date the audited annual financial statements were required to be delivered pursuant to Section 7.01(a)(iii) for the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such previous Fiscal Year. (ii) Immediately upon Within three Business Days after any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (hg) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 [***] in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon Within three Business Days after the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) [Reserved]. (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s 's business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 5 days after such Disposition or loss, destruction or taking, as the date of receipt of such Net Cash Proceedscase may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s 's business within a period specified in such certificate not to exceed 360 365 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) The Borrowers will promptly (and in any event within two (2) Business Days) prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds the Total Revolving Credit Commitment, to the full extent of any such excess. (ii) [Intentionally Omitted]. (iii) [Intentionally Omitted]. (iv) Within 10 five (5) Business Days after the of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended on December 31, 2014 2020 (or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii7.01(a)(ii), within 10 five (5) Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii7.01(a)(ii)), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(dclause (d) below in an amount equal to the applicable ECF Percentage times result (if positive) of (1) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; Year (provided, that, with respect to that Excess Cash Flow for the Fiscal Year ending ended on December 31, 2014, the prepayment required under this Section 2.05(c)(i) 2020 shall be measured based on calculated for the period beginning commencing on the Effective Date through and ending on December 31, 2020), minus (2) the end amount of any voluntary prepayments of the Term Loans made during such Fiscal Year, minus (3) the amount of any voluntary prepayments of the Revolving Loans accompanied by a permanent reduction or termination of the Total Revolving Credit Commitment during such Fiscal Year. (iiv) Immediately upon Subject to clause (viii) below, within five (5) Business Days following any Permitted Disposition (excluding Dispositions which qualify as Permitted Dispositions under other than a Disposition pursuant to clauses (a), (b), (c), (d), (e), (f), (g▇) or , (h▇), (▇), (▇) and (k) of the definition of “Permitted Disposition”) by any Loan Party or its SubsidiariesSubsidiaries pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(dclause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Permitted Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Permitted Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 500,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(iisubsection (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iiivi) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(dclause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iiisubsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (ivvii) Upon Subject to clause (viii) below, within two (2) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(dclause (d) in below an amount equal to 100% of such Extraordinary Receipts net of any reasonable expenses incurred in collecting such Extraordinary Receipts to the Net Cash Proceeds extent that the aggregate amount thereof received by such Person all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $750,000 in any Fiscal Year; provided, that the Loan Parties shall not be required to prepay the outstanding principal of the Loans in connection therewithwith the receipt of any Extraordinary Receipts with respect to the Club Ready Settlement in an aggregate amount not to exceed $2,000,000. (vviii) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Permitted Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii2.05(c)(v) or Section 2.05(c)(iv2.05(c)(vii), as the case may be, up to $250,000 1,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Permitted Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds and Extraordinary Receipts are used to acquire, replace, repair or restore properties or assets (other than current assets) used in such Personthe Parent’s and its Subsidiaries’ business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash ProceedsProceeds or Extraordinary Receipts, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 30 days after the date of receipt of such Net Cash ProceedsProceeds or Extraordinary Receipts resulting from such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds or Extraordinary Receipts shall be used to acquire, replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 two hundred and seventy (270) days after the date of receipt of such Net Cash Proceeds or Extraordinary Receipts (which certificate shall set forth estimates of the Net Cash Proceeds or Extraordinary Receipts to be so expended), (C) such Net Cash Proceeds or Extraordinary Receipts are (1) deposited in an account subject of a Loan Party listed on Schedule 6.01(v) or (2) used to prepay the Revolving Loans so long as a Control Agreementreserve is established in the amount of such prepayment which reserve shall be released only upon the reinvestment of such proceeds in accordance with the terms of this clause (viii), and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash ProceedsProceeds or Extraordinary Receipts, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii2.05(c)(v) or Section 2.05(c)(iv2.05(c)(vii) as applicable. (viix) The Administrative Borrower shall notify Within three (3) Business Days after receipt by the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) Borrowers of the proceeds of any prepayment Permitted Cure Equity pursuant to Section 2.05(c)(i)9.02 in respect of any noncompliance with the financial covenant set forth in Section 7.03, (ii), (iii) and (iv) hereunder (Athe Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in the case an amount equal to 100% of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepaymentsuch proceeds.

Mandatory Prepayment. (ia) Within 10 Business Days after the delivery to the Agents The Notes shall be prepaid in full, together with all interest, fees (including, without limitation, all breakage fees associated therewith (if any) and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans expenses plus a prepayment premium computed in accordance with Section 2.05(d3.3 hereof, as if such prepayment was a voluntary prepayment, in the event of a Change of Control. (b) The Series A Notes and Series B Notes shall be prepaid (i) with respect to any Asset Sales permitted by Section 7.2(f) hereof, by the amounts specified in Section 7.2(f) (together with all interest, fees and expenses computed in accordance with Section 3.3), as if such prepayment was a voluntary prepayment; provided, however, that a prepayment by the Loan Parties pursuant to this Section 3.5(b)(i) shall be made only if (A) an individual Asset Sale results in Net Cash Proceeds to the Loan Parties in an amount in excess of $50,000 (a "Significant Asset Sale"), or (B) in any fiscal quarter of the Loan Parties, the Loan Parties have consummated Assets Sales (other than Significant Asset Sales) resulting in aggregate Net Cash Proceeds of at least $10,000 since the last prepayment pursuant to this Section 3.5(b)(i)(B), in which case a prepayment pursuant to this Section 3.5(b)(i)(B) shall be due and payable at the end of such fiscal quarter in an amount equal to the applicable ECF Percentage times the Excess aggregate amount of all such Net Cash Flow of the Parent and its Subsidiaries for such Fiscal YearProceeds; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party (other than ACE Funding) from any and all issuances of equity (which do not constitute a Change of Control) or Indebtedness (excluding Indebtedness under the Revolving Facility or Indebtedness arising under the Money Order Agreement, in the ordinary course of business) by any Loan Party (other than ACE Funding) or all Loan Parties (other than ACE Funding), together with all interest, fees and expenses computed in accordance with Section 3.3, as if such prepayment was a voluntary prepayment; provided, however, that with respect to any issuance of its Subsidiaries in connection with equity due to the exercise of stock options, warrants or other similar rights issued to the officers, directors or employees of any Loan Party, a Disposition or prepayment by the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations Loan Parties pursuant to this Section 2.05(c)(ii3.5(b)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 shall be made only if (A) an individual issuance of equity results in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Loan Parties in an amount in excess of $50,000 (a "Significant Equity Rights Issuance") or (B) in any fiscal quarter of the Loan Parties, the Loan Parties have consummated issuances of equity due to the exercise of stock options, warrants or other similar rights issued to the officers, directors or employees of any Loan Party (other than Significant Equity Rights Issuances) resulting in aggregate Net Cash Proceeds are used of at least $10,000 since the last payment pursuant to replacethis Section 3.5(b)(ii)(B), repair or restore properties or assets (other than current assetsin which case a prepayment pursuant to this Section 3.5(b)(ii)(B) used shall be due and payable at the end of such fiscal quarter in such Person’s business, provided that, (A) no Default or Event an amount equal to the aggregate amount of Default has occurred and is continuing on the date such Person receives all such Net Cash Proceeds, ; (Biii) the Administrative Borrower delivers a certificate prior to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) 91 days after the occurrence of a Default or Loan Reduction Event, by an Event amount equal to 50% of Defaultthe Loan Receivables Collection Amount (such amount, such Net Cash Proceedsthe "Loan Receivables Prepayment Amount"), if not theretofore so usedtogether with all interest, shall be used to prepay the Obligations fees and expenses computed in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) 3.3, as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any if such prepayment pursuant to Section 2.05(c)(i), (ii), (iii) was a voluntary prepayment; and (iv) hereunder prior to the expiration of 90 days after the end of each fiscal year of the Company (Acommencing with the fiscal year ending on June 30, 2004), by an amount equal to 50% of the Loan Parties' Excess Cash Flow for such fiscal year (or, with respect to the fiscal year ending June 30, 2004, the 15-month period ending on such date) together with all interest, fees and expenses computed in accordance with Section 3.3, as if such prepayment was a voluntary prepayment. Any and all prepayments pursuant to this Section 3.5(b) shall be applied first, to the case of any Series B Notes and second, to the Series A Notes. (c) Any prepayment of a Reference Rate Loanthe Notes under Sections 3.5(a), not later than 12:00 noon, New York City time, 3.5(b)(i)(A) and 3.5(b)(ii)(A) shall be made within one (1) Business Day before of the date of event giving rise to the mandatory prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepaymentrequirement.

Mandatory Prepayment. (i) Within 10 5 Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(ii) and Section 7.01(a)(iii), ): (A) commencing with the delivery to the Agents and the Lenders of the financial statements for the third full Fiscal Quarter ending after the Closing Date (and ending with the delivery of the financial statements pursuant to Section 7.01(a)(iii) for the Fiscal Year ended December 31, 2014 2020) or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii) or Section 7.01(a)(iii), within 10 Business Days after as applicable, on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii) or Section 7.01(a)(iii), as applicable, the Borrowers Borrower shall prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times the 50% of Excess Cash Flow of the Parent for Holdings and its Subsidiaries for such Fiscal Year; provided, that, Quarter; (B) commencing with respect the delivery to the Agents and the Lenders of the financial statements for each Fiscal Quarter ending after Fiscal Year ending December 312020 or, 2014if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii) or Section 7.01(a)(iii), as applicable, on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii) or Section 7.01(a)(iii), as applicable, the prepayment Borrower shall prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to (i) if the Total Gross Leverage Ratio for the four Fiscal Quarter period ending on the last day of such Fiscal Quarter is 1.00 to 1.00 or greater, 90% of Excess Cash Flow for Holdings and its Subsidiaries for such Fiscal Quarter and (ii) if the Total Gross Leverage Ratio for the four Fiscal Quarter period ending on the last day of such Fiscal Quarter is less than 1.00 to 1.00, 50% of Excess Cash Flow for Holdings and its Subsidiaries for such Fiscal Quarter. (C) Notwithstanding the foregoing, the aggregate principal amount of Term Loans required under to be prepaid pursuant to this Section 2.05(c)(i) for any Fiscal Quarter shall be measured based reduced, on a dollar-for-dollar basis, by the period beginning on the Effective Date through the end aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(b) during such Fiscal YearQuarter. (ii) Immediately upon Within 5 Business Days after any Sale and Leaseback Transactions or any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h), (i) (but only to the extent the fair market value of such property does not exceed $100,000 per such Disposition or series of related Dispositions) or (hj) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers Borrower shall prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties Sale and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Leaseback Transaction or Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d)applicable. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Sale and Leaseback Transaction or Disposition of any property other than in accordance with Section 7.02(f) or Section 7.02(c)(ii), as applicable. (iii) Upon Within 1 Business Day after the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers Borrower shall prepay the outstanding amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon Within 5 Business Days after the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers Borrower shall prepay the outstanding principal of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair repair, improve, renovate or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days 5 Business Days after the date of receipt of such Net Cash Proceeds, Proceeds stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable). (vi) The Administrative Borrower shall notify Within 5 Business Days after the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) delivery to the Agents and the Lenders of any prepayment annual financial statements pursuant to Section 2.05(c)(i7.01(a)(iii) for the Fiscal Years ending in 2020 and 2021, or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), (iion the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), (iii) and (iv) hereunder (Athe Borrower shall prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to the case amount by which the aggregate amount of any prepayment unrestricted cash and Cash Equivalents of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before Holdings and its Subsidiaries as of the last day of the applicable Fiscal Year exceeds $40,000,000. (vii) On the date that is 37 Business Days after the Closing Date, the Borrower shall prepay the outstanding principal amount of prepayment and (Bthe Term Loans in accordance with Section 2.05(d) in an amount, if any, equal to the case aggregate principal amount of any prepayment of a LIBOR Rate Loan, Existing Convertible Notes that have not later than 12:00 noon, New York City time, three Business Days before the date of prepaymentbeen surrendered for repurchase or conversion on or prior to such date.

Mandatory Prepayment. (i) Within 10 Business Days days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2025 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to the applicable result of (to the extent positive) (1) the Applicable ECF Percentage times of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) without duplication of any amounts deducted pursuant to clause (b)(i) of the definition of “Excess Cash Flow”, the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.05(b) and any other prepayments of Indebtedness (other than Indebtedness incurred under this Agreement) secured by Liens on the Collateral on a pari passu basis with the Liens on the Collateral securing the Obligations (but, in the case of revolving loans, only to the extent that the revolving credit commitment in respect thereof is permanently reduced by the amount of such payments) made by the Borrowers during such Fiscal Year; provided, that, or after the end of such Fiscal Year and prior to the date that the financial statements with respect to the such Fiscal Year ending December 31, 2014, are delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii); provided that no prepayment required under this Section 2.05(c)(i) shall be measured based on required unless (x) the period beginning on amount thereof exceeds the Effective Date through ECF Threshold Amount (and only any amount in excess of the end ECF Threshold Amount shall be required to be prepaid) and (y) such prepayment is permitted by Section 2.3(b)(i)(B) of the Intercreditor Agreement; provided, further, that if the Specified Term Loan ECF Prepayment Conditions (as defined in the Intercreditor Agreement) are satisfied with respect to such prepayment, the Borrowers agree to deliver the certificate required by clause (b) of such Fiscal Yeardefinition to the Administrative Agent and the ABL Agent at least five Business Days prior to the date of such prepayment. (ii) Immediately upon Within 10 days of any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (hg) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of $1,500,000 in the definition of Permitted Disposition) $2,000,000 in aggregate for any Fiscal Year, provided, that, for all Dispositions under clause Year (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as it being agreed the Borrowers and the Agent agree in writing on the application of may retain all amounts below such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(dthreshold). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon Within 10 days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Immediately upon receipt by the Borrowers of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of such proceeds. (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with (x) a Disposition or Disposition, (y) the receipt of Extraordinary Receipts consisting of casualty insurance proceeds or condemnation awards awards, and (z) the receipt of any other Extraordinary Receipts in an aggregate amount not to exceed $1,000,000 during the term of this Agreement, in each case, that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, the business of the Parent and its Subsidiaries; provided that, that (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 10 days after such Disposition or loss, destruction or taking, as the date of receipt of such Net Cash Proceedscase may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are so reinvested within 365 days after the date of receipt of such Net Cash Proceeds (or, if within such initial 365-day period, the Parent or its Subsidiaries enter into a binding commitment to reinvest such Net Cash Proceeds, such Net Cash Proceeds are so reinvested within 180 days after the date of such commitment), (D) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (DE) upon the earlier of (1) the expiration of the such applicable reinvestment period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 three (3) Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2022 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 by the date three (3) Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d2.06(d) in an amount equal to the applicable result of (to the extent positive) (1) ECF Percentage times the Excess Cash Flow of the Parent Holdings and its Subsidiaries for such Fiscal Year; providedYear minus (2) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.06(b) for such Fiscal Year (in the case of payments made by the Borrower pursuant to Section 2.06(b)(i), that, with respect only to the Fiscal Year ending December 31, 2014, extent that the prepayment required under this Section 2.05(c)(i) shall be measured based on Total Revolving Credit Commitment is permanently reduced by the period beginning on the Effective Date through the end amount of such Fiscal Yearpayments). (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h) or (hj) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 250,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii2.06(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon Immediately upon the receipt of Net Cash Proceeds (A) from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith or (B) upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.06(d) in an amount equal to 25% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii2.06(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon Immediately upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Immediately upon receipt by the Borrower of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.06(d) in an amount equal to 100% of such proceeds. (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii2.06(c)(ii) or Section 2.05(c)(iv2.06(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 five (5) days after such Disposition or loss, destruction or taking, as the date of receipt of such Net Cash Proceedscase may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 120 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended); provided that such Net Cash Proceeds shall actually be reinvested within an additional 90 days thereafter, (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii2.06(c)(ii) or Section 2.05(c)(iv2.06(c)(iv) as applicable. (vivii) The Administrative At any time prior to the date when all of the 2023 Incremental Revolving Loans have been voluntarily repaid in full in cash and the 2023 Incremental Revolving Commitments have been voluntarily terminated, when the aggregate amount of cash of the Loan Parties exceeds $2,000,000 for two (2) consecutive Business Days, the Borrower shall notify deposit (on the Administrative Agent by telephone third day (confirmed by facsimile or other electronic transmissionor, if not a Business Day, the next succeeding Business Day) of any prepayment pursuant such excess amount but only to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) the extent that the balance in the case of any prepayment of a Reference Rate Loan, Blocked Account would not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepaymentexceed $3,000,000.

Mandatory Prepayment. (a) If, on any Repayment Date, an Event of Default shall exist, Borrower shall use all Available Cash on such Repayment Date (i) Within 10 Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(dinverse order of maturity and (ii) upon repayment in an amount equal full of the Loans, to repay all other Obligations of Borrower to the applicable ECF Percentage times Banks, as designated by Agent and the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal YearRequired Banks. (b) If, on any Extension Determination Date, the Extension Requirements are not met, Borrower shall, on each Repayment Date thereafter until the Extension Requirements have been satisfied, use all Available Cash on such Repayment Dates (i) to prepay the Loans in inverse order of maturity and (ii) Immediately upon any Disposition repayment in full of the Loans, to repay all other Obligations of Borrower to the Banks, as designated by Agent and the Required Banks. (excluding Dispositions which qualify as Permitted Dispositions under clauses (ac) Subject to Sections 7.2.5(a) and 7.2.5(b), if on any Calculation Date during the Term Period the Four-Quarter Average Debt Service Coverage Ratio for the Repayment Date to which such Calculation Date relates shall be less than 1.75 to 1.00, Borrower shall use 50% of the Available Cash on such Calculation Date (bi) to prepay the Loans in inverse order of maturity and (ii) upon repayment in full of the Loans, to repay all other Obligations of Borrower to the Banks, as designated by Agent and the Required Banks. (d) Subject to Sections 7.2.5(a) and 7.2.5(b), if on any Calculation Date during the Term Period the Four-Quarter Average Debt Service Coverage Ratio for the Repayment Date to which such Calculation Date relates shall be less than 2.00 to 1.00 but shall exceed or equal 1.75 to 1.00, Borrower shall use fifteen (c), (d), (e), (f), (g) or (h15%) of the definition of Permitted DispositionAvailable Cash on such Calculation Date (i) by any Loan Party or its Subsidiaries, the Borrowers shall to prepay the outstanding principal amount of the Loans in accordance with Section 2.05(dinverse order of maturity and (ii) upon repayment in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment full of the Loans) shall exceed for , to repay all such Dispositions (other than Dispositions under clause (i) Obligations of Borrower to the definition of Permitted Disposition) $2,000,000 in any Fiscal YearBanks, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers designated by Agent and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and Required Banks. (ye) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) 7.2.5 shall permit limit in any Loan Party or any manner the rights and remedies of its Subsidiaries to make a Disposition Agent and the Banks upon and during the continuation of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any an Event of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of Default under this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 Business Days after Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended ending December 31, 2014 2015, or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall Borrower shall, (A) in the case of the Fiscal Year ending December 31, 2015, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times result of (to the extent positive) (1) 50.0% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect Year minus (2) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.05(b) for such Fiscal Year and (B) in the case of the Fiscal Year ending December 31, 20142016, and each Fiscal Year ending thereafter, (1) if the prepayment required under this Section 2.05(c)(i) shall be measured based on Leverage Ratio of the period beginning on the Effective Date through Parent and its Subsidiaries as of the end of such Fiscal Year is (I) greater than 0.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (x) 50.0% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (y) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.05(b) for such Fiscal Year, or (II) equal to or less than 0.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (x) 25.0% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (y) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.05(b) for such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under any of clauses (a), (b), (c), (d), (e), ) through (f), (gi), (j), (l) or (hbut only in respect of ordinary course cash management activities) and (m) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 5,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related (other than any Excluded Equity Issuances that results in a Change of ControlIssuances), the Borrowers Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to (A) in the case of the issuance of any such Indebtedness, 100% of the Net Cash Proceeds received by such Person in connection therewith and (B) in the case of any such Equity Issuance, solely to the extent that (1) the Leverage Ratio for the most recent fiscal quarter (for which quarterly financial statements and a certificate of an Authorized Officer of the Parent are received by the Agents and the Lenders) ending prior to such Equity Issuance is greater than 0.50:1.00 or (2) Qualified Cash at the time of such Equity Issuance is less than $125,000,000, 50% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of from Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii2.05(c)(iv) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business's business ("Replacement Assets"), provided that (A) if the assets subject to such Extraordinary Receipt were subject to a Lien in favor of the Collateral Agent for the benefit of the Lenders then such Replacement Assets are subject to a first priority Lien in favor of the Collateral Agent, except that, during the term of this Agreement, up to $10,000,000 of Net Cash Proceeds from such Extraordinary Receipts relating to assets that were subject to a Lien in favor of the Collateral Agent for the benefit of the Lenders may be used for Replacement Assets constituting real property, including buildings, fixtures and other improvements thereon, not required to be subject to a Mortgage under this Agreement, (AB) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (BC) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 5 days after from the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s 's business within a period specified in such certificate not to exceed 360 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (CD) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (DE) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (BC) above or and (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable). (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. i. Within three (i3) Within 10 Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2022 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 by the date three (3) Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d2.06(d) in an amount equal to the applicable result of (to the extent positive) (1) ECF Percentage times the Excess Cash Flow of the Parent Holdings and its Subsidiaries for such Fiscal Year; providedYear minus (2) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.06(b) for such Fiscal Year (in the case of payments made by the Borrower pursuant to Section 2.06(b)(i), that, with respect only to the Fiscal Year ending December 31, 2014, extent that the prepayment required under this Section 2.05(c)(i) shall be measured based on Total Revolving Credit Commitment is permanently reduced by the period beginning on the Effective Date through the end amount of such Fiscal Yearpayments). (ii) . Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h) or (hj) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 250,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii2.06(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). iii. Immediately upon the receipt of Net Cash Proceeds (iiiA) Upon from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith or (B) upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.06(d) in an amount equal to 25% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii2.06(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon . Immediately upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d2.06(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (vv. Immediately upon receipt by the Borrower of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.06(d) in an amount equal to 100% of such proceeds. vi. Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii2.06(c)(ii) or Section 2.05(c)(iv2.06(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 five (5) days after such Disposition or loss, destruction or taking, as the date of receipt of such Net Cash Proceedscase may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 120 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended); provided that such Net Cash Proceeds shall actually be reinvested within an additional 90 days thereafter, (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii2.06(c)(ii) or Section 2.05(c)(iv2.06(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (a) At the election of Agent, following the “Discharge of Senior Obligations” (as defined in the Intercreditor Agreement) or otherwise with the prior written consent of Senior Agent, there shall become due and payable, and the Companies shall prepay the Notes, at the following times and in the following amounts: (i) Within 10 three (3) Business Days after of receipt thereof by Holdings, the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders Companies or any Subsidiary of the financial statements for the Fiscal Year ended December 31Companies of any Net Cash Proceeds from any Disposition, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to such Net Cash Proceeds; (ii) Within three (3) Business Days of receipt thereof by Holdings, the applicable ECF Percentage times the Excess Cash Flow Companies or any Subsidiary of the Parent and Companies of any Net Cash Proceeds in respect of any issuance of its Subsidiaries for equity securities (including, without limitation, any Equity Cure Securities, but excluding any Excluded Issuances), an amount equal to such Net Cash Proceeds; (A) Within 125 days after the end of each Fiscal Year; provided, that, Year (commencing with respect to the Fiscal Year ending December 31, 20142018), in an amount equal to the prepayment required under this Section 2.05(c)(i) ECF Percentage of Excess Cash Flow for such Fiscal Year; provided that the amount otherwise payable hereunder following application of the ECF Percentage shall be measured based on reduced by the period beginning on sum of (x) the Effective Date through aggregate amount of voluntary prepayments actually made with respect to the end Term Loan during such Fiscal Year, (y) the aggregate amount of voluntary prepayments actually made with respect to the Revolving Loans during such Fiscal Year to the extent such prepayments concurrently and permanently reduce the Revolving Credit Commitment and (z) the aggregate amount of mandatory prepayments made pursuant to Section 2.10.2(a)(iii)(B) for each Fiscal Quarter of such Fiscal Year. (iiB) Immediately upon Within 50 days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending March 31, 2018; provided that any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (apayments in respect of such Fiscal Quarter shall be pro-rated for the period from the First Amendment Effective Date to March 31, 2018), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% the ECF Percentage of Excess Cash Flow for such Fiscal Quarter; provided that the amount otherwise payable hereunder following application of the Net Cash Proceeds received ECF Percentage shall be reduced by such Person in connection with such Disposition to the extent that sum of (x) the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid voluntary prepayments actually made with respect to the Administrative Agent as a prepayment Term Loan during such Fiscal Quarter and (y) the aggregate amount of voluntary prepayments actually made with respect to the Revolving Loans during such Fiscal Quarter to the extent such prepayments concurrently and permanently reduce the Revolving Credit Commitment; (iv) Within three (3) Business Days of receipt thereof by Holdings, the Companies or any Subsidiary of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) Companies of any Extraordinary Receipt, an amount equal to the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until Extraordinary Receipt; and (v) Within two (2) Business Days following the earlier receipt by Holdings, the Companies or any Subsidiary of (x) such time as the Borrowers and the Agent agree in writing on the application Companies of such Net Cash Proceeds, and upon such agreement such any Net Cash Proceeds shall be applied in accordance with such agreementfrom any issuance of Debt for borrowed money not permitted by Section 7.1 hereof, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate it being understood that the making of a mandatory prepayment under this subsection 2.3.2(a)(v) shall set forth estimates not limit the rights and remedies of Agent and the Purchasers in respect of any breach of Section 7.1 hereof or any other terms of the Net Cash Proceeds to be so expendedInvestment Documents), . (Cb) such Net Cash Proceeds are deposited The Companies shall notify Agent in an account subject to a writing of any proposed or expected Change of Control Agreement, and at least ten (D10) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished Business Days prior to the Administrative date that such Change of Control is scheduled to occur and shall inform Agent pursuant in such notification of Agent’s right to clause (B) above or (2) require the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used Companies to prepay the Obligations as provided in accordance with this Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.2.3.2

Mandatory Prepayment. (i) Within 10 five (5) Business Days after of the date of the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2022 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times (1) (x) 75% of the Excess Cash Flow of the Parent and its Subsidiaries for each such Fiscal Year, if the Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is greater than or equal to 2.50:1.00 or (y) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for each such Fiscal Year, if the Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is less than 2.50:1.00, minus (2) the aggregate principal amount of all voluntary payments made by the Borrowers pursuant to Section 2.05(b) for each such Fiscal Year; provided, that, prepayments of the Loans from Excess Cash Flow under this Section 2.05(c)(i) shall only be required to the extent that such amounts exceed $1,000,000 in any Fiscal Year (it being agreed for purposes of this Section 2.05(c)(i) that all calculations made with respect to the Fiscal Year ending December 31, 20142022, shall take into account the prepayment required under this Section 2.05(c)(i) shall be measured based on results of operations of the Parent and its Subsidiaries for the period beginning on the Effective Date through the end of such Fiscal YearApril 1, 2022 and ending on December 31, 2022). (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (hg) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 1,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party 128498985v11 or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii)) hereof. (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) [reserved]. (v) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary ReceiptsCasualty Event Proceeds, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith, to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such events $1,000,000 in any Fiscal Year. (vvi) Immediately upon receipt by the Borrowers of the proceeds of any Permitted Cure Equity pursuant to Section 9.02, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of such proceeds. (vii) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards Casualty Event Proceeds that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv2.05(c)(v), as the case may be, up to $250,000 5,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts Casualty Event Proceeds shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to acquire, improve, replace, repair repair, or restore or purchase properties or assets (other than current assets) used in such Person’s businessbusiness (or, in the case of Casualty Event Proceeds from business interruption insurance policies and/or cyber insurance policies, to operate the business of the Loan Parties); provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 five (5) days after the date of receipt of such Net Cash Proceeds from such Disposition or loss, destruction or taking, or receipt of such Casualty Event Proceeds, as the case may be, stating that such Net Cash Proceeds or such Casualty Event Proceeds shall be used to acquire, improve, replace, repair or restore or purchase properties or assets used in such Person’s business (or, in the case of Casualty Event Proceeds from business interruption insurance policies and/or cyber insurance policies, to operate the business of the Loan Parties); within a period specified in such certificate not to exceed 360 180 days (or 225 days if a commitment pursuant to a binding agreement for such reinvestment is entered into within such 180 day period) after the date of receipt of such Net Cash Proceeds or Casualty Event Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds or Casualty Event Proceeds to be so expended), (C) such Net Cash Proceeds or Casualty Event Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds or Casualty Event Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv2.05(c)(v) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 Business Days after Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2026 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times (1) 50.0% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i2.05(b) shall be measured based on the period beginning on the Effective Date through the end of for such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (hg) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 500,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related (other than any Excluded Equity Issuances that results in a Change of ControlIssuances), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith, to the extent that the aggregate amount of all such Net Cash Proceeds (and not paid to the Administrative Agent as a prepayment of the Loans) exceeds $500,000 in any Fiscal Year. (v) [Reserved.] (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of casualty insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 500,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, ; provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 five days after such Disposition or loss, destruction or taking, as the date of receipt of such Net Cash Proceedscase may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (a) At the election of Agent, there shall become due and payable, and the Companies shall prepay the Notes, at the following times and in the following amounts: (i) Within 10 three (3) Business Days after of receipt thereof by Holdings, the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders Companies or any Subsidiary of the financial statements for the Fiscal Year ended December 31Companies of any Net Cash Proceeds from any Disposition, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to such Net Cash Proceeds; (ii) Within three (3) Business Days of receipt thereof by Holdings, the applicable ECF Percentage times the Excess Cash Flow Companies or any Subsidiary of the Parent and Companies of any Net Cash Proceeds in respect of any issuance of its Subsidiaries for equity securities (including, without limitation, any Equity Cure Securities, but excluding any Excluded Issuances), in an amount equal to such Net Cash Proceeds; (A) Within 125 days after the end of each Fiscal Year; provided, that, Year (commencing with respect to the Fiscal Year ending December 31, 20142018), in an amount equal to the prepayment required under this Section 2.05(c)(i) ECF Percentage of Excess Cash Flow for such Fiscal Year; provided that the amount otherwise payable hereunder following application of the ECF Percentage shall be measured based on reduced by the period beginning on the Effective Date through the end aggregate amount of mandatory prepayments made pursuant to Section 2.10.2(a)(iii)(B) for each Fiscal Quarter of such Fiscal Year. (iiB) Immediately upon any Disposition Within 50 days after the end of each Fiscal Quarter (excluding Dispositions which qualify as Permitted Dispositions under clauses (acommencing with the Fiscal Quarter ending March 31, 2018), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% the ECF Percentage of Excess Cash Flow for such Fiscal Quarter. (iv) Within three (3) Business Days of receipt thereof by Holdings, the Companies or any Subsidiary of the Net Cash Proceeds received by such Person Companies of any Extraordinary Receipt, in connection with such Disposition an amount equal to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until Extraordinary Receipt; and (v) Within two (2) Business Days following the earlier receipt by Holdings, the Companies or any Subsidiary of (x) such time as the Borrowers and the Agent agree in writing on the application Companies of such Net Cash Proceeds, and upon such agreement such any Net Cash Proceeds shall be applied in accordance with such agreementfrom any issuance of Debt for borrowed money not permitted by Section 7.1 hereof, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate it being understood that the making of a mandatory prepayment under this subsection 2.3.2(a)(v) shall set forth estimates not limit the rights and remedies of Agent and the Purchasers in respect of any breach of Section 7.1 hereof or any other terms of the Net Cash Proceeds to be so expendedInvestment Documents), . (Cb) such Net Cash Proceeds are deposited The Companies shall notify Agent in an account subject to a writing of any proposed or expected Change of Control Agreement, and at least ten (D10) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished Business Days prior to the Administrative date that such Change of Control is scheduled to occur and shall inform Agent pursuant in such notification of Agent’s right to clause (B) above or (2) require the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used Companies to prepay the Obligations as provided in accordance with this Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable2.3. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 5 Business Days after of the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31June 30, 2014 2026 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 5 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans Term Loan A, Term Loan B and Delayed Draw Term Loan in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (1) (x) if the Total Leverage Ratio of the Administrative Borrower and its Subsidiaries for the applicable ECF Percentage times Fiscal Year is greater than 4.00 to 1.00, 50% of the Excess Cash Flow of the Parent Administrative Borrower and its Subsidiaries for such Fiscal Year; providedYear and (y) if the Total Leverage Ratio of the Administrative Borrower and its Subsidiaries for the applicable Fiscal Year is less than or equal to 4.00 to 1.00, that, with respect 25% of the Excess Cash Flow of the Administrative Borrower and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Sections 2.05(b)(i) (to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments) and Section 2.05(b)(ii) for such Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of or after such Fiscal YearYear but prior to such payment date. (ii) Immediately upon Within 5 Business Days of the receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (eg), (fh), (g) i), (j), (l), or (hm) of the definition of Permitted Disposition) or Sale and Leaseback Transaction by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition or Sale and Leaseback Transaction to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) and Sale and Leaseback Transactions $2,000,000 5,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause Year (i) it being understood and agreed any prepayment of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt inclusive of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(dthis threshold amount each Fiscal Year once exceeded). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii) or a Sale and Leaseback Transaction with respect to any property other than in accordance with Section 7.02(f). (iii) Upon Within 5 Business Days of the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, issuance or incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon Within 5 Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary ReceiptsReceipts in excess of $1,250,000 in the aggregate in any Fiscal Year, the Borrowers shall prepay the outstanding principal of the Term Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds (it being understood and agreed any prepayment of such Net Cash Proceeds shall be inclusive of this threshold amount each Fiscal Year once exceeded) received by such Person in connection therewithwith such Extraordinary Receipts. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with (1) a Disposition (other than pursuant to clause (h) of the definition of “Permitted Disposition”) or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations Term Loans pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up and (2) a Disposition pursuant to $250,000 in clause (h) of the aggregate in any Fiscal Year definition of “Permitted Disposition”, the Net Cash Proceeds from all such Dispositions and such Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair repair, restore or restore otherwise acquire properties or assets (other than current assets) used or useful in such Person’s business, ; provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate notice to the Administrative Agent within 60 days 10 Business Days after the date of receipt of such Net Cash Proceeds, Proceeds stating that such Net Cash Proceeds shall are intended or expected to be used to replace, repair repair, restore or restore otherwise acquire properties or assets used or useful in such Person’s business within a period specified in such certificate not to exceed 360 180 days after (or such longer period as the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), Administrative Agent may agree in its sole discretion) and (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate notice furnished to the Administrative Agent pursuant to clause (B) above (or, if a commitment to replace, repair, restore or (2) otherwise acquire properties or assets has been entered into prior to the occurrence expiration of a Default or an Event such period, then the expiration of Defaultthe 180 day period following the expiration of such period), such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations Term Loans in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable; provided further that the aggregate amount of Net Cash Proceeds reinvested pursuant to Section 2.05(c)(v)(1) shall not exceed $5,000,000 in any Fiscal Year, and the aggregate amount of Net Cash Proceeds reinvested pursuant to Section 2.05(c)(v)(2) shall not exceed $5,000,000 in any Fiscal Year. (vi) The To the extent any Exchange (as defined in each Exchange Agreement) under an Exchange Agreement is not consummated on or prior to the date that is twelve (12) Business Days (such twelfth (12th) Business Day, the “Exchange Agreement Deadline”) following the Effective Date and failure to consummate one or more Exchanges (as defined in each Exchange Agreement) causes the Exchange Threshold Amount to be positive, the Administrative Borrower shall notify promptly (and, in any event, within one (1) Business Day following the Exchange Agreement Deadline) prepay the Loans, in Dollars equal to one hundred percent (100%) of the Loans that were to be used to consummate such Exchange pursuant to an Exchange Agreement that was not consummated on or prior to the Exchange Agreement Deadline; provided, however, that the Administrative Borrower shall not be required to prepay Loans in excess of an amount that would cause the Exchange Threshold Amount to be less than zero; provided further, that if any such prepayment is required pursuant to this Section 2.05(c)(vi), the Administrative Agent by telephone is authorized and instructed to withdraw amounts on deposit in the Escrow Account in accordance with the Escrow Agreement to effectuate such prepayment. (confirmed by facsimile or vii) Notwithstanding any other electronic transmissionprovisions of this Section 2.05(c), (A) of to the extent that any prepayment amount that would otherwise be required to be paid pursuant to Section 2.05(c)(i), Section 2.05(c)(ii) or Section 2.05(c)(iv) (iicollectively, the “Subject Proceeds”) is generated by an Excluded Subsidiary and is prohibited, delayed or restricted by (1) applicable local Requirements of Law or (2) the Governing Documents of such Excluded Subsidiary from being repatriated to the Borrowers, an amount equal to the portion of such Subject Proceeds so affected will not be required to be applied to repay the Loans at the times provided in this Section 2.05(c) but may be retained by such Excluded Subsidiary; provided that, if (x) the applicable local Requirements of Law cease to prohibit repatriation to the Borrowers, as determined by the Administrative Borrower in good faith following consultation with the Administrative Agent (the Borrowers hereby agreeing to use commercially reasonable efforts to cause such Excluded Subsidiary to promptly take all actions reasonably required by the applicable local Requirements of Law to permit such repatriation) or (y) the Governing Documents of such Excluded Subsidiary cease to prohibit such repatriation (the Borrowers hereby agreeing to use commercially reasonable efforts to cause such Excluded Subsidiary to amend its Governing Documents to permit such repatriation to the Borrowers), in each case, within 365 days following the date such Excess Cash Flow prepayment is required to be made or such Net Cash Proceeds are received, such repatriation will thereafter be promptly effected and an amount equal to such Subject Proceeds will be promptly (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, event not later than 12:00 noon2 Business Days after such repatriation) applied (net of additional taxes payable or reserved against, New York City timeand additional costs incurred, one Business Day before as a result thereof) to the date repayment of prepayment the Loans pursuant to this Section 2.05(c) to the extent provided herein and (B) to the extent that the Administrative Borrower has reasonably determined in good faith, in consultation with the case Administrative Agent, that repatriation of, or the obligation to repatriate, any Subject Proceeds attributable to any Excluded Subsidiary would have material adverse tax consequences to the Administrative Borrower or such owners that are Loan Parties or are part of a tax consolidated group with the Loan Parties, and its Subsidiaries, such Subject Proceeds will not be required to be applied to repay the Loans at the times provided in this Section 2.05(c) but may be retained by such Excluded Subsidiary until such time as it may repatriate such amount without incurring such material adverse tax consequences to the Administrative Borrower or its direct or indirect equityholders, and its Subsidiaries (at which time the Borrowers shall make a payment to repay the Loans to the extent provided herein). (viii) The Administrative Borrower shall provide at least 5 Business Days prior written notice before 11:00 a.m. New York time to the Administrative Agent (or such shorter period as agreed by the Administrative Agent in its sole discretion) with respect to any prepayment expected to be made pursuant to this Section 2.05(c) (other than clause (c)(ix)) (any such notice, a “Notice of Prepayment”). (ix) The Borrowers will promptly prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds the Borrowing Base, to the full extent of any prepayment such excess. (x) Immediately upon receipt by the Borrowers of the proceeds received by any Loan Party or any of its Subsidiaries in connection with a LIBOR Rate Loansale of Accounts to a third party through factoring or another bulk sale thereof, not later than 12:00 noon, New York City time, three Business Days before the date Borrowers shall prepay the outstanding principal of prepaymentthe Revolving Loans in an amount equal to 100% of such Net Cash Proceeds but solely to the extent the aggregate principal amount of Revolving Loans outstanding at such time exceeds the Borrowing Base in effect at such time based upon the most recently delivered Borrowing Base Certificate after giving effect to the sale of such Accounts.

Mandatory Prepayment. (i) Within 10 Business Days after Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2024 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to, if the Leverage Ratio of the Lead Borrower and its Subsidiaries as of the end of such Fiscal Year is (A) greater than 4.10:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times 75% of the Excess Cash Flow of the Parent Lead Borrower and its Subsidiaries for such Fiscal Year; provided, that(B) equal to or less than 4.10:1.00 but greater than 3.60:1.00, prepay the outstanding principal amount of the Loans in accordance with respect Section 2.05(d) in an amount equal to 50% of the Excess Cash Flow of the Lead Borrower and its Subsidiaries for such Fiscal Year ending December 31and (C) equal to or less than 3.60:1.00, 2014, prepay the prepayment required under this outstanding principal amount of the Loans in accordance with Section 2.05(c)(i2.05(d) shall be measured based on in an amount equal to 25% of the period beginning on Excess Cash Flow of the Effective Date through the end of Lead Borrower and its Subsidiaries for such Fiscal Year. (ii) Immediately upon any Disposition pursuant to Section (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (hi) of the definition of Permitted Disposition) Disposition by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) ), together with the Applicable Premium, if any, in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 25,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans Loans, together with the Applicable Premium, if any, in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans Loans, together with the Applicable Premium, if any, in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) [Reserved]. (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 1,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, or, in the case of insurance condemnation money, repair or restore properties or assets (in each case, other than current assets) used in such Person’s businessbusiness and which properties or assets shall constitute Collateral in which the Collateral Agent shall have a first priority Lien, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Lead Borrower delivers a certificate to the Administrative Agent within 60 5 days after such Disposition or loss, destruction or taking, as the date of receipt of such Net Cash Proceedscase may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable, together with the Applicable Premium, if any. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. #97100791v3 (i) [Reserved]. (ii) [Intentionally Omitted]. (iii) [Intentionally Omitted]. (iv) Within 10 five (5) Business Days after the of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended on December 31, 2014 2022 (or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii7.01(a)(ii), within 10 five (5) Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii7.01(a)(ii)), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(dclause (d) below in an amount equal to the applicable ECF Percentage times result (if positive) of (1) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to minus (2) the Fiscal Year ending December 31, 2014, amount of any voluntary prepayments of the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of Term Loans made during such Fiscal Year. (iiv) Immediately upon Subject to clause (viii) below, within five (5) Business Days following any Permitted Disposition (excluding Dispositions which qualify as Permitted Dispositions under other than a Disposition pursuant to clauses (a), (b), (c), (d), (e), (f), (g) or ), (h), (i), (j) and (k) of the definition of “Permitted Disposition”) by any Loan Party or its SubsidiariesSubsidiaries pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(dclause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Permitted Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Permitted Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 500,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(iisubsection (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iiivi) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(dclause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iiisubsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (ivvii) Upon Subject to clause (viii) below, within two (2) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(dclause (d) in below an amount equal to 100% of such Extraordinary Receipts net of any reasonable expenses incurred in collecting such Extraordinary Receipts to the Net Cash Proceeds extent that the aggregate amount thereof received by such Person all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $750,000 in connection therewithany Fiscal Year. (vviii) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Permitted Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or #97100791v3 condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii2.05(c)(v) or Section 2.05(c)(iv2.05(c)(vii), as the case may be, up to $250,000 1,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Permitted Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds and Extraordinary Receipts are used to acquire, replace, repair or restore properties or assets (other than current assets) used in such Personthe Parent’s and its Subsidiaries’ business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash ProceedsProceeds or Extraordinary Receipts, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 30 days after the date of receipt of such Net Cash ProceedsProceeds or Extraordinary Receipts resulting from such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds or Extraordinary Receipts shall be used to acquire, replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 two hundred and seventy (270) days after the date of receipt of such Net Cash Proceeds or Extraordinary Receipts (which certificate shall set forth estimates of the Net Cash Proceeds or Extraordinary Receipts to be so expended), (C) such Net Cash Proceeds or Extraordinary Receipts are deposited in an account subject to of a Control Agreement, Loan Party listed on Schedule 6.01(v) and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash ProceedsProceeds or Extraordinary Receipts, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii2.05(c)(v) or Section 2.05(c)(iv2.05(c)(vii) as applicable. (viix) The Administrative Borrower shall notify Within three (3) Business Days after receipt by the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) Borrowers of the proceeds of any prepayment Permitted Cure Equity pursuant to Section 2.05(c)(i9.02 in respect of any noncompliance with the financial covenants set forth in Section 7.03, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of such proceeds. (x) Within one (1) Business Day after any initial public offering where the Borrowers, or any direct or indirect parent of the Borrowers, receive net proceeds of at least $200,000,000 (for the avoidance of doubt, such proceeds shall be net of any related fees and expenses) the Borrowers shall prepay the Term Loans (or offer to prepay the Term Loans at par) in an amount equal to the amount of such proceeds remaining after giving effect to the repurchase of the ▇▇▇▇▇▇▇▇▇ Preferred Equity; provided that, in no event shall the prepayments required to be made pursuant to this Section 2.05(c)(x), (ii), (iii) and (iv) hereunder (A) exceed $60,000,000 in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepaymentaggregate.

Mandatory Prepayment. If a Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) Within 10 Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders all outstanding principal of the financial statements Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Fiscal Year ended December 31Credit Facility being prepaid, 2014 orand (iv) all other sums that shall have become due and payable, if such financial statements are not delivered to including Protective Advances. Additionally, at the Agents and election of Agent, Borrower shall prepay the Lenders on the date such statements are required Credit Facilities (to be delivered pursuant to Section 7.01(a)(iii), allocated pro rata among the outstanding Credit Extensions under all Credit Facilities) in the following amounts: (A) within 10 five (5) Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii)on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of [***] ($[***]) for property, the Borrowers shall prepay the outstanding principal amount in respect of the Loans in accordance with Section 2.05(d) in assets upon which Agent has been granted a Lien, an amount equal to [***] ([***]%) of of such proceeds (net of out-of-pocket expenses and, in the applicable ECF Percentage times case of personal property, repayment of any permitted purchase money debt encumbering the Excess Cash Flow personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) within five (5) Business Days after receipt by any Credit Party of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to proceeds of any asset disposition of personal property not made in the Fiscal Year ending December 31, 2014, the prepayment required under this Ordinary Course of Business (other than transfers permitted by Section 2.05(c)(i7.1) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries [***] (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i[***]%) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds net cash proceeds of such Dispositions shall be deposited into asset disposition (net of out-of-pocket expenses and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt repayment of any permitted purchase money debt encumbering such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtednessasset), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, such lesser portion as Agent shall elect to apply to the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewithObligations. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii(a) or Section 2.05(c)(iv), so long as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on continuing, Borrower shall have the date option of applying the proceeds of any casualty policy up to [***] ($[***]) in the aggregate with respect to any property loss in any one (1) year, toward the replacement or repair of destroyed or damaged property; provided that any such Person receives such Net Cash Proceeds, replaced or repaired property (Bx) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replaceof greater, repair equal, or restore properties like value as the replaced or assets used repaired Collateral and (y) shall be deemed Collateral in such Person’s business within which Agent and the Lenders have been granted a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreementfirst priority security interest, and (Db) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) after the occurrence and during the continuance of a Default or an Event of Default, all proceeds payable under such Net Cash Proceedscasualty policy shall, if not theretofore so usedat the option of Agent, shall be used payable to prepay Agent, for the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicableratable benefit of the Lenders, on account of the Obligations. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 Business Days after Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2016 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the U.S. Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times lesser of $5,000,000 and an amount equal to 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by (A) any U.S. Loan Party or its Subsidiaries (other than BVI Borrower and its Subsidiaries), the U.S. Borrowers shall prepay the outstanding principal amount of the Loans in - 12 - accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition, and (B) BVI Borrower or its Subsidiaries, the BVI Borrower shall prepay the outstanding principal amount of the Additional Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition Disposition, to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 250,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). . (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), (1) if such issuance or upon an Equity Issuance incurrence is made by a U.S. Loan Party or series of related Equity Issuances that results in a Change of Controlits Subsidiaries (other than the BVI Borrower and its Subsidiaries), the U.S. Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith, and (2) if such issuance or incurrence is made by the BVI Borrower or its Subsidiaries, the BVI Borrower shall prepay the outstanding amount of the Additional Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (ia) Within 10 Business Days after Contemporaneously with the delivery to the Agents Agent and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents Agent and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2022, or, if such financial statements are not delivered to the Agents Agent and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after on the date such statements are required to be delivered to the Agents Agent and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to (A) if the applicable ECF Percentage times Leverage Ratio of the Parent and its Subsidiaries as of the last day of such Fiscal Year is greater than or equal to 2.75 to 1.00, 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year or (B) if the Leverage Ratio of the Parent and its Subsidiaries as of the last day of such Fiscal Year is less than 2.75 to 1.00, 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (iib) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 1,500,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iiic) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness, including, for the avoidance ​ ​ of doubt, CARES Act Indebtedness, CEBA Indebtedness and/or HASCAP Indebtedness), or upon an Equity Issuance or series of related (other than any Excluded Equity Issuances that results in a Change of ControlIssuance and the Amendment No. 2 Equity Contribution), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (ivd) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewiththerewith to the extent that (A) the aggregate amount of Extraordinary Receipts under clauses (c) (other than with respect to business interruption insurance) or (e) of the definition thereof received by all Loan Parties and their Subsidiaries (and not paid to the Agent as a prepayment of the Loans) shall exceed $1,500,000 in any Fiscal Year and (B) the aggregate amount of Extraordinary Receipts under clauses (a), (b), (c) (but only with respect to business interruption insurance), (d), (f) or (g) of the definition thereof received by all Loan Parties and their Subsidiaries (and not paid to the Agent as a prepayment of the Loans) shall exceed $5,000,000 over the term of this Agreement. (ve) Immediately upon receipt by the Borrowers of the proceeds of any (A) Permitted Cure Equity pursuant to Section 9.02 or (B) Capex Equity Contribution pursuant to Section 7.03(a), the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of such proceeds. (f) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are would otherwise be required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 2,500,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s 's business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 5 days after such Disposition or loss, destruction or taking, as the date of receipt of such Net Cash Proceedscase may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s 's business within a period specified in such certificate not to exceed 360 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vig) The Administrative Borrower shall notify provide written notice to the Administrative Agent by telephone 12:00 noon (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, ) one Business Day before the date of prior to each mandatory prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepaymenthereunder.

Mandatory Prepayment. (i) Within 10 five Business Days after the delivery to the Agents and the Lenders of audited annual date financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents 6.01(a) and the Lenders related Compliance Certificate has been delivered pursuant to Section 7.01(a)(iii6.02(a), the Borrowers Borrower shall prepay the outstanding cause to be prepaid an aggregate principal amount of the Term Loans in accordance with Section 2.05(d) in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the applicable “ECF Percentage times the Percentage”) of Excess Cash Flow Flow, if any, for the fiscal year covered by such financial statements (commencing with the first full fiscal year ending after the Signing Date), minus (B) the sum of the Parent and its Subsidiaries for such Fiscal Year; provided, (1) all voluntary prepayments of Term Loans (provided that, with respect to Discounted Voluntary Prepayments, only the Fiscal Year ending December 31, 2014, the actual amount of cash used to consummate such prepayment required under this Section 2.05(c)(i) shall be measured based on included in such calculation) during such fiscal year and prior to the period beginning on the Effective Date through the end date of such Fiscal Yearpayment (without duplication of any amounts applied to reduce Excess Cash Flow for a prior period) and (2) all voluntary prepayments of Revolving Credit Loans during such fiscal year and prior to the date of such payment (without duplication of any amounts applied to reduce Excess Cash Flow for a prior period) to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than 2.5:1.0 and greater than or equal to 2.0:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than 2.0:1.0. (ii) Immediately upon (A) Subject to Section 2.05(b)(ii)(B), if (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (aof any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g) ), (j), (k), (m), or (ho)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of the definition of Permitted Disposition) by any Loan Party or its SubsidiariesNet Cash Proceeds, the Borrowers Borrower shall prepay the outstanding principal amount of the Loans make a prepayment, in accordance with Section 2.05(d) in 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to 100% of the all such Net Cash Proceeds received by realized or received; provided that no such Person in connection prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such Disposition to the extent that the aggregate amount portion of such Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject its intent to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied reinvest in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii2.05(b)(ii)(B) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not which notice may only be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) if no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expendedthen continuing), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 five Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2019, or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 five Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall shall, if the Total Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is (A) greater than 2.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times result of (to the extent positive) (1) 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) (other than payments of the Term Loan B made with proceeds of an Equity Issuance by any Loan Party) for such Fiscal Year, or (B) equal to or less than 2.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal 120535197v14 to (1) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) (other than payments of the Term Loan B made with proceeds of an Equity Issuance by any Loan Party) for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the provided that no mandatory prepayment required shall be made under this Section 2.05(c)(i) shall unless and until the Term Loan ECF Mandatory Prepayment Conditions (as defined in the Intercreditor Agreement) have been satisfied, and if and to the extent the Term Loan ECF Mandatory Prepayment Conditions would not be measured based on the period beginning on the Effective Date through the end satisfied immediately after giving effect to all or a portion of such prepayment of the Loans otherwise required under this paragraph (but for this proviso) for any Fiscal YearYear (the prepayment of the Loans not required to be made on account of this proviso, the "ECF Deferred Portion"), then (x) the Borrowers shall not make such prepayment of the Loans up to the amount of the ECF Deferred Portion for such Fiscal Year and (y) not later than the tenth (10th) day after the delivery of the financial statements required under Section 7.01(a)(i) for any fiscal month, the Borrowers shall prepay the Loans up to the cumulative ECF Deferred Portion for all Fiscal Years that has not been previously prepaid pursuant to this clause (y), to the extent the Term Loan ECF Mandatory Prepayment Conditions can be satisfied with respect to any such prepayment. (ii) Immediately upon Within five Business Days after any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 500,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the Within five Business Days after (A)the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an (A)an Equity Issuance or series of related (other than any Excluded Equity Issuances that results in a Change of ControlIssuances), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon Within five Business Days after the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewiththerewith to the extent that the aggregate amount of Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid 120535197v14 to the Administrative Agent as a prepayment of the Loans) shall exceed $250,000 in any Fiscal Year. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 750,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds and Extraordinary Receipts are used to replace, repair or restore properties or assets (other than current assets) , or to acquire assets, used or useful in such PersonLoan Party’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash ProceedsProceeds or Extraordinary Receipts, (B) such proceeds are used by a Loan Party to replace, repair or restore properties or assets, or acquire assets, used or useful in such Person’s business and constituting (1) Revolving Loan Priority Collateral if the Administrative Borrower delivers property or assets disposed of or subject to casualty or condemnation constituted Revolving Loan Priority Collateral, (2) Term Priority Collateral if the property or assets disposed of or subject to casualty or condemnation constituted Term Priority Collateral, or (3) Revolving Loan Priority Collateral and Term Priority Collateral (in a percentage determined in good faith by the Agents and the Revolving Loan Agent) if the property or assets sold or disposed of or subject to casualty or condemnation constituted both Revolving Loan Priority Collateral and Term Priority Collateral, (C) the Borrowers deliver a certificate to the Administrative Agent Agents within 60 30 days after the date of such Disposition or loss, destruction or taking, or receipt of such Net Cash ProceedsExtraordinary Receipts, as the case may be, stating that such Net Cash Proceeds or Extraordinary Receipts shall be used to replace, repair or restore properties or assets assets, or acquire assets, used or useful in such Person’s 's business within a period specified in such certificate not to exceed 360 180 days after the date of receipt of such Net Cash Proceeds or Extraordinary Receipts (which certificate shall set forth estimates of the Net Cash Proceeds or Extraordinary Receipts to be so expended), (CD) such Net Cash Proceeds or Extraordinary Receipts are deposited in an account subject to a Control Agreementthe dominion and control of the Collateral Agent, and (DE) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent Agents pursuant to clause (BC) above or (2) the instruction by the Administrative Agent upon the occurrence and during the continuance of a Default or an Event of Default, such Net Cash ProceedsProceeds or Extraordinary Receipts, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable.; (vi) The Administrative Borrower shall notify provide the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) with written notice of any mandatory prepayment pursuant to required under this Section 2.05(c)(i), (ii), (iii2.05(c) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not no later than 12:00 noon, New York City time, one 1:00 p.m. 5 Business Day before Days prior to the date of such mandatory prepayment. Such notice shall specify the applicable provision under Section 2.05(c) pursuant to which such mandatory prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepaymentis being made.

Mandatory Prepayment. (i) Within 10 five Business Days after the delivery to the Agents and the Lenders of audited annual date financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents 6.01(a) and the Lenders related Compliance Certificate has been delivered pursuant to Section 7.01(a)(iii6.02(a), the Borrowers Borrower shall prepay the outstanding cause to be prepaid an aggregate principal amount of Group Term Loans (allocated among the Group Term Loans in accordance with Section 2.05(dat the discretion of the Borrower) in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the applicable “ECF Percentage times the Percentage”) of Excess Cash Flow Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended on December 31, 2017), minus (B) the sum of the Parent and its Subsidiaries for such Fiscal Year; provided, (1) all voluntary prepayments of Group Term Loans under any Group Credit Agreement (provided that, with respect to Discounted Voluntary Prepayments under any Group Credit Agreement, only the Fiscal Year ending December 31, 2014, the actual amount of cash used to consummate such prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through included in such calculation) during such fiscal year and after the end of such Fiscal fiscal year but prior to the required date of such prepayment (such prepayment or purchase after the end of the fiscal year, together with such prepayment described in clause (2) below, the “After Year-End Payment”) and (2) all voluntary prepayments of Group Revolving Credit Loans during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment to the extent the Group Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness (other than, with respect to clause (1) only, any Indebtedness incurred pursuant to any Revolving Credit Loan or Swing Line Loan) or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00 and greater than 2.75:1.00 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.75:1.00; provided further that solely for the purpose of this Section 2.05(b)(i), following the making of each After Year-End Payment, (i) the Consolidated First Lien Net Leverage Ratio shall be re-calculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year in respect of which the prepayment pursuant to this Section 2.05(b)(i) is made and (ii) such After Year-End Payment taken into account in the calculation of the required prepayment amount above for one fiscal year shall be disregarded for any subsequent calculations for future fiscal years. Notwithstanding anything set forth above, if for any fiscal year the amount calculated pursuant to clause (A) above is less than the amount calculated pursuant to clause (B) above (such amount, the “Excess Prepayments”), the cumulative amount of such Excess Prepayments shall be carried over in calculations for the following fiscal year (but not subsequent years) on a dollar-for-dollar basis. (ii) Immediately upon (A) Subject to Section 2.05(b)(ii)(B), if (1) any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (aCovenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (bi), (cl), (dn) (other than a Permitted Sale Leaseback between Nexstar Guarantors that are not the Holding Companies), (e), (f), (go)(y) or (hu) (in each case of (o)(y) and (u), to the definition extent provided thereunder) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Permitted Disposition) by any Loan Party or its SubsidiariesNet Cash Proceeds, the Borrowers Borrower shall prepay the outstanding principal amount of the Loans make a prepayment, in accordance with Section 2.05(d) in 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to 100% the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds received by (such Person in connection with percentage, the “Asset Percentage”) of all such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject its intent to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied reinvest in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii2.05(b)(ii)(B) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not which notice may only be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) if no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expendedthen continuing), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.

Mandatory Prepayment. (i) Within 10 For the fiscal year ending 2014, within five Business Days after the delivery to the Agents and the Lenders of audited annual date financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii)6.01(a) of the Nexstar Credit Agreement and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement and (y) at all times thereafter, within 10 five Business Days after the date such financial statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers Borrower shall prepay the outstanding cause to be prepaid an aggregate principal amount of Term Loans, Nexstar Term Loans and Mission Term Loans (allocated between the Term Loans, Nexstar Term Loans in accordance with Section 2.05(dand Mission Term Loans at the discretion of the Borrower) in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the applicable "ECF Percentage times the Percentage") of Excess Cash Flow Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending December 31, 2014), minus (B) the sum of (1) all voluntary prepayments of Term Loans, Nexstar Term Loans (other than the Parent Nexstar Fifth Amendment Voluntary Prepayment) and its Subsidiaries for such Fiscal Year; provided, Mission Term Loans (provided that, with respect to Discounted Voluntary Prepayments, Nexstar Discounted Voluntary Prepayments and Mission Discounted Voluntary Prepayments, only the Fiscal Year ending December 31, 2014, the actual amount of cash used to consummate such prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end included in such calculation) during such fiscal year and (2) all voluntary prepayments of Revolving Credit Loans, Nexstar Revolving Credit Loans and Mission Revolving Credit Loans during such Fiscal Year. (ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition fiscal year to the extent that the aggregate Revolving Credit Commitments, Nexstar Revolving Credit Commitments and/or Mission Revolving Credit Commitments, as applicable, are permanently reduced by the amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Yearpayments, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment each of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment immediately preceding clauses (1) and (B2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (a) in the case of any prepayment of a LIBOR Rate Loan, not later ECF Percentage shall be 25% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than 12:00 noon, New York City time, three Business Days before or equal to 3.0:1.0 and greater than 2.5:1.0 and (b) the date of prepaymentECF Percentage shall be 0% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.5:1.0.

Mandatory Prepayment. (i) [intentionally omitted] (ii) The Borrower will immediately prepay the outstanding principal amount of the Term Loan in accordance with the provisions of Section 2.05(d), in the event that the First Lien Credit Agreement is terminated for any reason. (iii) If at any time, the outstanding principal balance of the Senior Debt is greater than the Total Debt Limiter as of such date, Borrower will immediately prepay the Senior Debt in accordance with the provisions of Section 2.05(d) in an aggregate amount equal to such excess. (iv) Within 10 Business Days after the days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31June 30, 2014 2006 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii7.01(a)(ii), within 10 Business Days days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii7.01(a)(ii), the Borrowers Borrower shall prepay the outstanding principal amount of the Term Loans in accordance with the provisions of Section 2.05(d) ), in an amount equal to the applicable ECF Percentage times 50% of the Excess Cash Flow of the Parent Borrower and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (iiv) Immediately upon receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries other than (excluding Dispositions which qualify as x) a Permitted Dispositions under Disposition (other than a Permitted Disposition of the type described in clause (b) of the definition of Permitted Dispositions) or (y) a Disposition described below in Section 2.05(c)(vi), the Borrower shall prepay the outstanding principal amount of the Senior Debt (or in the case of such a Disposition of assets that does not include Accounts or Inventory, the outstanding principal amount of the Term Loans) in accordance with the provisions of Section 2.05(d), in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition. Nothing contained in this clause (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition. (vi) Immediately upon receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries of (x) all or substantially all of the Stock in any Subsidiary of Borrower, or (y) all or substantially all of the assets of any Loan Party or any of its Subsidiaries (or one or more business lines maintained by any Loan Party or any of its Subsidiaries) (including, without limitation, the Disposition described in clause (e) of the definition of Permitted Dispositions), the Borrower shall prepay the outstanding principal amount of the Senior Debt in accordance with the provisions of Section 2.05(d), in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition. Nothing contained in this clause (vi) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition. (vii) Upon (A) the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d), (e), (f), ) and (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its SubsidiariesIndebtedness), the Borrowers Borrower shall prepay the outstanding principal amount of the Loans Term Loan in accordance with Section 2.05(d) in an amount equal to 100% the provisions of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance or series of related Equity Issuances that results in a Change of Control, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith, and (B) the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock, the Borrower shall prepay the Term Loan in accordance with the provisions of Section 2.05(d), in an amount equal to 75% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iiisubsection (vii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (ivviii) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers Borrower shall prepay the outstanding principal of the Loans Senior Debt (or in the case of Extraordinary Receipts that do not consist of proceeds of insurance or condemnation awards in respect of Accounts or Inventory, the outstanding principal of the Term Loan) in accordance with the provisions of Section 2.05(d) ), in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoingExtraordinary Receipts, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Administrative Borrower delivers a certificate to the Administrative Agent within 60 days after the date of receipt of such Net Cash Proceeds, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) net of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) reasonable expenses incurred in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepaymentcollecting such Extraordinary Receipts.

Mandatory Prepayment. (i) The Borrower will prepay the Revolving Loans within 1 Business Day of any date that the aggregate principal amount of all Revolving Loans exceeds the lesser of (A) the Total Revolving Credit Commitment, and (B) the Borrowing Base, to the full extent of any such excess. (ii) The Borrower will immediately prepay the outstanding principal amount of the Term Loan in the event that the Total Revolving Credit Commitment is terminated for any reason. (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent’s Account, to the payment, in whole or in part, of the Obligations in accordance with Section 4.04(b); provided, however, that so long as no Event of Default has occurred and is continuing, the foregoing shall not apply to amounts that are prepaid or required to be prepaid in accordance with the provisions hereof. (iv) Within 10 Business Days after the days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2007 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii7.01(a)(ii), within 10 Business Days days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii7.01(a)(ii), the Borrowers shall Borrower shall, (A) if such financial statements demonstrate that the Senior Leverage Ratio of the Parent and its Subsidiaries is greater than or equal to 3.0:1.0, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times result of (y) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, thatminus (z) the amount of all voluntary prepayments of the Term Loan made during such Fiscal Year pursuant to Section 2.05(b)(ii), with respect or (B) if such financial statements demonstrate that the Senior Leverage Ratio of the Parent and its Subsidiaries is less than 3:0:1.0, prepay the outstanding principal amount of the Loans in an amount equal to the Fiscal Year ending December 31, 2014, result of (y) 25% of the prepayment required under this Section 2.05(c)(i) shall be measured based on Excess Cash Flow of the period beginning on the Effective Date through the end of Parent and its Subsidiaries for such Fiscal Year, minus (z) the amount of all voluntary prepayments of the Term Loan made during such Fiscal Year pursuant to Section 2.05(b)(ii). (iiv) Immediately upon Within 3 Business Days following the receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries (excluding Dispositions which qualify as other than a Permitted Dispositions under Disposition of the type described in clauses (a), (b), (c), (d), (e), (f), (g) or (hl) of the definition of Permitted Disposition) by any Loan Party or its SubsidiariesDispositions), the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all any Loan Parties Party and their its Subsidiaries (and not paid to the Administrative Agent as a prepayment of the LoansObligations) shall exceed for all such Dispositions shall exceed $500,000 in any Fiscal Year. Notwithstanding anything to the contrary contained herein, so long as no Default or an Event of Default shall have occurred and be continuing, the proceeds of Dispositions shall not be required to be applied in mandatory prepayment of the Loans (the “Reinvestment Option”) so long as (A) such proceeds are used to replace the properties or assets in respect of which such proceeds were paid or to acquire other than Dispositions under properties assets which are useful to the Borrower in the ordinary course of its business, consistent with past practices, including Permitted Acquisitions (the “Disposition Permitted Uses”), (B) the Borrower delivers a certificate (a “Reinvestment Notice”) to the Agents within 15 days after the date of the Disposition, stating that such proceeds shall be used for one of the Disposition Permitted Uses within a period specified in the Reinvestment Notice not to exceed the earlier of (1) 180 days after the receipt of such proceeds (provided that if the Borrower becomes subject, within 180 days after the receipt of such proceeds, to a binding obligation to use the proceeds for one of the Disposition Permitted Uses, such 180 day period shall be extended to a 360 day period), and (2) the Final Maturity Date, and (C) such proceeds are deposited in a deposit account subject to a Account Control Agreement; provided that the Reinvestment Option shall in no event be available for (x) the proceeds from a Permitted Disposition of the type described in clause (id) of the definition of Permitted DispositionDispositions, (y) $2,000,000 the proceeds from a Permitted Acquisition Disposition if the consideration paid or payable in any Fiscal Year, provided, that, for all Dispositions under clause (i) respect of the definition Subject Proposed Acquisition is solely Excess Cash Flow Consideration, or (z) a portion of the proceeds from a Permitted DispositionAcquisition Disposition if the consideration paid or payable in respect of the Subject Proposed Acquisition is both Excess Cash Flow Consideration and Non-Excess Cash Flow Consideration in an amount equal to the total value of all proceeds received from such Permitted Acquisition Disposition multiplied by a fraction, the numerator of which is the value of the Excess Cash Flow Consideration paid or payable in respect of the Subject Proposed Acquisition and the denominator of which is the total value of all Net Cash Proceeds consideration paid or payable in respect of the Subject Proposed Acquisition. If all or any portion of such Dispositions shall be deposited into and maintained proceeds not so applied to the prepayment of the Loans are not used in a blocked account subject accordance with the preceding sentence within the period specified in the Reinvestment Notice furnished pursuant to a Control Agreement until the earlier of this subsection (x) v), such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds remaining portion shall be applied in accordance with such agreement, and (y) 60 days after to the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied Loans in accordance with Section 2.05(d)) on the last day of such specified period. Nothing contained in this Section 2.05(c)(iisubsection (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii)a Permitted Disposition. (iiivi) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted IndebtednessIndebtedness referred to in clauses (a), (b), (c), (d), (e), (f), or upon an Equity Issuance or series (h) of related Equity Issuances that results in the definition of Permitted Indebtedness and other than Subordinated Indebtedness incurred to finance a Change of ControlPermitted Acquisition), the Borrowers Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iiisubsection (vi) shall not be deemed to be implied consent to any such issuance, issuance or incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (ivvii) Upon Within 3 Business Days following the receipt sale or issuance by any Loan Party or any of its Subsidiaries of any Extraordinary Receiptsshares of its Capital Stock (other than (A) pursuant to the exercise of stock options issued by the Parent in connection with any stock incentive plan or other employee incentive plan, (B) to the extent used to finance a Permitted Acquisition, and (C) so long as no Default or Event of Default has occurred and is continuing, to the extent sold or issued in connection with a Qualified IPO), the Borrowers Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vii) shall not be deemed to be implied consent to any such sale or issuance otherwise prohibited by the terms and conditions of this Agreement. (vviii) Notwithstanding Within 3 Business Days following the foregoing, with respect to Net Cash Proceeds received receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the outstanding principal of the Loans in connection with a Disposition an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. Notwithstanding anything to the contrary contained herein, so long as no Default or the receipt an Event of Default shall have occurred and be continuing, proceeds of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(iidescribed in clause (ii) or Section 2.05(c)(iv), as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and definition of Extraordinary Receipts shall not be required to be applied in mandatory prepayment of the Loans so used to prepay the Obligations to the extent that long as (x) such Net Cash Proceeds proceeds are used to replace, repair or restore the properties or assets (in respect of which such proceeds were paid or to acquire other than current assets) used properties or assets which are useful to the Borrower in such Person’s the ordinary course of its business, provided thatconsistent with past practices (the “Extraordinary Receipts Permitted Uses”), (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (By) the Administrative Borrower delivers a certificate Reinvestment Notice to the Administrative Agent Agents within 60 15 days after the date of receipt of such Net Cash Proceedsthe loss or destruction, as the case may be, stating that such Net Cash Proceeds shall proceeds will be used to replace, repair or restore properties or assets used in such Person’s business for one of the Extraordinary Receipts Permitted Uses within a period specified in such certificate the Reinvestment Notice not to exceed 360 the earlier of (A) 180 days after the date of receipt of such Net Cash Proceeds proceeds (which certificate shall set forth estimates provided that if the Borrower becomes subject, within 180 days after the receipt of such proceeds, to a binding obligation to use the proceeds for one of the Net Cash Proceeds Extraordinary Receipts Permitted Uses, such 180 day period shall be extended to be so expendeda 360 day period), and (CB) the Final Maturity Date, and (z) such Net Cash Proceeds proceeds are deposited in an a deposit account subject to a Account Control Agreement, and (D) upon . If all or any portion of such proceeds not so applied to the earlier prepayment of (1) the expiration of Loans are not used in accordance with the preceding sentence within the period specified in the relevant certificate Reinvestment Notice furnished pursuant this subsection (viii), such remaining portion shall be applied to the Administrative Agent pursuant Loans in accordance with Section 2.05(d) on the last day of such specified period. (ix) Within 3 Business Days following the receipt by any Loan Party or any of its Subsidiaries of any foreign, United States, state or local tax refunds, the Borrower shall, (A) if (1) the Senior Leverage Ratio of the Parent and its Subsidiaries is greater than or equal to clause (B) above 3.00:1.00 as of the date of such receipt, or (2) the occurrence Senior Leverage Ratio of a Default the Parent and its Subsidiaries was greater than or an Event equal to 3.00:1.00 as of Defaultthe last day of the tax period related to such refund, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations outstanding principal of the Loans in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) an amount equal to 50% of such refunds, net of any prepayment pursuant to Section 2.05(c)(i)reasonable expenses incurred in collecting such refunds, or (ii), B) if (iii1) the Senior Leverage Ratio of the Parent and (iv) hereunder (A) in the case its Subsidiaries is less than 3.00:1.00 as of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment such receipt, or (2) the Senior Leverage Ratio of the Parent and (B) its Subsidiaries was less than 3.00:1.00 as of the last day of the tax period related to such refund, prepay the outstanding principal of the Loans in the case an amount equal to 25% of such refunds, net of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepaymentreasonable expenses incurred in collecting such refunds .

Mandatory Prepayment. (i) Within 10 Business Days days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 2005 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii7.01(a)(ii), within 10 Business Days days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii7.01(a)(ii), the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) Term Loan in an amount equal to the applicable ECF Applicable Excess Cash Flow Prepayment Percentage times of the Excess Cash Flow of the Parent Borrower and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year. (ii) Immediately upon receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries other than a Permitted Disposition (excluding Dispositions which qualify as other than a Permitted Dispositions under Disposition of the type described in clauses (a), (b), ) and (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries), the Borrowers Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) Term Loan in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition Disposition; provided, however, that, if the completion of Exempt Foreign Dispositions shall have permitted Borrower to pay dividends on common shares of its Capital Stock pursuant to Section 7.02(s)(iii), then notwithstanding any provision contained in this Section 2.05(c)(ii) to the extent that contrary, Borrower shall prepay the aggregate outstanding principal amount of the Term Loan in an amount equal to (A) 100% of the Net Cash Proceeds received by all Loan Parties and their the Subsidiaries of Borrower from such Foreign Exempt Dispositions, less (and not paid to B) the Administrative Agent as a prepayment aggregate amount of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of dividends actually paid in the definition of Permitted Disposition) $2,000,000 in any Fiscal Yearfiscal quarter ending March 31, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing 2005 by Borrower on the application common shares of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied its Capital Stock in accordance with Section 2.05(d7.02(s)(iii). Nothing contained in this Section 2.05(c)(iiclause (ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii)a Permitted Disposition. (iii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d), (e), and (f) of the definition of Permitted Indebtedness), or upon an Equity Issuance the sale or series issuance by any Loan Party or any of related Equity Issuances that results in a Change its Subsidiaries of Controlany shares of its Capital Stock, the Borrowers Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) Term Loan in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith; provided that in the case that the aggregate amount of Net Cash Proceeds from such sale or issuance is less than $5,000, the Borrower shall hold such Net Cash Proceeds until the earlier of (A) the next succeeding prepayment under this Section 2.05(c), or (B) when such amount of Net Cash Proceeds, when aggregated with other Net Cash Proceeds from subsequent sales or issuances of such Capital Stock, exceeds $5,000, at which time Borrower shall prepay all such Net Cash Proceeds. The provisions of this Section 2.05(c)(iiisubsection (iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary ReceiptsReceipts in excess of the first $25,000 of such Extraordinary Receipts received in any Fiscal Year, the Borrowers Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) Term Loan in an amount equal to 100% of such Extraordinary Receipts, net of any customary and reasonable expenses (including, without limitation, any attorney, accountant or other professional fees) incurred in collecting such Extraordinary Receipts; provided, however, that, if the Borrower’s receipt of United States federal income tax refunds attributable to its fiscal year ended December 31, 2004 shall have permitted Borrower to pay dividends on common shares of its Capital Stock pursuant to Section 7.02(s)(iv), then notwithstanding any provision contained in this Section 2.05(c)(iv) to the contrary, Borrower shall prepay the outstanding principal amount of the Term Loan in an amount equal to (A) 100% of the Net Cash Proceeds received by Borrower from all such Person United States federal income tax refunds, less (B) the aggregate amount of the dividends actually paid in connection therewith. (v) Notwithstanding the foregoingfiscal quarter ending June 30, with respect to Net Cash Proceeds received 2005 by any Loan Party or any Borrower on the common shares of its Subsidiaries Capital Stock in connection accordance with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are Section 7.02(s)(iv). Any payments required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or made under this Section 2.05(c)(iv) shall be applied as set forth in Section 2.05(d); provided, however, that so long as the case may be, up to $250,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may, on or prior to the date such Person receives such Net Cash Proceedsof any insurer’s payment of the proceeds of Extraordinary Receipts in the form of proceeds of insurance, (B) the Administrative Borrower delivers a certificate by written notice to the Administrative Agents, request that the amount of the required prepayment, as set forth in this Section 2.05(c)(iv), not occur at such time and that such proceeds instead be used to repair, replace or restore the casualty which precipitated receipt of such proceeds of insurance, with such notice setting forth in particular the proposed usage of such proceeds of insurance. If such notice is timely given and if, in the reasonable judgment of the Collateral Agent, the Loan Parties have Cash and Cash Equivalents and/or casualty and business interruption insurance proceeds in amounts sufficient to ensure that Borrower will be able to make payment as and when due of the Obligations that will be payable during the period of repair, replacement, or restoration, the Collateral Agent shall notify the applicable insurer to permit payment of such proceeds to Borrower, and Borrower shall be relieved of its obligation to make such mandatory prepayment at such time. If, within 60 270 days after the date of the Borrower’s receipt of the proceeds of such Net Cash ProceedsExtraordinary Receipts, stating the Borrower provides the Administrative Agent reasonably detailed reporting indicating that the Borrower has invested all or a portion of such Net Cash Proceeds proceeds in assets used or useful in the business of the Borrower as it exists as of the date hereof, then the required prepayment shall be reduced on a dollar-for-dollar basis with the amount of the proceeds so invested; provided further, however, that if, on such 270th day all or any portion of such proceeds have not been so invested, the portion remaining shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 360 days after make the date of receipt required prepayment (as set forth above) as of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable270th day. (vi) The Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment pursuant to Section 2.05(c)(i), (ii), (iii) and (iv) hereunder (A) in the case of any prepayment of a Reference Rate Loan, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and (B) in the case of any prepayment of a LIBOR Rate Loan, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment.