Common use of Mandatory Prepayment Clause in Contracts

Mandatory Prepayment. (1) The Company shall notify the Administrative Agent immediately upon becoming aware of any Change of Control. Upon receipt of such notice and for a period of 90 days thereafter, the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the Lenders.

Mandatory Prepayment. The outstanding Obligations shall be subject to prepayment as follows: (1a) The Company If on any date any Loan Party shall notify the Administrative Agent immediately upon becoming aware have received Net Proceeds from any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any Change Collateral permitted pursuant to clause (q) of Control. Upon receipt the definition of such notice and for a period of 90 days thereafter“Permitted Dispositions”, the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to extent that such Net Amount, such reduction Proceeds are not required to be applied to the Commitments payment of obligations of the Lenders ratably based Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless (a) no Specified Default has occurred and is continuing, (i) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds were received or reinvesting in assets used or useful in any of the Loan Parties’ or Restricted Subsidiaries business within twelve (12) months of the receipt of such proceeds (or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds) and (b) no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Borrower). (b) If on any date any Loan Party shall have received Net Proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any Collateral of a Loan Party, to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless (i) the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Collateral Agent, or (ii) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds, awards or payments were received or reinvesting in assets used or useful in any of the Loan Parties’ or their Restricted Subsidiaries’ business within twelve (12) months of the receipt of such proceeds (or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds); provided that no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Borrower). (c) If on any date any Loan Party shall have received Net Proceeds (i) from any Refinancing Term Loans or Indebtedness pursuant to clause (v)(i) of the definition of “Permitted Indebtedness” or (ii) from the incurrence of any Indebtedness of the Borrower or any of its Subsidiaries (other than Permitted Indebtedness), an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f). (d) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 28, 2012, there shall be Excess Cash Flow, the Borrower shall, on the aggregate relevant Excess Cash Flow Application Date (as defined below), apply an amount, if positive, equal to the excess of (i) the ECF Percentage of such Excess Cash Flow minus (ii) the principal amount of Term Loans optionally prepaid pursuant to SECTION 2.16 during such Fiscal Year toward the Commitments of each prepayment of the Lenders.Term Loans as set forth in SECTION 2.17(f) and the amount expended by the Borrower pursuant to SECTIONS 2.16(d) and 9.04(g) during such Fiscal Year. Each such prepayment shall be made on a date

Mandatory Prepayment. (1i) The Company Borrower will immediately prepay the Revolving A Loans at any time when the aggregate principal amount of all outstanding Revolving A Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the lesser of (A) the Total Revolving A Credit Commitment and (B) the Borrowing Base, to the full extent of any such excess. On each day that any Loans or Letter of Credit Obligations are outstanding, the Borrower shall notify 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 Loans and Letter of Credit Obligations outstanding on such day. If at any time after the Borrower have 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 immediately upon becoming aware of any Change of Control. Upon receipt in an amount equal to 105% of such notice and for a period of 90 days thereafterexcess, the Required Lenders which cash collateral shall be entitleddeposited in the Letter of Credit Collateral Account and, by written notice provided that no Event of Default shall have occurred and be continuing, returned to the Company received within Borrower, at such period, to terminate time as the Commitments in whole and require aggregate Letter of Credit Obligations plus the Company and the Designated Borrower to prepay aggregate principal amount of all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to Loans no longer exceeds the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunderthen current Borrowing Base. (2ii) The Company 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 Section 4.04; subject, however, to Section 2.05(d). (iiii) on Promptly (but in any event within three (3) Business Days) following receipt of the date Net Cash Proceeds of any Debt Disposition by any Loan Party or Equity Issuance yielding total cash proceeds its Subsidiaries pursuant to Section 7.02(c)(ii), the Borrower shall prepay the outstanding principal amount of the Loans in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date 100% of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together such Net Cash Proceeds received by such Person in connection with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon Disposition to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Commitments of each Administrative Agent as a prepayment of the LendersLoans) for all such Dispositions shall exceed $350,000 since the Effective Date. Nothing contained in this subsection (iii) 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). (iv) 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 (h) of the definition of Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (excluding the sale or issuance by the Parent of any shares of its Capital Stock to (x) a Sponsor and (y) any member of the Parent's management), the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (iv) 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. (v) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the outstanding principal of the Loans (except to the extent such Extraordinary Receipts constitute insurance proceeds relating to the Inventory or Accounts, in which case the Extraordinary Receipts allocable in such assets shall be applied, first, to the Revolving A Loans and, second, to the Revolving B Loans) in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts; provided, however, that (A) so long as no Default or an 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 property or assets, such Extraordinary Receipts received by the Loan Parties may, at the option of the Borrower, be applied to repair or restore such property or assets or acquire replacement property or assets for the property or assets so lost, damaged or stolen or other property or assets used or useful in the business of any Loan Party for the property or assets so disposed, provided, that (x) the Collateral Agent for the benefit of the Agents and the Lenders has a first-priority Lien (subject to Permitted Liens) on such replacement (or repaired or restored) property or assets and (y) the Borrower delivers a certificate to the Agents within twenty (20) days after the date of receipt of such Extraordinary Receipts stating that such Extraordinary Receipts shall be used to repair or restore such property or assets or to acquire such replacement property or assets for the property or assets so lost, damaged or stolen or such other property or assets used or useful in the business of any Loan Party within one hundred eighty (180) days after the date of receipt of such Extraordinary Receipts (which certificate shall set forth an estimate of the Extraordinary Receipts to be so expended) and (B) if all or any portion of such Extraordinary Receipts are not so used within the 180-day period, the Administrative Agent shall apply such unused Extraordinary Receipts to prepay the Loans in accordance with this subsection (c)(v). Pending such reinvestment, the Extraordinary Receipts shall be applied as a prepayment of Loans but not as a permanent reduction in the Total Revolving Credit Commitment.

Mandatory Prepayment. (1a) The Company Borrower shall notify (x) prepay the Administrative Agent immediately upon becoming aware of any Change of Control. Upon receipt of such notice Term Loans until paid in full and for a period of 90 days thereafter(y) thereafter repay the Revolving Loans in each case, at the Required Lenders shall be entitled, by written notice to following times and in the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder.following amounts: (2) The Company shall (i) on concurrently with the date receipt by Borrower or any Restricted Subsidiary of any Debt or Equity Issuance yielding total cash proceeds Net Cash Proceeds from any Disposition, in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net AmountCash Proceeds, it being understood that any portion of the Net Cash Proceeds of a Disposition that Borrower or the applicable Restricted Subsidiary intends to use to replace the assets subject to such reduction Disposition within 180 days after such Disposition with assets performing the same or similar function, shall not be deemed to be applied have been received by Borrower or such Restricted Subsidiary until the expiration of such 180 day period without reemployment of such amounts; (ii) concurrently with the receipt by Holdings, Borrower or any Restricted Subsidiary of any Net Cash Proceeds from any issuance of its equity securities (unless made pursuant to Section 7.10), in an amount equal to such Net Cash Proceeds; and (iii) within 90 days after the end of each Fiscal Year (commencing with Fiscal Year 2002), in an amount equal to the Commitments Excess Cash Flow Percentage of Excess Cash Flow for such Fiscal Year. (b) If on any day the Revolving Outstandings exceed Borrowing Availability, whether pursuant to a reduction of the Lenders ratably based on Revolving Loan Commitment pursuant to Section 2.9.2 or otherwise, Borrower shall immediately prepay Revolving Loans and/or cash collateralize the aggregate amount outstanding Letters of Credit in a manner acceptable to Agent, or do a combination of the Commitments of each of the Lendersforegoing, in an amount sufficient to eliminate such excess.

Mandatory Prepayment. The outstanding Obligations shall be subject to prepayment as follows: (1a) The Company If on any date any Loan Party shall notify the Administrative Agent immediately upon becoming aware have received Net Proceeds from any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any Change Collateral (other than the sale of Control. Upon receipt Collateral (other than Real Estate, Capital Stock and Intellectual Property) in the ordinary course of such notice business and for a period the transfer of 90 days thereafterany Collateral among Stores and other locations of the Loan Parties), the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to extent that such Net Amount, such reduction Proceeds are not required to be applied to the Commitments payment of obligations of the Lenders ratably based Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless, provided that no Event of Default has occurred and is continuing, (i) the proceeds therefrom are (a) utilized for purposes of replacing or repairing the assets in respect of which such proceeds were received or reinvesting in assets used in any of the Loan Parties’ business within twelve (12) months of the receipt of such proceeds (or, in the case of any disposition of Real Estate the proceeds of which will be used to reinvest in Real Estate, within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds) or (b) in the case of any disposition of Real Estate listed on Schedule 1.1(b), reinvested in additional Real Estate within twelve (12) months of the receipt of such proceeds or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds and (ii) the aggregate amount at any time of such reinvested proceeds (A) in the case of any such sale, transfer or other disposition of any such Collateral pursuant to a sale and leaseback transaction, is equal to or less than $5,000,000 and (B) in the case of any such sale, transfer or other disposition of such Collateral (other than pursuant to a sale and leaseback transaction and other than a disposition of Real Estate the proceeds of which will be used to reinvest in Real Estate) is equal to or less than $10,000,000; or (b) If on any date any Loan Party shall have received Net Proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any Collateral of a Loan Party, to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Commitments Borrower or other borrowers under the ABL Facility, an amount equal to 100% of each such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless (i) the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the LendersCollateral Agent, or (ii) the proceeds therefrom are utilized for purposes of replacing or repairing the assets in respect of which such proceeds, awards or payments were received or reinvesting in assets used in any of the Loan Parties’ business within twelve (12) months of the receipt of such proceeds; (c) If on any date any Loan Party shall have received Net Proceeds from the incurrence of any Indebtedness of the Borrower or any of its Subsidiaries (other than Permitted Indebtedness (other than Permitted Indebtedness as described in clause (l)(ii) or clause (v) of the definition of Permitted Indebtedness)), an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f); and (d) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending May 31, 2007, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans as set forth in SECTION 2.17(f). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the date on which financial statements of the Borrower have been delivered pursuant to SECTION 5.01(a). (e) Reserved. (f) Any prepayment of any Term Loans pursuant to SECTIONS 2.17(a) through (d) above shall be applied first to the remaining scheduled Installments of principal due within 24 months of such prepayment and thereafter to the remaining scheduled Installments of principal on a pro rata basis. Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before outstanding LIBO Loans are prepaid. No prepayment of LIBO Loans shall be permitted pursuant to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans in a Cash Collateral Account and will apply such funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the occurrence and during the continuance of any other Event of Default).

Mandatory Prepayment. The outstanding Obligations shall be subject to prepayment as follows: (1a) The Company If on any date any Loan Party shall notify the Administrative Agent immediately upon becoming aware have received Net Proceeds from any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any Change Collateral permitted pursuant to clause (q) of Control. Upon receipt the definition of such notice and for a period of 90 days thereafter“Permitted Dispositions”, the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to extent that such Net Amount, such reduction Proceeds are not required to be applied to the Commitments payment of obligations of the Lenders ratably based Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless, provided that (a) no Specified Default has occurred and is continuing, (i) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds were received or reinvesting in assets used or useful in any of the Loan Parties’ or Restricted Subsidiaries business within twelve (12) months of the receipt of such proceeds (or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds) and (b) no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Borrower). (b) If on any date any Loan Party shall have received Net Proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any Collateral of a Loan Party, to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless (i) the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Collateral Agent, or (ii) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds, awards or payments were received or reinvesting in assets used or useful in any of the Loan Parties’ or their Restricted Subsidiaries’ business within twelve (12) months of the receipt of such proceeds (or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds); provided that no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Borrower). (c) If on any date any Loan Party shall have received Net Proceeds (i) from any Refinancing Term Loans or Indebtedness pursuant to clause (v)(i) of the definition of “Permitted Indebtedness” or (ii) from the incurrence of any Indebtedness of the Borrower or any of its Subsidiaries (other than Permitted Indebtedness), an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f). (d) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 28, 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount, if positive, equal to the excess of (i) the ECF Percentage of such Excess Cash Flow minus (ii) the principal amount of Term Loans optionally prepaid pursuant to SECTION 2.16 during such Fiscal Year toward the prepayment of the Term Loans as set forth in SECTION 2.17(f) and the amount expended by the Borrower pursuant to SECTIONS 2.16(d) and 9.04(g) during such Fiscal Year. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the date on which the compliance certificate of the Borrower has been delivered pursuant to SECTION 5.01(d). (e) [Reserved]. (f) Any prepayment of any Term Loans pursuant to SECTIONS 2.17(a) through (d) above shall be applied to repay Term Loans of each then outstanding Class, provided, that (i) any prepayment of any Term Loans pursuant to SECTION 2.17(c) shall be applied to repay Term Loans of only those Class(es) selected by the Borrower. Any prepayment of any Class of Term Loans in accordance with the foregoing shall be applied as directed by the Borrower, (ii) to the extent any Qualifying Secured Debt that is secured on a pari passu basis with the Obligations requires a prepayment from Excess Cash Flow, the amount of the prepayment of the Term Loans required above shall be reduced in proportion of the ratio of the aggregate principal amount of the Term Loans then outstanding to the aggregate amount of the Commitments Term Loans and such Qualifying Secured Debt then outstanding and (iii) any Lender may elect to decline its share of each any prepayment pursuant to clause (a), (b) or (d) above by giving notice to the Administrative Agent within one Business Day following the date the Borrower gives notice of such prepayment (any amount declined by a Lender pursuant to this subclause (iii) a “Declined Amount”). Subject to the foregoing, outstanding Prime Rate Loans of any Class shall be prepaid before outstanding LIBO Loans of such Class are prepaid. No prepayment of LIBO Loans of any Class shall be permitted pursuant to this SECTION 2.17 until the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within fifteen (15) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the LendersBorrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans of a particular Class in a Cash Collateral Account and will apply such funds to the applicable LIBO Loans of such Class at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the occurrence and during the continuance of any other Event of Default). (g) The Borrower shall prepay all Non-Converted Term B-34 Loans on the Amendment No. 56 Effective Date. (h) Notwithstanding any other provisions of this SECTION 2.17, (A) to the extent that any or all of the Excess Cash Flow of a Foreign Subsidiary is prohibited or delayed by any requirement of law from being repatriated to the Loan Parties, an amount equal to the portion of Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in clause (d) above, as the case may be, but only so long, as the applicable requirement of law will not permit repatriation to the Loan Parties (the Loan Parties hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable requirement of law to permit repatriation), and once a repatriation of any of such affected Excess Cash Flow is permitted under the applicable requirement of law, an amount equal to such Excess Cash Flow will be promptly (and in any event not later than ten Business Days after such repatriation is permitted) applied (net of any taxes that would be payable or reserved against if such amounts were actually repatriated whether or not they are repatriated) to the repayment of the Term Loans, and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Excess Cash Flow of a Foreign Subsidiary could have an adverse tax consequence with respect to such Excess Cash Flow, an amount equal to the Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. For the avoidance of doubt, nothing in this Agreement, including SECTION 2.17 shall be construed to require any Foreign Subsidiary to repatriate cash.

Mandatory Prepayment. (1a) The Company Borrower shall notify prepay the Administrative Agent immediately upon becoming aware Loans ratably in accordance with the aggregate outstanding principal balances thereof, with the Net Cash Proceeds of: (i) any direct or indirect public offering or private placement of the Permanent Securities, or any other debt or equity securities of either of Newco or the Borrower other than (a) the Equity Financing, (b) any cash contribution by ▇▇▇▇▇▇▇ or ▇▇▇▇ to the common equity of Newco, (c) any issuance of directors' qualifying shares and (d) any issuance or sale of common stock (or common stock equivalents) of Newco to officers and employees under employee benefit or compensation plans, (ii) the incurrence of any Change other Indebtedness by any of ControlNewco or the Borrower (other than Indebtedness permitted to be incurred under Section 4.6) and (iii) any Asset Sale by any of Newco or the Borrower (each of the transactions in the foregoing clauses (i), (ii) and (iii), a "Capital Markets Transaction"). Upon Newco or the Borrower shall, not later than the fourth Business Day following the receipt of such notice and for a period the Net Cash Proceeds of 90 days thereafterany Capital Markets Transaction, prepay the Required Lenders shall be entitledLoans pursuant to this Section 2.5, without premium or penalty, by written notice paying to the Company received within such period, each Lender an amount equal to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt 100% of such noticeLender's pro rata share of the aggregate principal amount of the Loans to be prepaid, together with any plus accrued and unpaid interest thereon to the date Prepayment Date. Any amounts to be applied pursuant to Section 2.5(a) to prepay LIBOR Loans shall, at the option of the Borrower, be applied to prepay LIBOR Loans immediately and/or shall be deposited in the Prepayment Account (as defined below). The Paying Agent shall apply any cash deposited in the Prepayment Account to prepay LIBOR Loans on the last day of their Interest Period (or, at the direction of the Borrower, on any earlier date) until all outstanding Loans have been prepaid or until all the cash on deposit with respect to such prepayment Loans has been exhausted. For purposes of this Agreement, the term Prepayment Account" shall mean an account established by the Borrower with the Paying Agent and any other over which the Paying Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph. The Paying Agent will, at the request of the Borrower, invest amounts due hereunder. Notwithstanding any other provision contained hereinon deposit in the Prepayment Account in Permitted Investments of the kind specified in clauses (a), a Change (b) and (c) of Control shall notthe definition thereof that mature prior to the last day of the applicable Interest Period of the LIBOR Loans to be prepaid; provided, in and of itselfhowever, constitute a Default hereunder. (2) The Company shall that (i) on the date Paying Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Paying Agent to be in, or would result in, any violation of any Debt law, statute, rule or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) regulation and (ii) the Paying Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if an Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Paying Agent for any losses relating to the investments so that the amount available to prepay LIBOR Loans on the date last day of any Debt or Equity Issuance other the applicable Interest Period is not less than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet amount that would have been available had no investments been made under this paragraphpursuant thereto. Other than any interest earned on such investments, the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Paying Agent may, in excess of $100,000,000 (such excess amountits sole discretion, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay apply all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (amounts on deposit in the case Prepayment Account to satisfy any of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon Obligations. The Borrower hereby grants to the date of prepayment Paying Agent, for its benefit and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each benefit of the Lenders, a security interest in the Prepayment Account to secure the Borrower's obligations hereunder.

Mandatory Prepayment. (a) In the event that an Unencumbered Asset Pool Property is sold, transferred, or encumbered with a Lien that is not a Permitted Lien, subject to Sections 5.16 and 5.17 hereof, the Borrower shall, simultaneously with such sale, transfer, or encumbering, prepay the Loans in an amount equal to 100% of the net proceeds of such sale, transfer or financing, or, if less, such amount as shall be required for the Borrower to remain in compliance with Section 5.8 of this Agreement. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.9(a); provided, that (i) the exchanged property has qualified as a New Acquisition, (ii) the exchanged property is not subject to any Liens (other than Permitted Liens) and (iii) any "boot" associated therewith shall be applied to prepayment of the Loans. Any failure to make a required mandatory prepayment following a sale of or granting of a Lien which is not a Permitted Lien on an Unencumbered Asset Pool Property in violation of this Section 2.9 shall constitute an Event of Default. (b) If, at any time, the Outstanding Balance shall exceed the Available Facility, then the Borrower shall immediately prepay the Loans in an amount equal to such excess. Notwithstanding the foregoing, if the Outstanding Balance exceeds an amount equal to 55.0% of the Unencumbered Asset Pool Properties Value as of the last day of any calendar quarter or the date of any New Acquisition and no other Event of Default shall have occurred and be continuing, then the Borrower shall, within thirty (30) days after the last day of the preceding calendar quarter or the date of any New Acquisition resulting in such excess (whichever is applicable), either (A) cause one (1) or more New Acquisitions having Unencumbered Asset Pool Property Values sufficient to ensure the Borrower's compliance with the requirements of this Agreement to be included as Unencumbered Asset Pool Properties or (B) prepay the Loans in an amount equal to 100% of the amount by which the Outstanding Balance exceeds the Available Facility. (c) The Company Borrower shall notify the Administrative Agent immediately upon becoming aware of make any Change of Control. Upon receipt of such notice and for a period of 90 days thereafter, the Required Lenders shall be entitled, by written notice prepayment pursuant to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, this Section 2.9 together with any interest accrued and unpaid interest thereon to the date of such prepayment on the principal amount so prepaid; provided that any prepayment pursuant to this Section 2.9 shall be applied (unless an Event of Default exists) as specified by the Borrower or, otherwise, first to any Base Rate Loans then outstanding, then to any Euro-Dollar Loans (starting with the shortest Interest Periods), and then to Money Market Loans (subject to Section 2.10(f)). In connection with the prepayment of a Euro-Dollar Loan prior to the last day of the Interest Period applicable thereto, the Borrower shall also pay any other amounts due hereunderapplicable expenses pursuant to Section 2.12. Notwithstanding Each such prepayment shall be applied to prepay ratably the Loans of the Banks. Amounts prepaid pursuant to this Section 2.9 may not be reborrowed unless the Borrower shall be in compliance with the covenants set forth in Section 5.8 both before and after giving effect to any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereundersuch Borrowing. (2d) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds Any event referred to in an amount at least equal to $100,000,000 (this Section 2.9 that results in a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a required prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon Loans pursuant to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments this Section 2.9 shall be permanently reduced by an aggregate amount equal referred to such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the Lendersas a "Mandatory Prepayment Event".

Mandatory Prepayment. (1i) The Company Immediately upon any Disposition by any Loan Party or its Subsidiaries pursuant to Section 6.02(c), and subject to the terms of the Intercreditor Agreement, the Borrowers shall notify prepay the outstanding principal amount of the 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 Agent as a prepayment of the Loans) shall exceed $1,000,000 for all such Dispositions in any Fiscal Year. Nothing contained in this subsection (i) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 6.02(c). (ii) Upon the loss, destruction or taking by condemnation of any Collateral, and subject to the terms of the Intercreditor Agreement, the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to 100% of the Net Cash Proceeds of the insurance or other proceeds received by any Loan Party in connection therewith, PROVIDED, that, except during the continuance of an Event of Default, the insurance or other proceeds received by any Borrower in connection therewith shall not be required to be so prepaid on such date to the extent such proceeds are used to replace or restore the properties or assets used in a Permitted Business in respect of which such proceeds were paid if the Administrative Agent immediately upon becoming aware Borrower delivers a certificate to the Agents within 30 days of such event stating that such proceeds shall be used to replace or restore any Change of Control. Upon such properties or assets to be used in a Permitted Business within a period specified in such certificate not to exceed 365 days after the receipt of such notice proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and for a period if all or any portion of 90 days thereafter, the Required Lenders shall be entitled, by written notice such proceeds not so applied to the Company received repayment of the Loans are not so used within the period specified in the relevant certificate furnished pursuant hereto, such period, to terminate remaining portion shall prepay the Commitments in whole and require outstanding principal of the Company and Loans on the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt last day of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunderspecified period. (2iii) The Company shall (i) on Upon the date issuance or incurrence by any Loan Party or any of its Subsidiaries of any Debt Indebtedness (other than Permitted Indebtedness), or Equity Issuance yielding total cash proceeds the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (other than pursuant to stock option plans for employees, officers and directors), and subject to the terms of the Intercreditor Agreement, the Borrowers shall prepay the outstanding amount of the Loans in an amount at least equal to $100,000,000 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (a “Qualifying Issuance”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. (iiiv) on Except as set forth in Section 2.05(b)(ii), upon the date receipt by any Loan Party or any of its Subsidiaries of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, Extraordinary Receipts in excess of $100,000,000 (such excess amount1,000,000 in any Fiscal Year, and subject to the terms of the Intercreditor Agreement, the “Excess Proceeds”), Borrowers shall prepay and cause the Designated Borrower to prepay all outstanding Advances principal of the Loans in an aggregate principal amount equal to 100% of such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii))Extraordinary Receipts, net of underwriting discounts and commissions and other any reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (incurred in collecting such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the LendersExtraordinary Receipts.

Mandatory Prepayment. The Borrower shall be obliged to prepay the Relevant Amount: (1a) The Company shall notify if a Ship is sold, on or before the Administrative Agent immediately upon becoming aware date on which the sale is completed by delivery of any Change that Ship to its buyer; (b) if a Ship becomes a Total Loss, on the earlier of Control. Upon receipt of such notice and for a period of the date falling 90 days thereafter, the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of a Total Loss falling within paragraph (c) of the foregoing clause (i)definition of that term) or such Excess Proceeds 180 days (in all other cases) after the case Total Loss Date (or such later date as the Agent (acting on the instructions of the foregoing clause (ii)), net of underwriting discounts Majority Lenders) may agree) and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss; or (c) if any of the following occurs, on demand by the Security Trustee: (i) either the Shipbuilding Contract or the Refund Guarantee in relation to a Ship is cancelled, terminated, rescinded or otherwise ceases to remain in force for any reason; or (ii) the Shipbuilding Contract for a Ship is materially amended or varied without the prior written consent of the Agent (acting upon the instructions of the Majority Lenders) except for any such amendment or variation as is permitted by this Agreement or any other amounts due hereunderrelevant Finance Document; or (iii) a Ship has not for any reason been delivered to, andand accepted by, the relevant Owner under the Shipbuilding Contract for that Ship by the end of the Availability Period, Provided however that the Borrower shall not be obliged to prepay the Relevant Amount in the event of a Refund Guarantee being cancelled, terminated or rescinded if, within 15 days after the earlier of (1) the date when the Borrower became aware that the relevant event occurred or started to exist and (2) the date when the Agent notifies the Borrower in writing that the relevant event has occurred or exists, the Borrower has: (A) arranged the issuing of a new substitute refund guarantee for its Shipbuilding Contract in favour of the relevant Owner, in connection therewith, form and substance substantially similar to the Commitments shall be permanently reduced relevant Refund Guarantee and issued by an aggregate amount equal a bank acceptable to the Agent (acting on the instructions of the Majority Lenders in their discretion); (B) assigned in favour of the Security Trustee (at the expense of the Borrower) the benefit of such Net Amount, such reduction new substitute refund guarantee by executing a security assignment agreement in a form similar to the relevant Pre-delivery Security Assignment (and has delivered to the Security Trustee any notices of assignment thereunder and has used its best endeavours to deliver to the Security Trustee acknowledgements or further documents required to be applied delivered pursuant thereto); and (C) provided the Agent (at the expense of the Borrower) with any legal opinion in respect of the matters referred to in paragraphs (A) and (B) above, in form and substance satisfactory to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the LendersAgent.

Mandatory Prepayment. (1a) The Company Borrower shall notify (x) prepay the Administrative Agent immediately upon becoming aware of any Change of Control. Upon receipt of such notice Term Loans until paid in full and for a period of 90 days thereafter, (y) thereafter repay the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall notRevolving Loans, in each case, at the following times and of itself, constitute a Default hereunder.in the following amounts: (2) The Company shall (i) on concurrently with the date receipt by Borrower or any Restricted Subsidiary of any Debt or Equity Issuance yielding total cash proceeds Net Cash Proceeds from any Disposition, in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net AmountCash Proceeds, it being understood that any portion of the Net Cash Proceeds of a Disposition that Borrower or the applicable Restricted Subsidiary intends to use to replace the assets subject to such reduction Disposition within 180 days after such Disposition with assets performing the same or similar function, shall not be deemed to be applied have been received by Borrower or such Restricted Subsidiary until the expiration of such 180 day period without reemployment of such amounts; (ii) concurrently with the receipt by Holdings, Borrower or any Restricted Subsidiary of any Net Cash Proceeds from any issuance of its equity securities (unless made pursuant to Section 7.10), in an amount equal to such Net Cash Proceeds; and (iii) within 100 days after the end of each Fiscal Year (commencing with Fiscal Year 2003), in an amount equal to the Commitments Excess Cash Flow Percentage of Excess Cash Flow for such Fiscal Year. (b) If on any day the Revolving Outstandings exceed Borrowing Availability, whether pursuant to a reduction of the Lenders ratably based on Revolving Loan Commitment pursuant to Section 2.9.2 or otherwise, Borrower shall immediately prepay Revolving Loans and/or cash collateralize the aggregate amount outstanding Letters of Credit in a manner acceptable to Agent, or do a combination of the Commitments of each of the Lendersforegoing, in an amount sufficient to eliminate such excess.

Mandatory Prepayment. (1a) The Company shall notify the Administrative Agent immediately upon becoming aware of any Change of Control. Upon receipt of such notice and for a period of 90 days thereafter, the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within Within five (5) Business Days of its receipt the consummation of any Qualifying Debt Transaction, the Issuers shall cause to be applied an amount equal to the Sterling Equivalent of 80.0% of the total gross proceeds raised in respect of such notice, together with Qualifying Debt Transaction against prepayment of any accrued and unpaid interest thereon on, and outstanding principal amount, of this Note, together with the Future Loss Payoff Amount; provided that GFI and its Subsidiaries shall be entitled to retain and exclude from the calculation and prepayment requirement above an amount (the “Retained QDT Proceeds”) from all Qualifying Debt Transactions since the Issue Date not exceeding in the aggregate the sum of (A) the lesser of (x) $750,000,000 (or its dollar equivalent) and (y) the amount of such total gross proceeds that (1) are used or will be used to repay GHI’s then outstanding 7.200% Senior Notes due 2021 and 7.625% Senior Notes due 2021, (2) are used or will be used to pay reasonable fees (including discounts, premiums and commissions), expenses, interest and other costs related to such Qualifying Debt Transaction or the payoff of such Senior Notes and (3) are used or will be used to fund such other uses in a manner substantially consistent with the uses described by the Issuers to the Holder in writing prior to the Issue Date (including any reserves established for any such uses) plus (B) the amount of any applicable Required Retention Amount; provided, further that in connection with any amounts constituting Retained QDT Proceeds, (x) at the time of such determination no Event of Default has occurred and is continuing (or would result therefrom) and (y) the Administrative Issuer has, on or prior to the date of consummation of any Qualifying Debt Transaction, delivered a certificate signed by a Senior Officer of the Administrative Issuer to the Holder with supporting evidence in reasonable detail as to the calculation of the Retained QDT Proceeds, including amounts retained pursuant to clause (A) above and the Required Retention Amount set forth in clause (B) above and certifying that an amount equal to the Required Retention Amount shall be contributed to GMICO to avoid a capital deficiency giving rise to the Required Retention Amount. It is understood and agreed that to the extent the Issuers or any of their Subsidiaries no longer need or intend in good faith to so apply any amounts constituting Retained QDT Proceeds pursuant to clause (A)(y) or clause (B) above for the uses set forth therein (including any such amounts held or reserved for such uses), such amounts no longer so needed or intended to be so applied shall be subject to prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change pursuant to the calculation set forth in this clause (a) within five (5) Business Days of Control shall not, in and such determination without giving regard to the previous retention of itself, constitute a Default hereunderRetained QDT Proceeds by such amount. (2b) The Company shall Within five (i5) on Business Days of the date consummation of any Debt or Qualifying Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amountTransaction, the “Excess Proceeds”), prepay and Issuers shall cause the Designated Borrower to prepay all outstanding Advances in be applied an aggregate principal amount equal to such total cash proceeds (in the case Sterling Equivalent of 100% of the foregoing clause (i)) or total Net Cash Proceeds raised in respect of such Excess Proceeds (in the case Qualifying Equity Transaction against prepayment of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon on and outstanding principal amount of this Note, together with the Future Loss Payoff Amount; provided that GFI and its Subsidiaries shall be entitled to retain an amount (the “Retained QET Net Proceeds”) from all Qualifying Equity Transactions since the Issue Date not exceeding in the aggregate the sum of (A) the lesser of (x) $475,000,000 and (y) the amount of such proceeds that (1) are used or will be used to repay GHI’s then outstanding 7.200% Senior Notes due 2021 and 7.625% Senior Notes due 2021, (2) are used or will be used to pay reasonable fees (including discounts, premiums and commissions), expenses, interest and other costs related to the payoff of such Senior Notes and (3) without duplication of the amounts netted pursuant to the definition of Net Cash Proceeds, are used or will be used to fund such other uses in a manner substantially consistent with the uses described by the Issuers to the Holder in writing prior to the Issue Date (including any reserves established for any such uses) plus (B) the amount of any applicable Required Retention Amount; provided, further that in connection with any amounts constituting Retained QET Net Proceeds, (x) at the time of such determination no Event of Default has occurred and is continuing (or would result therefrom) and (y) the Administrative Issuer has, on or prior to the date of prepayment consummation of any Qualifying Equity Transaction, delivered a certificate signed by a Senior Officer of the Administrative Issuer to the Holder with supporting evidence in reasonable detail as to the calculation of the Retained QET Net Proceeds, including amounts retained pursuant to clause (A) above and any other amounts due hereunder, and, the Required Retention Amount set forth in connection therewith, the Commitments shall be permanently reduced by clause (B) above and certifying that an aggregate amount equal to the Required Retention Amount shall be contributed to GMICO to avoid a capital deficiency giving rise to the Required Retention Amount. It is understood and agreed that to the extent the Issuers or any of their Subsidiaries no longer need or intend in good faith to so apply any amounts constituting Retained QET Net Proceeds pursuant to clause (A)(y) or clause (B) above for the uses set forth therein (including any such Net Amountamounts held or reserved for such uses), such reduction amounts no longer so needed or intended to be so applied shall be subject to prepayment pursuant to the calculation set forth in this clause (b) within five (5) Business Days of such determination without giving regard to the previous retention of Retained QET Net Proceeds by such amount. (c) Immediately upon the occurrence of a Change of Control (or, in the case of clauses (b) and (c) of the definition thereof, within five (5) Business Days), the Issuers shall repay the outstanding principal amount of this Note, together with all accrued and unpaid interest thereon, and all other outstanding Obligations (including, for the avoidance of doubt, the Future Loss Payoff Amount). (d) Upon the consummation or completion of the China Oceanwide Acquisition and solely to the extent that the China Oceanwide Acquisition results in at least $1,500,000,000 of capital contributions of which GFI and/or any of the Note Parties or their respective Subsidiaries is in receipt or possession, the Issuers shall, as promptly as practicable in light of the Note Parties’ then existing liquidity needs (as determined by the Note Parties in good faith) after such receipt or possession and in any event by June 30, 2022, cause to be applied to the Commitments such sums against prepayment in full of the Lenders ratably based any accrued and unpaid interest on the aggregate and all outstanding principal amount of this Note, together with the Commitments of each of the LendersFuture Loss Payoff Amount.

Mandatory Prepayment. (1) The Company shall notify the Administrative Agent immediately upon becoming aware of any Change of Control. Upon receipt of such notice and for a period of 90 days thereafter, the Required Lenders Loans shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, prepaid and/or the Commitments shall be permanently reduced by in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below: (a) The Borrower shall prepay the Loans in an aggregate amount equal to 100% of the net cash proceeds of the sale, transfer, disposition or loss of any asset, including the Total Loss or sale of a Ship. Such repayment shall be made: (i) in the case of a sale of a Ship, on or before the date on which the sale is completed; (ii) in the case of a Total Loss of a Ship, on the earlier of the date falling 150 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance or other compensation relating to such Net AmountTotal Loss; and (iii) in any other case, on the date of receipt of such reduction proceeds. (b) On the date of receipt thereof, the Borrower shall repay the Loans in an amount equal to 100% of the net proceeds from the issuance of any Financial Indebtedness of any Obligor other than Financial Indebtedness that is permitted under Clause 22.9; (c) On the date of receipt thereof, the Borrower shall repay the Loans in an amount equal to seventy-five percent (75%) of the aggregate amount of any Equity received by the Borrower (the 25% of the aggregate amount of such Equity received and not required to be applied to prepayment being a “Retained Equity Amount”); (d) In the event that there shall be Excess Cash as at the last day of any Accounting Period (an “Excess Cash Testing Date”), no later than ten (10) Business Days after such Excess Cash Testing Date: (i) if the Collateral Coverage Ratio as at such Excess Cash Testing Date is greater than or equal to 80%, the Borrower shall repay the Loans in an amount equal to 100% of any Excess Cash; and (ii) if the Collateral Coverage Ratio as at such Excess Cash Testing Date is less than 80%, the Borrower shall repay the Loans in an amount equal to 80% of any Excess Cash (the 20% of Excess Cash not required to be applied to prepayment being a “Retained Excess Cash Amount”). Concurrently with any repayment of the Loans pursuant to this paragraph (d) (or, if no such prepayment and reduction is made with respect to an Excess Cash Testing Date, by no later than ten (10) Business Days after such Excess Cash Testing Date), the Borrower shall deliver to the Agent a certificate, signed by the chief financial officer and the chief executive officer of the Borrower, demonstrating in reasonable detail the calculation of the amount of Excess Cash as at the applicable Excess Cash Testing Date. (e) All amounts prepaid under paragraphs (a), (b), or (c) shall be applied in the following order: (i) first, in or towards payment pro rata of any Term Loans then outstanding, until the Term Loans have been repaid in full (and the Term Facility Commitments of the Lenders ratably based on shall be reduced pro rata in an equivalent amount); (ii) second, in or towards payment pro rata of any PIK Loans then outstanding, until the aggregate amount PIK Loans have been repaid in full; and (iii) third, in or towards payment pro rata of any Revolving Loans then outstanding (and the Revolving Facility Commitments of the Lenders shall be reduced pro rata in an equivalent amount). (f) All amounts prepaid under paragraph (d) shall be applied: (i) first, in or towards payment pro rata of any Revolving Loans then outstanding (without reducing the Revolving Facility Commitments); (ii) second, in or towards payment pro rata of any Term Loans then outstanding, until the Term Loans have been repaid in full (and the Term Facility Commitments of the Lenders shall be reduced pro rata in an equivalent amount); and (iii) third, in or towards payment pro rata of any PIK Loans then outstanding, until the PIK Loans have been repaid in full. (g) On the third Business Day of each of week, if any Revolving Loan is outstanding, the LendersBorrower shall immediately repay the Revolving Loans to the extent that: (i) the Group’s actual aggregate free cash on that date exceeds $10,000,000; and (ii) the Cash Flow Forecast delivered on that date pursuant to Clause 19.4(g) (Information: miscellaneous) shows that prepayment would not cause the Group’s projected free cash to fall below $10,000,000 in aggregate during the seven days after that date.

Mandatory Prepayment. (i) Promptly upon the incurrence of any Debt (other than capital lease obligations or the Indebtedness) owed to a Person other than Bank, Borrower shall make a prepayment to Bank in an amount equal to 100% of the net cash proceeds received by the Loan Parties from the incurrence of such Debt. (ii) Promptly upon the sale, transfer or disposition of any assets or property by any Loan Party (other than the sale of inventory in the ordinary course of business and the sale or disposal of obsolete, worn out or damaged equipment and inventory), Borrower shall make a prepayment to Bank in an amount equal to 100% of the net cash proceeds received by the Loan Parties from such sale, transfer or disposition; provided however, any net cash proceeds from the sale, transfer or disposition of assets of less than $5,000,000 in the aggregate received during any fiscal year of Borrower may be Reinvested by Borrower or such Subsidiary if the following conditions are satisfied: (A) promptly following the receipt of such net cash proceeds, Borrower provides to Bank a reinvestment certificate stating (1) The Company shall notify that no Default or Event of Default has occurred and is continuing either as of the Administrative Agent immediately upon becoming aware date of any Change of Control. Upon the receipt of such notice and for a period proceeds or as of 90 days thereafter, the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment reinvestment certificate, (2) that such proceeds have been received and (3) a description of the planned Reinvestment of such proceeds, (B) the Reinvestment of such proceeds is completed within 120 days and (C) no Default or Event of Default shall have occurred and be continuing at the time of the application of such proceeds to Reinvestment. If any other amounts due hereunder. Notwithstanding any other provision contained hereinsuch proceeds have not been Reinvested at the end of the periods provided above, a Change of Control Borrower shall not, promptly pay such net cash proceeds to Bank to be applied in and of itself, constitute a Default hereunderaccordance with this Section 2(c). (2iii) The Company shall (i) on Promptly upon the date issuance of any Debt Equity Interests in Borrower or Equity Issuance yielding total cash proceeds any of its Subsidiaries (unless otherwise waived by Bank in writing), Borrower shall make a prepayment to Bank in an amount at least equal to $100,000,000 50% of the net cash proceeds received by the Loan Parties from the issuance of such Equity Interests. (a “Qualifying Issuance”iv) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together Beginning with the total cash proceeds fiscal year ending December 31, 2023 and for each fiscal year thereafter, on or before 45 days after the end of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 such fiscal year (such excess amount, the “Excess ProceedsECF Payment Date”), prepay and cause Borrower will calculate the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case Cash Flow as of the foregoing clause (ii)), net end of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses such fiscal year (such net amount, amount of Excess Cash Flow referred to herein as the “Net ECF Amount”), together with any accrued and unpaid interest thereon Borrower shall make a prepayment to the date of prepayment and any other amounts due hereunder, and, Bank (an “Excess Cash Flow Payment”) in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net 25% of the ECF Amount; provided, however, that, beginning with the fiscal year ending December 31, 2024, in the event Borrower’s Senior Funded Debt to EBITDA Ratio is less than 2.00 to 1.00, such reduction to prepayment shall not be required. All payments made under Section 2(c)(iv) and received by Bank shall be applied to the Commitments in payment of the Lenders ratably based on Indebtedness in the aggregate following order: first, to outstanding principal amount of the Commitments Loans under the Term Note (in inverse order of each maturities until paid in full); second, to Bank’s costs and expenses; third, to the outstanding principal amount of the Lendersloans under the Revolving Credit Note until paid in full; fourth, to prepay any outstanding Indebtedness, including providing cash collateral any undrawn letters of credit issued hereunder; fifth, to the outstanding principal amount of the Loans under the Equipment Note; and sixth, any remaining amount to the Borrower. Any such reductions in the amount of the Notes as provided in this Section 2(c)(iv) shall be in addition to all scheduled principal payments and optional payments. No prepayment penalty or premium shall be required with respect to any mandatory prepayment made pursuant to this Section 2(c)(iv) or any voluntary prepayment of the outstanding amounts of Notes as provided therein. All payments made under this Section 2(c) (other than under Section 2(c)(iv)) and received by Bank shall be applied in payment of the Indebtedness in the following order: first, to Bank’s costs and expenses; second, to outstanding principal amount of the Loans under the Term Note (in inverse order of maturities until paid in full); third, to outstanding principal amount of the loans under the Revolving Credit Note until paid in full; fourth, to the outstanding principal amount of the Loans under the Equipment Note; fifth, to prepay any outstanding Indebtedness, including providing cash collateral any undrawn letters of credit issued hereunder; and sixth, any remaining amount to the Borrower. Any such reductions in the amount of the Notes as provided in this Section 2(c) shall be in addition to all scheduled principal payments and optional payments. No prepayment penalty or premium shall be required with respect to any mandatory prepayment made pursuant to this Section 2(c) or any voluntary prepayment of the outstanding amounts of Notes as provided therein.

Mandatory Prepayment. If, at any time prior to the full repayment or full conversion of all amounts owed under this Debenture, the Company or any of its Subsidiaries receives cash proceeds from the issuance of equity or indebtedness (other than the issuance of other Debentures), in one or more financing transactions, whether publicly offered or privately arranged (including, without limitation, pursuant to the Arena ELOC), the Company shall, within one (1) The Business Day of the Company shall notify or the Administrative Agent immediately upon becoming aware of any Change of Control. Upon applicable Subsidiary’s receipt of such proceeds, inform the Holder of such receipt via written notice and for (a period of 90 days thereafter“Mandatory Prepayment Notice”), whereupon the Required Lenders Holder shall be entitledhave the right in its sole discretion to require, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances delivered within five (5) Business Days of its the Holder’s receipt of any such noticeMandatory Prepayment Notice, together with any that the Company immediately apply, subject to the 20% limit below, up to thirty percent (30%) of the gross cash proceeds received from the applicable financing transaction to redeem a portion of the outstanding principal amount of this Debenture for cash in an amount equal to the sum of (1) 115% of the portion of the outstanding principal amount of this Debenture being be redeemed plus 100% of accrued and but unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on all liquidated damages and other amounts then due in respect of the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 Debenture (a “Qualifying IssuanceMandatory Prepayment Exercise Notice”). The Company shall, within one (1) and (ii) on Business Day of the date Company’s receipt of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceedsMandatory Prepayment Exercise Notice, taken together with use the total portion of the gross cash proceeds of all prior Non-Qualifying Issuances received from the applicable financing transaction indicated in the Mandatory Prepayment Exercise Notice (not to exceed 20%) to redeem the Company’s then outstanding obligations under the Debentures as to which a prepayment has not yet been made under provided in this paragraphSection 6(a); provided, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total gross cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments redeem all of the Lenders ratably based on Debentures then outstanding pro rata in proportion to the aggregate respective outstanding principal amount of each Debenture at the Commitments of each of time the LendersHolder delivers the applicable Mandatory Prepayment Exercise Notice.

Mandatory Prepayment. The outstanding Obligations shall be subject to prepayment as follows: (1a) The Company If on any date any Loan Party shall notify the Administrative Agent immediately upon becoming aware have received Net Proceeds from any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any Change Collateral (other than the sale of Control. Upon receipt Collateral (other than Real Estate, Capital Stock and Intellectual Property) in the ordinary course of such notice business and for a period the transfer of 90 days thereafterany Collateral among Stores and other locations of the Loan Parties), the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to extent that such Net Amount, such reduction Proceeds are not required to be applied to the Commitments payment of obligations of the Lenders ratably based Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless, provided that no Event of Default has occurred and is continuing, (i) the proceeds therefrom are (a) utilized for purposes of replacing or repairing the assets in respect of which such proceeds were received or reinvesting in assets used in any of the Loan Parties’ business within twelve (12) months of the receipt of such proceeds (or, in the case of any disposition of Real Estate the proceeds of which will be used to reinvest in Real Estate, within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds) or (b) in the case of any disposition of Real Estate listed on Schedule 1.1(b), reinvested in additional Real Estate within twelve (12) months of the receipt of such proceeds or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds and (ii) the aggregate amount at any time of such reinvested proceeds (A) in the case of any such sale, transfer or other disposition of any such Collateral pursuant to a sale and leaseback transaction, is equal to or less than $10,000,000 and (B) in the case of any such sale, transfer or other disposition of such Collateral (other than pursuant to a sale and leaseback transaction and other than a disposition of Real Estate the proceeds of which will be used to reinvest in Real Estate) is equal to or less than $10,000,000; or (b) If on any date any Loan Party shall have received Net Proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any Collateral of a Loan Party, to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Commitments Borrower or other borrowers under the ABL Facility, an amount equal to 100% of each such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless (i) the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Lenders.Collateral Agent, or (ii) the proceeds therefrom are utilized for purposes of replacing or repairing the assets in respect of which such proceeds, awards or payments were received or reinvesting in assets used in any of the Loan Parties’ business within twelve (12) months of the receipt of such proceeds;

Mandatory Prepayment. (1a) The Company Borrower shall notify apply, or procure the Administrative Agent immediately upon becoming aware application of, 100 per cent. of Surplus Cash Flow (if any) in respect of each of the Six Month Periods of the Borrower ending on 30 June and 31 December in each year (commencing with the Six Month Period ending 30 June 2001) in mandatory prepayment of the Loan provided that the first (pound)10,000,000 which the Borrower would, but for this proviso, have been obliged so to apply or procure the application of may be retained by the Borrower (but without prejudice to the operation of this clause 6.4 (a) in respect of all other relevant amounts). (b) The Borrower shall apply, or procure the application of the net cash proceeds after expenses of issue from any Change raising of Control. Upon receipt equity finance or Borrowed Money (the "PREPAYMENT PROCEEDS") by Telewest made after the date hereof in prepayment of the Loan (save for (i) any such notice proceeds raised for the purpose of purchasing the shares held by Comcast UK Cable Partners Limited in Birmingham Cable Corporation Limited and/or Cable London plc and for a period of provided that such proceeds are so applied within 90 days thereafter, of receipt and (ii) any such proceeds from any raising of equity finance pursuant to a rights issue specifically to finance or part finance an acquisition of General Cable plc by Telewest and provided that the Required Lenders shall be entitled, by written notice shares in relation to the Company received within such period, to terminate equity financing are issued no later 31 December 1998). During the Revolving Period the Commitments in whole and require shall automatically be cancelled by the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date amount of such prepayment and the Commitment of each Bank shall be reduced proportionately. (c) Each prepayment to be made under paragraph (a) above shall: (i) be made on Interest Payment Dates falling after the date upon which the Quarterly Management Accounts in respect of the Quarterly Period ending on the last day of the relevant Six Month Period are delivered to the Agent pursuant to clause 10.1(g), beginning with the first such date and continuing until the prepayment obligation under paragraph (a) above in respect of such Six Month Period has been satisfied; and (ii) if on any other amounts due hereunder. Notwithstanding any other provision contained hereinInterest Payment Date upon which an amount of Excess Cash Flow is to be applied in prepayment of the Loan: (1) such amount is less than the amount of the Advances whose Interest Period ends on such date, a Change the Borrower may select against which Advance or Advances the prepayment is to be made and the proportion of Control the relevant amount to be prepaid on each Advance but shall not, ensure that the full amount of such Excess Cash Flow required to be applied is so applied in and of itself, constitute a Default hereunder.prepayment; (2) The Company such amount is equal to or greater than the amount of the Advances whose Interest Period ends on such date, the Borrower shall prepay each such Advance on such date. (d) Each prepayment to be made under paragraph (b) above shall: (i) be made on Interest Payment Dates falling after the date upon which the Prepayment Proceeds are received by Telewest Communications plc beginning with the first such date and continuing until the prepayment obligation under paragraph (b) above has been satisfied; and (ii) if on any Interest Payment Date upon which Prepayment Proceeds are to be applied in prepayment of the Loan: (1) such amount is less than the amount of the Advances whose Interest Period ends on such date, the Borrower may select against which Advance or Advances the prepayment is to be made and the proportion of the relevant amount to be prepaid on each Advance but shall ensure that the full amount of such Prepayment Proceeds required to be applied are so applied in prepayment; (2) such amount is equal to or greater than the amount of the Advances whose Interest Period ends on such date, the Borrower shall prepay each such Advance on such date. (e) The Borrower's obligations under paragraph (a) above shall cease in respect of the relevant Six Month Period and all future Six Month Periods if, in respect of each of two consecutive Six Month Periods, Total TCN Group Debt on the last day of the relevant Six Month Period is less than 3.5 times Consolidated Annualised TCN Group Net Operating Cashflow calculated by reference to such Six Month Period, each as demonstrated in the Compliance Certificate for the Quarterly Period ending on the last day of the relevant Six Month Period. (f) If the Compliance Certificate for one Quarterly Period demonstrates that Total TCN Group Debt on the relevant Quarter Day is less than 3.5 times Consolidated Annualised TCN Group Net Operating Cashflow calculated by reference to the Six Month Period ending on such Quarter Day, then the Borrower's obligations under paragraph (a) above shall be suspended until the delivery of the Quarterly Management Accounts for the subsequent Quarterly Period (the "SUBSEQUENT ACCOUNTS") are delivered. If the Compliance Certificate in respect of that subsequent Quarterly Period also demonstrates that Total TCN Group Debt on the relevant Quarter Day is less than 3.5 times Consolidated Annualised TCN Group Net Operating Cashflow calculated by reference to the Six Month Period ending on such subsequent Quarter Day then such suspended obligations shall be extinguished; if not, then such suspended obligations shall take effect as of the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case delivery of the foregoing clause Subsequent Accounts but otherwise in accordance with paragraph (i)a) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the Lendersabove.

Mandatory Prepayment. The outstanding Obligations shall be subject to prepayment as follows: (1a) The Company If on any date any Loan Party shall notify the Administrative Agent immediately upon becoming aware have received Net Proceeds from any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any Change Collateral (other than the sale of Control. Upon receipt Collateral (other than Real Estate, Capital Stock and Intellectual Property) in the ordinary course of such notice business and for a period the transfer of 90 days thereafterany Collateral among Stores and other locations of the Loan Parties), the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to extent that such Net Amount, such reduction Proceeds are not required to be applied to the Commitments payment of obligations of the Lenders ratably based Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless, provided that no Event of Default has occurred and is continuing, (i) the proceeds therefrom are (a) utilized for purposes of replacing or repairing the assets in respect of which such proceeds were received or reinvesting in assets used in any of the Loan Parties’ business within twelve (12) months of the receipt of such proceeds (or, in the case of any disposition of Real Estate the proceeds of which will be used to reinvest in Real Estate, within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds) or (b) in the case of any disposition of Real Estate listed on Schedule 1.1(b), reinvested in additional Real Estate within twelve (12) months of the receipt of such proceeds or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds and (ii) the aggregate amount at any time of such reinvested proceeds (A) in the case of any such sale, transfer or other disposition of any such Collateral pursuant to a sale and leaseback transaction, is equal to or less than $10,000,000 and (B) in the case of any such sale, transfer or other disposition of such Collateral (other than pursuant to a sale and leaseback transaction and other than a disposition of Real Estate the proceeds of which will be used to reinvest in Real Estate) is equal to or less than $10,000,000; or (b) If on any date any Loan Party shall have received Net Proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any Collateral of a Loan Party, to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Commitments Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless (i) the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Collateral Agent, or (ii) the proceeds therefrom are utilized for purposes of replacing or repairing the assets in respect of which such proceeds, awards or payments were received or reinvesting in assets used in any of the Loan Parties’ business within twelve (12) months of the receipt of such proceeds; (c) If on any date any Loan Party shall have received Net Proceeds (i) from any Refinancing Term Loans or Indebtedness pursuant to clause (w)(i) of the definition of “Permitted Indebtedness” or (ii) from the incurrence of any Indebtedness of the Borrower or any of its Subsidiaries (other than Permitted Indebtedness), an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f); and (d) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 28, 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount, if positive, equal to the excess of (i) the ECF Percentage of such Excess Cash Flow minus (ii) the principal amount of Term Loans optionally prepaid pursuant to Section 2.16 during such Fiscal Year toward the prepayment of the Term Loans as set forth in SECTION 2.17(f) (it being understood that such payment for the Fiscal Year ending February 28, 2012 was made prior to the Amendment No. 1 Effective Date). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the date on which financial statements of the Borrower have been delivered pursuant to SECTION 5.01(a). (e) Reserved. (f) Any prepayment of any Term Loans pursuant to SECTIONS 2.17(a) through (d) above shall be applied to repay Term Loans of each then outstanding Class, provided, that any prepayment of any Term Loans pursuant to SECTION 2.17(c) shall be applied to repay Term Loans of each Class with an earlier Maturity Date prior to being applied to repay any Term Loans of any other Class with a later Maturity Date (and, if two Classes of Term Loans have the same Maturity Date, shall be applied on a pro rata basis to such Classes). Any prepayment of any Class of Term Loans in accordance with the foregoing shall be applied first, to the remaining scheduled installments of principal of such Term Loans pursuant to SECTION 2.04 that are due within 24 months of such prepayment and thereafter to the remaining scheduled installments of principal of the LendersTerm Loans of such Class on a pro rata basis. Subject to the foregoing, outstanding Prime Rate Loans of any Class shall be prepaid before outstanding LIBO Loans of such Class are prepaid. No prepayment of LIBO Loans of any Class shall be permitted pursuant to this SECTION 2.17 until the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans of a particular Class in a Cash Collateral Account and will apply such funds to the applicable LIBO Loans of such Class at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the occurrence and during the continuance of any other Event of Default). (g) The Borrower shall prepay all Non-Converted Term B-1 Loans on the Amendment No. 13 Effective Date.

Mandatory Prepayment. The outstanding Obligations shall be subject to prepayment as follows: (1a) The Company If on any date any Loan Party shall notify the Administrative Agent immediately upon becoming aware have received Net Proceeds from any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any Change Collateral permitted pursuant to clause (q) of Control. Upon receipt the definition of such notice and for a period of 90 days thereafter, the Required Lenders shall be entitled, by written notice “Permitted Dispositions,” to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to extent that such Net Amount, such reduction Proceeds are not required to be applied to the Commitments payment of obligations of the Lenders ratably based Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in Section 2.17(f) unless (a) no Specified Default has occurred and is continuing, (i) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds were received or reinvesting in assets used or useful in any of the Loan Parties’ or Restricted Subsidiaries business within twelve (12) months of the receipt of such proceeds (or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds) and (b) no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Borrower). (b) If on any date any Loan Party shall have received Net Proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any Collateral of a Loan Party, to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in Section 2.17(f) unless (i) the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Collateral Agent, or (ii) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds, awards or payments were received or reinvesting in assets used or useful in any of the Loan Parties’ or their Restricted Subsidiaries’ business within twelve (12) months of the receipt of such proceeds (or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds); provided that no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Borrower). (c) If on any date any Loan Party shall have received Net Proceeds (i) from any Refinancing Term Loans or Indebtedness pursuant to clause (v)(i) of the definition of “Permitted Indebtedness” or (ii) from the incurrence of any Indebtedness of the Borrower or any of its Subsidiaries (other than Permitted Indebtedness), an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in Section 2.17(f). (d) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 28, 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount, if positive, equal to the excess of (i) the ECF Percentage of such Excess Cash Flow minus (ii) the principal amount of Term Loans optionally prepaid pursuant to Section 2.16 during such Fiscal Year toward the prepayment of the Term Loans as set forth in Section 2.17(f) and the amount expended by the Borrower pursuant to Sections 2.16(d) and 9.04(g) during such Fiscal Year. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the date on which the compliance certificate of the Borrower has been delivered pursuant to Section 5.01(d). (e) [Reserved]. (f) Any prepayment of any Term Loans pursuant to Sections 2.17(a) through (d) above shall be applied to repay Term Loans of each then outstanding Class, provided, that (i) any prepayment of any Term Loans pursuant to Section 2.17(c) shall be applied to repay Term Loans of only those Class(es) selected by the Borrower. Any prepayment of any Class of Term Loans in accordance with the foregoing shall be applied as directed by the Borrower, (ii) to the extent any Qualifying Secured Debt that is secured on a pari passu basis with the Obligations requires a prepayment from Excess Cash Flow, the amount of the prepayment of the Term Loans required above shall be reduced in proportion of the ratio of the aggregate principal amount of the Term Loans then outstanding to the aggregate amount of the Commitments Term Loans and such Qualifying Secured Debt then outstanding and (iii) any Lender may elect to decline its share of each any prepayment pursuant to clause (a), (b) or (d) above by giving notice to the Administrative Agent within one Business Day following the date the Borrower gives notice of such prepayment (any amount declined by a Lender pursuant to this subclause (iii) a “Declined Amount”). Subject to the foregoing, outstanding Prime Rate Loans of any Class shall be prepaid before outstanding LIBOTerm Benchmark Loans of such Class are prepaid. No prepayment of LIBOTerm Benchmark Loans of any Class shall be permitted pursuant to this Section 2.17 until the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within fifteen (15) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the LendersBorrower, the Administrative Agent shall hold all amounts required to be applied to LIBOTerm Benchmark Loans of a particular Class in a Cash Collateral Account and will apply such funds to the applicable LIBOTerm Benchmark Loans of such Class at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the occurrence and during the continuance of any other Event of Default). (g) The Borrower shall prepay all Non-Converted Term B-5 Loans on the Amendment No. 9 Effective Date. (h) Notwithstanding any other provisions of this Section 2.17, (A) to the extent that any or all of the Excess Cash Flow of a Foreign Subsidiary is prohibited or delayed by any requirement of law from being repatriated to the Loan Parties, an amount equal to the portion of Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in clause (d) above, as the case may be, but only so long, as the applicable requirement of law will not permit repatriation to the Loan Parties (the Loan Parties hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable requirement of law to permit repatriation), and once a repatriation of any of such affected Excess Cash Flow is permitted under the applicable requirement of law, an amount equal to such Excess Cash Flow will be promptly (and in any event not later than ten Business Days after such repatriation is permitted) applied (net of any taxes that would be payable or reserved against if such amounts were actually repatriated whether or not they are repatriated) to the repayment of the Term Loans, and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Excess Cash Flow of a Foreign Subsidiary could have an adverse tax consequence with respect to such Excess Cash Flow, an amount equal to the Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. For the avoidance of doubt, nothing in this Agreement, including Section 2.17 shall be construed to require any Foreign Subsidiary to repatriate cash.

Mandatory Prepayment. The outstanding Obligations shall be subject to prepayment as follows: (1a) The Company If on any date any Loan Party shall notify the Administrative Agent immediately upon becoming aware have received Net Proceeds from any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any Change Collateral (other than the sale of Control. Upon receipt Collateral (other than Real Estate, Capital Stock and Intellectual Property) in the ordinary course of such notice business and for a period the transfer of 90 days thereafterany Collateral among Stores and other locations of the Loan Parties), the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to extent that such Net Amount, such reduction Proceeds are not required to be applied to the Commitments payment of obligations of the Lenders ratably based Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless, provided that no Event of Default has occurred and is continuing, (i) the proceeds therefrom are (a) utilized for purposes of replacing or repairing the assets in respect of which such proceeds were received or reinvesting in assets used in any of the Loan Parties’ business within twelve (12) months of the receipt of such proceeds (or, in the case of any disposition of Real Estate the proceeds of which will be used to reinvest in Real Estate, within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds) or (b) in the case of any disposition of Real Estate listed on Schedule 1.1(b), reinvested in additional Real Estate within twelve (12) months of the receipt of such proceeds or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds and (ii) the aggregate amount at any time of such reinvested proceeds (A) in the case of any such sale, transfer or other disposition of any such Collateral pursuant to a sale and leaseback transaction, is equal to or less than $10,000,000 and (B) in the case of any such sale, transfer or other disposition of such Collateral (other than pursuant to a sale and leaseback transaction and other than a disposition of Real Estate the proceeds of which will be used to reinvest in Real Estate) is equal to or less than $10,000,000; or (b) If on any date any Loan Party shall have received Net Proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any Collateral of a Loan Party, to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Commitments Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless (i) the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Collateral Agent, or (ii) the proceeds therefrom are utilized for purposes of replacing or repairing the assets in respect of which such proceeds, awards or payments were received or reinvesting in assets used in any of the Loan Parties’ business within twelve (12) months of the receipt of such proceeds; (c) If on any date any Loan Party shall have received Net Proceeds (i) from any Refinancing Term Loans or Indebtedness pursuant to clause (w)(i) of the definition of “Permitted Indebtedness” or (ii) from the incurrence of any Indebtedness of the Borrower or any of its Subsidiaries (other than Permitted Indebtedness), an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f); and (d) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 28, 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount, if positive, equal to the excess of (i) the ECF Percentage of such Excess Cash Flow minus (ii) the principal amount of Term Loans optionally prepaid pursuant to Section 2.16 during such Fiscal Year toward the prepayment of the Term Loans as set forth in SECTION 2.17(f). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the date on which financial statements of the Borrower have been delivered pursuant to SECTION 5.01(a). (e) Reserved. (f) Any prepayment of any Term Loans pursuant to SECTIONS 2.17(a) through (d) above shall be applied to repay Term Loans of each then outstanding Class, provided, that any prepayment of any Term Loans pursuant to SECTION 2.17(c) shall be applied to repay Term Loans of each Class with an earlier Maturity Date prior to being applied to repay any Term Loans of any other Class with a later Maturity Date (and, if two Classes of Term Loans have the same Maturity Date, shall be applied on a pro rata basis to such Classes). Any prepayment of any Class of Term Loans in accordance with the foregoing shall be applied first, to the remaining scheduled installments of principal of such Term Loans pursuant to SECTION 2.04 that are due within 24 months of such prepayment and thereafter to the remaining scheduled installments of principal of the LendersTerm Loans of such Class on a pro rata basis. Subject to the foregoing, outstanding Prime Rate Loans of any Class shall be prepaid before outstanding LIBO Loans of such Class are prepaid. No prepayment of LIBO Loans of any Class shall be permitted pursuant to this SECTION 2.17 until the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans of a particular Class in a Cash Collateral Account and will apply such funds to the applicable LIBO Loans of such Class at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the occurrence and during the continuance of any other Event of Default).

Mandatory Prepayment. (1a) The Company shall notify If the Administrative Agent immediately upon becoming aware Borrower receives any Net Proceeds in respect of (i) any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any Change property or asset of Control. Upon receipt the Borrower or any Restricted Subsidiary resulting in proceeds in excess of such notice and $250,000.00, (ii) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Restricted Subsidiary resulting in proceeds in excess of $250,000.00, (iii) the incurrence by the Borrower or any Restricted Subsidiary of any indebtedness for a period borrowed money (other than under this Agreement) or (iv) the issuance by the Borrower or any Restricted Subsidiary of 90 days thereaftershares of its capital stock or other equity ownership interests, the Required Lenders Borrower shall be entitledprepay, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of after such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amountNet Proceeds are received, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all principal amount of Loans outstanding Advances in an aggregate principal amount equal to the lesser of (A) 100% of such total cash proceeds Net Proceeds and (B) the aggregate outstanding principal amount of the Loans; provided that in the case of any prepayment arising from (x) any sale, transfer or other disposition of any property or assets in which the foregoing clause aggregate Net Proceeds received by the Borrower and the Restricted Subsidiaries in the then-current fiscal year exceed $250,000.00 or (i)y) any casualty to or condemnation of any property or assets, if the Borrower shall deliver to the Lender a certificate of an officer of the Borrower to the effect that the Borrower or any Restricted Subsidiary intends to apply the Net Proceeds from such Excess Proceeds (event, within 180 days after receipt of such Net Proceeds, to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or any Restricted Subsidiary or, in the case of the foregoing clause (ii))insurance or condemnation proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date repair or replacement of the property insured, and in each case certifying that no Event of Default has occurred and is continuing, then no prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced required pursuant to this paragraph in respect of such event except to the extent of any Net Proceeds therefrom that have not been so applied by the end of such 180-day period, at which time a prepayment shall be required in an aggregate amount equal to such the Net AmountProceeds that have not been so applied. (b) If at any time the sum of the aggregate principal amount of Total Outstandings shall exceed the Commitment hereunder, such reduction to be applied the Borrower will immediately prepay the Loans to the Commitments extent necessary to eliminate such excess. (c) Following the end of each fiscal quarter of the Lenders ratably based on Borrower commencing with the aggregate fiscal quarter ending September 30, 2007, the Borrower shall prepay Loans (with application of payments as provided in Section 4.04, an “Excess Cash Amount Payment”) in an amount equal to 75% of the Commitments Excess Cash Amount at the end of each such fiscal quarter; provided, that the Lender, in its sole discretion, may decline all or part of an Excess Cash Amount Payment. Each prepayment required pursuant to this Section 2.07(c) shall be made on or before the date on which financial statements are delivered pursuant to Section 7.01 with respect to the fiscal quarter for which the Excess Cash Amount is being calculated. Commencing with the fiscal quarter ending September 30, 2007, the Borrower shall deliver to the Lender, a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the LendersExcess Cash Amount at the end of the applicable quarter. Any such certificate shall be referred to herein as an “Excess Cash Amount Certificate” and shall be delivered to the Lender (1) on or before the date that is 45 days after the end of the applicable fiscal quarter or (2) with the making of any prepayment pursuant to this Section 2.07(c), as the case may be.

Mandatory Prepayment. If at any time from and after the Closing Date, the Company, the Borrower, or any of its Consolidated Subsidiaries receives proceeds from the sale, transfer, assignment, conveyance or refinancing of an Unencumbered Project, the Borrower shall be required to (1x) The prepay a portion of the Loans in an amount equal to the Net Cash Proceeds received by the Borrower or the Company shall notify or the Borrower's pro rata share of Net Cash Proceeds received by such Consolidated Subsidiary, to the extent such proceeds are not otherwise applied pursuant to clauses (y) or (z); (y) segregate the Net Cash Proceeds of such transaction in an escrow account with the Administrative Agent immediately or with a financial institution reasonably acceptable to the Administrative Agent and apply such Net Cash Proceeds solely to a qualified, deferred exchange under ss.1031 of the Internal Revenue Code for other real property that becomes an Unencumbered Project upon becoming aware acquisition or with the prior written approval of any Change of Control. Upon receipt the Requisite Lenders to another use, to the extent such proceeds are not otherwise applied pursuant to clauses (x) or (z); or (z) complete an exchange of such notice Unencumbered Project for other real property of equivalent value under ss.1031 of the Internal Revenue Code so long as such other real property becomes an Unencumbered Project upon acquisition, to the extent such proceeds are not otherwise applied pursuant to clauses (x) or (y). If at any time from and for a period after the Closing Date: (i) the Company or the Borrower merges or consolidates with another Person and the Company or Borrower, as the case may be, is not the surviving entity and does not control the management of 90 days thereaftersuch surviving entity, or (ii) the Company, the Required Lenders Borrower, any of its Affiliates or Consolidated Subsidiaries or the Management Company ceases to provide property management and leasing services to at least 80% of the total number of Projects in which the Borrower has a direct ownership interest (the date any such event shall occur being the "PREPAYMENT DATE"), the Borrower shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower required to prepay all outstanding Advances within five Business Days of its receipt of the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date and, the Revolving Credit Commitments thereupon shall be terminated. The Borrower shall immediately make such notice, prepayment together with any interest accrued and unpaid interest thereon to the date of such the prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal prepaid and shall return or cause to such total cash proceeds (in the case be returned all Letters of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon Credit to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the Lenders.applicable

Mandatory Prepayment. (1a) The Company shall notify If as of the Administrative Agent immediately upon becoming aware last day of any Change calendar quarter the LTV Ratio exceeds the Permitted LTV Ratio, but the LTV Ratio is not greater than 60%, and provided that no Event of Control. Upon receipt Default has occurred and is continuing, Borrower shall either (i) add additional Real Property Assets to the Unleveraged Assets within ninety (90) days of such notice and the date the LTV Ratio exceeded the Permitted LTV Ratio, in accordance with the provisions of Section 3.3, or (ii) pay to the Lead Agent, for a period the account of the Banks, or pay to the holder(s) of any outstanding Unsecured Debt, within 90 days thereafterof the date the LTV Ratio exceeded the Permitted LTV Ratio, in each case in an amount such that the Required Lenders shall be entitledLTV Ratio subsequent to such payment is in compliance with the Permitted LTV Ratio. In the event that the LTV Ratio exceeds 60%, by written notice then Borrower shall, within five (5) Domestic Business Days from the date the Permitted LTV Ratio is exceeded, pay to the Company received within such periodLead Agent, to terminate for the Commitments in whole and require account of the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such noticeBanks, together with any accrued and unpaid interest thereon or pay to the date holder(s) of any outstanding Unsecured Debt, an amount such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, that the LTV Ratio subsequent to such payment is in and of itself, constitute a Default hereundercompliance with the Permitted LTV Ratio. (2b) The Company Borrower shall not sell or release an Unleveraged Asset unless after giving effect to such sale or release, either (i) on Borrower shall remain in compliance with the date provisions hereof, including without limitation, the provisions of any Debt Section 5.8, or Equity Issuance yielding total cash proceeds (ii) Borrower shall prepay the Loans in an amount at least equal to $100,000,000 to, the greater of (x) the amount required such that the LTV Ratio remains in compliance with the Permitted LTV Ratio and the Unleveraged Assets Minimum Debt Service Coverage after such sale or release calculated on a “Qualifying Issuance”pro forma basis (i.e., calculated as though the contemplated transaction has --- ----- ---- occurred as of the date four (4) quarters previously), and (iiy) the amount required such that the Borrower, on a pro forma basis (i.e., calculated as --- ----- ---- though the contemplated transaction had occurred as of the date of any Debt or Equity Issuance other than a Qualifying Issuance four (a “Non-Qualifying Issuance”4) yielding total cash proceedsquarters previously), taken together remains in compliance with the total cash proceeds requirements of all prior Non-Qualifying Issuances Section 5.8. (c) In the event that the Unleveraged Assets Minimum Debt Service Coverage is not maintained as to which of the last day of a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amountcalendar quarter, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause will either (i)) add a New Acquisition or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon a Real Property Asset to the date of prepayment and any other amounts due hereunderUnleveraged Assets in accordance with Section 3.3 which, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the Lenders.a pro forma basis --------- (i.

Mandatory Prepayment. (1) The Company shall notify On the Administrative Agent immediately upon date of delivery of a Borrowing Base Certificate pursuant to Section 6.1(a)(v), but in any event, within 5 days of becoming aware of any Change Borrowing Base Deficiency or Loan Balance Deficiency, the Borrowers shall prepay the Loans in an amount equal to such Borrowing Base Deficiency or such Loan Balance Deficiency, as applicable, together with interest accrued on the amount or amounts prepaid; provided, except during the continuance of Control. Upon a Default or an Event of Default, to the extent that all or any portion of a Borrowing Base Deficiency occurs as the result of a casualty loss, damage, destruction or taking by condemnation of any Collateral, (A) such prepayment shall not be required while Borrower is proceeding diligently to replace, repair or restore such Collateral (or while Borrower is settling its insurance claim with respect thereto), (B) proceeds from insurance covering loss, damage or destruction, or from any taking, of any Collateral not in excess of $1,000,000 for any one occurrence shall not be required to be so prepaid to the extent such insurance proceeds are used to replace, repair or restore the Collateral in respect of which such proceeds were paid, and (C) proceeds from insurance covering loss, damage or destruction, or from any taking, of any Collateral in excess of $1,000,000 for any one occurrence shall not be required to be so prepaid to the extent that such insurance proceeds are deposited into a bank account maintained at a bank satisfactory to Agent and subject to a blocked account agreement in form and substance satisfactory to Agent, granting a perfected first priority security interest in such account to the Agent for the benefit of itself and the Lenders (a "Blocked Account") and used to replace or restore the properties or assets in respect of which such proceeds were paid, and if, in each case, the Borrower delivers a certificate to the Agent within five (5) Business Days of receipt of such notice and for a period of 90 days thereafter, the Required Lenders proceeds stating that such proceeds shall be entitledused to replace, by written notice repair or restore any such Collateral as soon as reasonably practicable, but in no event to exceed 18 months, after the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days date of its receipt of such noticeproceeds (which certificate shall set forth estimates of the proceeds to be so expended) and Agent shall disburse such proceeds from the Blocked Account from time to time, together with any accrued and unpaid interest thereon upon Borrower's request, to pay the date costs of such replacement, repair or restoration. If all or any portion of such proceeds not so applied to as prepayments are not so used within the restoration period specified in such relevant certificate delivered to Agent, such remaining portion shall be prepaid on the last day of such specified restoration period. The principal amount of each prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall be applied (i) on the date first to Loans of any Debt or Equity Issuance yielding total cash proceeds Tranche in an amount at least equal to $100,000,000 (respect of which there is a “Qualifying Issuance”) Borrowing Base Deficiency and (ii) on the date of then to any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceedsLoan Balance Deficiency, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made amounts prepaid solely under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction ) to be applied to Loans of any Tranche or Tranches as determined by the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the LendersAdministrative Borrower.

Mandatory Prepayment. (1) The Company Borrower shall notify prepay the Administrative Agent immediately upon becoming aware of any Change of Control. Upon receipt of such notice Loans as follows and for a period of 90 days thereafter, in the Required Lenders shall be entitled, by written notice to manner provided in the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder.Funding Documents: (2a) The Company shall in the event that the aggregate amount of property and casualty insurance proceeds or other compensation proceeds for loss or damage (excluding business interruption insurance proceeds) to an asset (including by expropriation or governmental action) received by the Borrower during any Fiscal Year (i) on in excess of one million Dollars ($1,000,000) is not applied to the date repair or replacement of assets insured thereby where such funds will be spent within one hundred-eighty (180) days (or such other longer period as OPIC may agree in its sole discretion) after receipt by the Borrower, in the amount of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) amounts not so applied and (ii) on equal to or less than one million Dollars ($1,000,000) if the date Borrower has not certified to OPIC within thirty (30) days (or such other longer period as OPIC may agree in its sole discretion) after receipt by the Borrower that the Borrower’s failure to apply such amount to the repair or replacement of assets insured thereby will not impair the Project, result in a failure to meet Contracted Plant Capacity or a breach of any of the Borrower’s obligations under the Project Documents, in the amount of any amounts not so applied; (b) in the event there are performance liquidated damages paid pursuant to the Supply Agreement or the Coordination Contract, in the amount of any such damages; (c) in the event there is a purchase payment made by KPLC pursuant to Clause 10 of the PPA, in the amount equal to the lesser of (i) the Secured Obligations and (ii) such purchase payment; (d) in the event there is a downward revision of the Contracted Plant Capacity (as contemplated in Clause 9.8A of the PPA, including following any repeated Contracted Plant Capacity Test conducted due to a failed Contracted Plant Capacity Test pursuant to the final sentence of Clause 9.10 of the PPA) such that the Contracted Plant Capacity following such downward revision is less than the Required Contracted Plant Capacity, by an amount sufficient to restore the projected ratio of Cash Flow to Debt Service to the projected level set forth in the then current Financial Model. Any prepayment under this clause (d) shall be made by utilizing funds on deposit in the Equity Sub-Account or in the Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceedsDistribution Account until the projected ratio of Cash Flow to Debt Service has been so restored; provided, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as that no mandatory prepayment shall be required to which a prepayment has not yet been be made under this paragraphclause (d) if the projected ratio of Cash Flow to Debt Service in any year during the remaining term of the Loan is 1.7:1 or higher; (e) unless otherwise agreed by OPIC, in the event the Borrower receives any Sale Proceeds (excluding proceeds from the Disposition of Certified Emissions Reductions pursuant to the CER Documents) in excess of two hundred and fifty thousand Dollars ($100,000,000 250,000) resulting from one or more Dispositions in any year of all or any part of the Property of the Borrower, in the amount of such Sale Proceeds; and (such excess amountf) in the event the Borrower receives any Termination Payment or Expropriation Proceeds, in the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to the lesser of (i) the Secured Obligations and (ii) such total cash proceeds (Termination Payment or Expropriation Proceeds, as the case may be. Prepayments under this Section 2.05 shall be subject to any Redemption Premium or other amounts payable pursuant to the Funding Documents and shall be applied in the case of the foregoing clause same manner as if made pursuant to Section 2.04 (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)Voluntary Prepayment), net except that no Prepayment Premium shall be due. For purposes of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amountSection 2.05(a), the “Net Amount”)prepayment shall be applied against payments due to OPIC taking into account the Redemption Premium, together with any accrued and unpaid interest thereon if payable pursuant to the date of prepayment and any other amounts due hereunder, and, Funding Documents in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to with such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the Lendersprepayment.

Mandatory Prepayment. The Principal Debt is subject to mandatory prepayment from time to time as follows: (1i) The If the Facility A Commitment Usage ever exceeds the Facility A Commitment, or if the Facility C Principal Debt ever exceeds the Facility C Commitment, or if the sum of the Facility A Principal Debt, the Facility B Principal Debt and the Facility C Principal Debt, together with the LC Exposure, ever exceeds the Total Commitment, then Borrower shall immediately prepay the Principal Debt in the amount of that excess. (ii) Borrower shall prepay the Principal Debt in the amount of 100% of the cash proceeds (after selling expenses and taxes related thereto to the extent paid and any reserves for retained liabilities until such liabilities are extinguished) received by any Company shall notify from the Administrative Agent immediately upon becoming aware disposition of any Change asset (including proceeds from the disposition of Control. Upon the stock of Subsidiaries and proceeds received as a result of any casualty (OTHER THAN proceeds used by such Company to repair or replace such casualty in a like-kind manner) and including installment payments under promissory notes or other non-cash consideration received by any Company for such asset), OTHER THAN proceeds of dispositions permitted by SECTIONS 9.10(a), (b), (c), (d), (e) and (g), within three Business Days after receipt of such notice and for a period of 90 days thereafter, the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunderproceeds. (2iii) The Borrower shall prepay the Principal Debt in the amount of 100% of any Funded Debt incurred by any Company shall (i) on after the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 hereof (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together OTHER THAN inter-Company Loans and Capital Lease obligations, simultaneously with the incurrence of such Debt. (iv) Borrower shall prepay the Principal Debt in the amount of 100% (if the ratio of Funded Debt, after giving effect to such prepayment, to EBITDA for the 12-month period ending on the last day of the immediately preceding month was greater than or equal to 3.50 to 1.00) or 50% (if such ratio was less than 3.50 to 1.00) of the cash proceeds (net of underwriting discounts and commissions and other costs associated therewith) received by any Company from the issuance and sale of equity securities (OTHER THAN sales of Borrower's common stock to employees as a result of the exercise of any options with regard thereto) simultaneous with the receipt of such proceeds. Each prepayment under this SECTION 3.2(c) shall be accompanied by payment of any resulting Funding Loss and all accrued and unpaid interest thereon on the principal amount prepaid. Subject to the date provisions of prepayment and any other amounts due hereunderSECTION 3.11, and, in connection therewith, the Commitments mandatory prepayments under this SECTION 3.2(c) shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied in the following order: FIRST to the Commitments Facility C Principal Debt (and a matching reduction of the Lenders ratably based on Facility C Commitment); SECOND to installments of principal due under Facility B in the aggregate amount inverse order of maturity; and THIRD to the Facility A Principal Debt (and a matching reduction of the Commitments of each of the LendersFacility A Commitment).

Mandatory Prepayment. (1i) The Company shall notify the Administrative Agent immediately upon becoming aware Subject to clause (ii) below, if (A) any Note Party or any Subsidiary thereof Transfers any assets or property (other than any Transfer permitted by clauses (i) through (iv) of Section 7(t)) or (B) any Insurance/Condemnation Event in respect of any Change assets or property of Control. Upon any Note Party or any Subsidiary thereof occurs, in each case which results in the realization or receipt by a Note Party or any Subsidiary thereof of such notice and for a period of 90 days thereafterNet Proceeds, the Required Lenders Borrower shall cause to be entitled, by written notice prepaid on or prior to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within date which is five (5) Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to after the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained hereinrealization or receipt by such Note Party of such Net Proceeds, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (Notes in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to 100% of all such Net AmountProceeds realized or received. Any such prepayment shall be reflected on the Conversion/PIK Schedule, containing at a minimum the information shown on Schedule 1 hereto. (ii) So long as no Default or Event of Default has occurred and is continuing, with respect to any Net Proceeds realized or received with respect to any Insurance/Condemnation Event, at the option of the Borrower, the applicable Note Party or Subsidiary may reinvest an amount equal to all or any portion of such reduction Net Proceeds to replace the assets or property subject to such Insurance/Condemnation Event (which assets or property may, for the avoidance of doubt, be replaced with assets or property that are substantially similar to such assets or property subject to such Insurance/Condemnation Even) within (A) six (6) months following receipt of such Net Proceeds or (B) if the applicable Note Party or Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds to replace such assets or property within six (6) months following receipt thereof, ninety (90) days after the six (6) month period that follow receipt of such Net Proceeds; provided that if any Net Proceeds are not so reinvested by the deadline specified in clause (A) or (B) above, as applicable, or if any such Net Proceeds are no longer intended to be or cannot be so reinvested, any such Net Proceeds shall be applied to the Commitments prepayment of the Lenders ratably based on the aggregate amount of the Commitments of each of the LendersNotes as set forth in Section 2(c)(i).

Mandatory Prepayment. (1a) Any and all principal of the Notes remaining unpaid, together with all interest accrued but unpaid thereon, automatically and unconditionally shall be due and payable in full in cash on the Final Maturity Date. (b) In the event of a Change of Control, each Investor shall have the option to require the Company to repurchase all the Notes held by such Investor at a purchase price in cash equal to the then outstanding principal amount of the Notes plus the Applicable Prepayment Premium, together with all interest accrued on such Notes through the date of repurchase. The Company shall notify give the Administrative Agent immediately upon becoming aware Investors notice (a "CHANGE OF CONTROL NOTICE") of any Change of Control. Upon receipt of such notice and for a period of 90 days thereafter, the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments transaction that would result in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall notnot less than thirty (30) days prior to the anticipated date of the consummation of such transaction (but in no event later than the third Business Day following the Company becoming aware thereof). Any Investor may exercise its right to require the Company to repurchase the Notes held by it by delivering written notice of such exercise (a "REPURCHASE NOTICE") to the Company within twenty (20) days after receipt of the Change of Control Notice. Within 15 days after the first date of receipt of a Repurchase Notice by the Company (the "REPURCHASE NOTICE DATE"), in and of itself, constitute a Default hereunder. (2) The the Company shall (i) on give a notice to all other Investors advising them of the receipt by the Company of such Repurchase Notice, together with a copy of such Repurchase Notice. The date upon which the Company shall so advise such other Holders is herein called the "COMPANY NOTICE DATE". Within 15 days after the Company Notice Date, each such other Investor also may give a Repurchase Notice to the Company and each such Repurchase Notice shall be deemed given as of the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the Lenders.Repurchase Notice

Mandatory Prepayment. The outstanding Obligations shall be subject to prepayment as follows: (1a) The Company If on any date any Loan Party shall notify the Administrative Agent immediately upon becoming aware have received Net Proceeds from any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any Change Collateral permitted pursuant to clause (q) of Control. Upon receipt the definition of such notice and for a period of 90 days thereafter“Permitted Dispositions”, the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to extent that such Net Amount, such reduction Proceeds are not required to be applied to the Commitments payment of obligations of the Lenders ratably based Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless, provided that (a) no Specified Default has occurred and is continuing, (i) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds were received or reinvesting in assets used or useful in any of the Loan Parties’ or Restricted Subsidiaries business within twelve (12) months of the receipt of such proceeds (or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds) and (b) no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Borrower). (b) If on any date any Loan Party shall have received Net Proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any Collateral of a Loan Party, to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless (i) the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Collateral Agent, or (ii) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds, awards or payments were received or reinvesting in assets used or useful in any of the Loan Parties’ or their Restricted Subsidiaries’ business within twelve (12) months of the receipt of such proceeds (or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds); provided that no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Borrower). (c) If on any date any Loan Party shall have received Net Proceeds (i) from any Refinancing Term Loans or Indebtedness pursuant to clause (v)(i) of the definition of “Permitted Indebtedness” or (ii) from the incurrence of any Indebtedness of the Borrower or any of its Subsidiaries (other than Permitted Indebtedness), an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f). (d) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 28, 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount, if positive, equal to the excess of (i) the ECF Percentage of such Excess Cash Flow minus (ii) the principal amount of Term Loans optionally prepaid pursuant to SECTION 2.16 during such Fiscal Year toward the prepayment of the Term Loans as set forth in SECTION 2.17(f) and the amount expended by the Borrower pursuant to SECTIONS 2.16(d) and 9.04(g) during such Fiscal Year. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the date on which the compliance certificate of the Borrower has been delivered pursuant to SECTION 5.01(d). (e) [Reserved]. (f) Any prepayment of any Term Loans pursuant to SECTIONS 2.17(a) through (d) above shall be applied to repay Term Loans of each then outstanding Class, provided, that (i) any prepayment of any Term Loans pursuant to SECTION 2.17(c) shall be applied to repay Term Loans of only those Class(es) selected by the Borrower. Any prepayment of any Class of Term Loans in accordance with the foregoing shall be applied to the remaining scheduled installments of principal of such Term Loans pursuant to SECTION 2.04 as directed by the Borrower, (ii) to the extent any Qualifying Secured Debt that is secured on a pari passu basis with the Obligations requires a prepayment from Excess Cash Flow, the amount of the prepayment of the Term Loans required above shall be reduced in proportion of the ratio of the aggregate principal amount of the Term Loans then outstanding to the aggregate amount of the Commitments Term Loans and such Qualifying Secured Debt then outstanding and (iii) any Lender may elect to decline its share of each any prepayment pursuant to clause (a), (b) or (d) above by giving notice to the Administrative Agent within one Business Day following the date the Borrower gives notice of such prepayment (any amount declined by a Lender pursuant to this subclause (iii) a “Declined Amount”). Subject to the foregoing, outstanding Prime Rate Loans of any Class shall be prepaid before outstanding LIBO Loans of such Class are prepaid. No prepayment of LIBO Loans of any Class shall be permitted pursuant to this SECTION 2.17 until the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within fifteen (15) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the LendersBorrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans of a particular Class in a Cash Collateral Account and will apply such funds to the applicable LIBO Loans of such Class at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the occurrence and during the continuance of any other Event of Default). (g) The Borrower shall prepay all Non-Converted Term B-23 Loans on the Amendment No. 45 Effective Date. (h) Notwithstanding any other provisions of this SECTION 2.17, (A) to the extent that any or all of the Excess Cash Flow of a Foreign Subsidiary is prohibited or delayed by any requirement of law from being repatriated to the Loan Parties, an amount equal to the portion of Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in clause (d) above, as the case may be, but only so long, as the applicable requirement of law will not permit repatriation to the Loan Parties (the Loan Parties hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable requirement of law to permit repatriation), and once a repatriation of any of such affected Excess Cash Flow is permitted under the applicable requirement of law, an amount equal to such Excess Cash Flow will be promptly (and in any event not later than ten Business Days after such repatriation is permitted) applied (net of any taxes that would be payable or reserved against if such amounts were actually repatriated whether or not they are repatriated) to the repayment of the Term Loans, and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Excess Cash Flow of a Foreign Subsidiary could have an adverse tax consequence with respect to such Excess Cash Flow, an amount equal to the Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. For the avoidance of doubt, nothing in this Agreement, including SECTION 2.17 shall be construed to require any Foreign Subsidiary to repatriate cash.

Mandatory Prepayment. (1) The Company If the Growth Capital Loans are accelerated following the occurrence and during the continuance of an Event of Default, Borrower shall notify the Administrative Agent immediately upon becoming aware of any Change of Control. Upon receipt of such notice and for a period of 90 days thereafter, the Required Lenders shall be entitled, by written notice pay to Lender an amount equal to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days sum of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) all outstanding principal and accrued but unpaid interest, plus (ii) all other sums, including Lender Expenses (including, without limitation, reasonable attorneys’ fees and all other costs of collection), if any, that shall have become due and payable. Interest: Growth Capital Loans accrue interest on the outstanding principal balance at a fixed rate per annum of twelve percentage points (12%), to be compounded monthly if delinquent. Interest is computed on a 360 day year for the actual number of days elapsed. Any amounts outstanding during the continuance of an Event of Default shall bear additional interest at the rate of 5% per annum, to be compounded monthly if delinquent. Application of Payments: Payments received after 12:00 noon East Coast time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional interest shall accrue. Right to Invest: Borrower hereby grants to Lender a one-time right (but not an obligation) (the “Right to Invest”) to purchase the number of shares of Preferred Stock proposed to be offered by the Company in its next Preferred Stock financing of at least $1,000,000 (a “Qualified Financing”) equal to 25% of the number of shares of Preferred Stock proposed to be sold in such Qualified Financing (excluding any shares issued to Lender pursuant to this Right to Invest), on the terms and conditions (including but not limited to the price per share paid by the purchasers of a majority of the shares sold for cash in such Qualified Financing) described in the documentation for such Qualified Financing, which such purchase may be completed at a subsequent closing of the Qualified Financing. Borrower shall give Lender notice of the Qualified Financing (the “Financing Notice”) no later than ten (10) days following the closing of the first sale of Preferred Stock sold in the Qualified Financing which notice shall (a) identify the investors participating in such private equity financing and contain the terms, conditions and pricing of the private equity financing, and (b) be delivered to Lender’s address set forth herein. This right shall terminate on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal (the “Right to $100,000,000 (a “Qualifying IssuanceInvest Termination Date”) that is the earliest to occur of (a) twenty (20) days following the date the Financing Notice is delivered, and (b) ninety (90) days following the date on which all Growth Capital Loans are repaid in full. This Right to Invest shall not be applicable if (i) at the time of the Qualified Financing, (A) Lender is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Securities Act, and (B) such issuance of Preferred Stock is otherwise being offered only to accredited investors, or if (ii) on Lender is subject to any of the date “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds1933, taken together with the total cash proceeds as amended. Lender agrees that its purchase of shares pursuant to this Right to Invest is contingent upon Lender’s execution and delivery to Borrower of all prior Nontransaction documents related to the Qualified Financing, including a purchase agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions (including a lock-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, up agreement in excess of $100,000,000 (such excess amount, the “Excess Proceeds”connection with an initial public offering), prepay and cause any failure to execute and deliver the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to transaction documents and deliver the purchase price for any such total cash proceeds (in the case shares of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon Preferred Stock prior to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments Right to Invest Termination Date shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the Lenders.constitute an

Mandatory Prepayment. The outstanding Obligations shall be subject to prepayment as follows: (1a) The Company If on any date any Loan Party shall notify the Administrative Agent immediately upon becoming aware have received Net Proceeds from any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any Change Collateral permitted pursuant to clause (q) of Control. Upon receipt the definition of such notice and for a period of 90 days thereafter“Permitted Dispositions”, the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to extent that such Net Amount, such reduction Proceeds are not required to be applied to the Commitments payment of obligations of the Lenders ratably based Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless (a) no Specified Default has occurred and is continuing, (i) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds were received or reinvesting in assets used or useful in any of the Loan Parties’ or Restricted Subsidiaries business within twelve (12) months of the receipt of such proceeds (or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds) and (b) no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Borrower). (b) If on any date any Loan Party shall have received Net Proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any Collateral of a Loan Party, to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless (i) the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Collateral Agent, or (ii) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds, awards or payments were received or reinvesting in assets used or useful in any of the Loan Parties’ or their Restricted Subsidiaries’ business within twelve (12) months of the receipt of such proceeds (or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds); provided that no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Borrower). (c) If on any date any Loan Party shall have received Net Proceeds (i) from any Refinancing Term Loans or Indebtedness pursuant to clause (v)(i) of the definition of “Permitted Indebtedness” or (ii) from the incurrence of any Indebtedness of the Borrower or any of its Subsidiaries (other than Permitted Indebtedness), an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f). (d) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 28, 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount, if positive, equal to the excess of (i) the ECF Percentage of such Excess Cash Flow minus (ii) the principal amount of Term Loans optionally prepaid pursuant to SECTION 2.16 during such Fiscal Year toward the prepayment of the Term Loans as set forth in SECTION 2.17(f) and the amount expended by the Borrower pursuant to SECTIONS 2.16(d) and 9.04(g) during such Fiscal Year. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the date on which the compliance certificate of the Borrower has been delivered pursuant to SECTION 5.01(d). (e) [Reserved]. (f) Any prepayment of any Term Loans pursuant to SECTIONS 2.17(a) through (d) above shall be applied to repay Term Loans of each then outstanding Class, provided, that (i) any prepayment of any Term Loans pursuant to SECTION 2.17(c) shall be applied to repay Term Loans of only those Class(es) selected by the Borrower. Any prepayment of any Class of Term Loans in accordance with the foregoing shall be applied as directed by the Borrower, (ii) to the extent any Qualifying Secured Debt that is secured on a pari passu basis with the Obligations requires a prepayment from Excess Cash Flow, the amount of the prepayment of the Term Loans required above shall be reduced in proportion of the ratio of the aggregate principal amount of the Term Loans then outstanding to the aggregate amount of the Commitments Term Loans and such Qualifying Secured Debt then outstanding and (iii) any Lender may elect to decline its share of each any prepayment pursuant to clause (a), (b) or (d) above by giving notice to the Administrative Agent within one Business Day following the date the Borrower gives notice of such prepayment (any amount declined by a Lender pursuant to this subclause (iii) a “Declined Amount”). Subject to the foregoing, outstanding Prime Rate Loans of any Class shall be prepaid before outstanding LIBO Loans of such Class are prepaid. No prepayment of LIBO Loans of any Class shall be permitted pursuant to this SECTION 2.17 until the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within fifteen (15) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the LendersBorrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans of a particular Class in a Cash Collateral Account and will apply such funds to the applicable LIBO Loans of such Class at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the occurrence and during the continuance of any other Event of Default). (g) The Borrower shall prepay all Non-Converted Term B-4 Loans on the Amendment No. 6 Effective Date. (h) Notwithstanding any other provisions of this SECTION 2.17, (A) to the extent that any or all of the Excess Cash Flow of a Foreign Subsidiary is prohibited or delayed by any requirement of law from being repatriated to the Loan Parties, an amount equal to the portion of Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in clause (d) above, as the case may be, but only so long, as the applicable requirement of law will not permit repatriation to the Loan Parties (the Loan Parties hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable requirement of law to permit repatriation), and once a repatriation of any of such affected Excess Cash Flow is permitted under the applicable requirement of law, an amount equal to such Excess Cash Flow will be promptly (and in any event not later than ten Business Days after such repatriation is permitted) applied (net of any taxes that would be payable or reserved against if such amounts were actually repatriated whether or not they are repatriated) to the repayment of the Term Loans, and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Excess Cash Flow of a Foreign Subsidiary could have an adverse tax consequence with respect to such Excess Cash Flow, an amount equal to the Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. For the avoidance of doubt, nothing in this Agreement, including SECTION 2.17 shall be construed to require any Foreign Subsidiary to repatriate cash.

Mandatory Prepayment. The outstanding Obligations shall be subject to prepayment as follows: (1a) The Company If on any date any Loan Party shall notify the Administrative Agent immediately upon becoming aware have received Net Proceeds from any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any Change Collateral permitted pursuant to clause (q) of Control. Upon receipt the definition of such notice and for a period of 90 days thereafter“Permitted Dispositions”, the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to extent that such Net Amount, such reduction Proceeds are not required to be applied to the Commitments payment of obligations of the Lenders ratably based Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless, provided that (a) no Specified Default has occurred and is continuing, (i) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds were received or reinvesting in assets used or useful in any of the Loan Parties’ or Restricted Subsidiaries business within twelve (12) months of the receipt of such proceeds (or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds) and (b) no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Borrower). (b) If on any date any Loan Party shall have received Net Proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any Collateral of a Loan Party, to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless (i) the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Collateral Agent, or (ii) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds, awards or payments were received or reinvesting in assets used or useful in any of the Loan Parties’ or their Restricted Subsidiaries’ business within twelve (12) months of the receipt of such proceeds (or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds); provided that no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Borrower). (c) If on any date any Loan Party shall have received Net Proceeds (i) from any Refinancing Term Loans or Indebtedness pursuant to clause (v)(i) of the definition of “Permitted Indebtedness” or (ii) from the incurrence of any Indebtedness of the Borrower or any of its Subsidiaries (other than Permitted Indebtedness), an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f). (d) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 28, 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount, if positive, equal to the excess of (i) the ECF Percentage of such Excess Cash Flow minus (ii) the principal amount of Term Loans optionally prepaid pursuant to SECTION 2.16 during such Fiscal Year toward the prepayment of the Term Loans as set forth in SECTION 2.17(f) and the amount expended by the Borrower pursuant to SECTIONS 2.16(d) and 9.04(g) during such Fiscal Year. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the date on which the compliance certificate of the Borrower has been delivered pursuant to SECTION 5.01(d). (e) [Reserved]. (f) Any prepayment of any Term Loans pursuant to SECTIONS 2.17(a) through (d) above shall be applied to repay Term Loans of each then outstanding Class, provided, that (i) any prepayment of any Term Loans pursuant to SECTION 2.17(c) shall be applied to repay Term Loans of only those Class(es) selected by the Borrower. Any prepayment of any Class of Term Loans in accordance with the foregoing shall be applied to the remaining scheduled installments of principal of such Term Loans pursuant to SECTION 2.04 as directed by the Borrower, (ii) to the extent any Qualifying Secured Debt that is secured on a pari passu basis with the Obligations requires a prepayment from Excess Cash Flow, the amount of the prepayment of the Term Loans required above shall be reduced in proportion of the ratio of the aggregate principal amount of the Term Loans then outstanding to the aggregate amount of the Commitments Term Loans and such Qualifying Secured Debt then outstanding and (iii) any Lender may elect to decline its share of each any prepayment pursuant to clause (a), (b) or (d) above by giving notice to the Administrative Agent within one Business Day following the date the Borrower gives notice of such prepayment (any amount declined by a Lender pursuant to this subclause (iii) a “Declined Amount”). Subject to the foregoing, outstanding Prime Rate Loans of any Class shall be prepaid before outstanding LIBO Loans of such Class are prepaid. No prepayment of LIBO Loans of any Class shall be permitted pursuant to this SECTION 2.17 until the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within fifteen (15) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the LendersBorrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans of a particular Class in a Cash Collateral Account and will apply such funds to the applicable LIBO Loans of such Class at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the occurrence and during the continuance of any other Event of Default). (g) The Borrower shall prepay all Non-Converted Term B-2 Loans on the Amendment No. 4

Mandatory Prepayment. (1a) The Company Subject to Section 2.9.2(c), Borrower and Co-Borrower shall notify the Administrative Agent immediately upon becoming aware of any Change of Control. Upon receipt of such notice and for a period of 90 days thereafterprepay, first, the Required Lenders shall be entitledTerm A Loans until Paid in Full, by written notice second, the Term B Loans until Paid in Full (in each case in the inverse order of maturity to the Company received within such periodremaining installments thereof), to terminate and third, the Commitments Revolving Loans until Paid in whole Full, at the following times and require in the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall notfollowing amounts, in and of itself, constitute a Default hereunder.each case except as otherwise expressly provided in this Agreement: (2) The Company shall (i) on the date concurrently with receipt by any Loan Party of any Debt or Equity Issuance yielding total cash proceeds Net Cash Proceeds from any Disposition, in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net AmountCash Proceeds; (ii) concurrently with receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued pursuant to Section 7.11(a)) or the issuance of Debt (other than Debt permitted by Section 7.1, in an amount equal to such reduction to be applied Net Cash Proceeds; (iii) within 90 days after the end of each Fiscal Year (commencing with Fiscal Year 2017), in an amount equal to the Commitments ECF Percentage of Excess Cash Flow for such Fiscal Year; and (iv) concurrently with the receipt by any Loan Party of any Extraordinary Receipts, in an amount equal to such Extraordinary Receipts. (b) If on any day the sum of (i) the Revolving Loans then outstanding plus (ii) the Stated Amount of the Lenders ratably based on outstanding Letters of Credit exceeds the aggregate amount Revolving Loan Commitment, whether pursuant to a reduction of the Commitments of Revolving Loan Commitment pursuant to Section 2.8.1 or otherwise, Borrower and Co-Borrower shall immediately prepay Revolving Loans in an amount sufficient to eliminate such excess. (c) Notwithstanding Section 2.9.2(a), on each Monday during the term of the LendersRevolving Loan Commitment and for so long as there are Revolving Loans outstanding, Borrower and Co-Borrower shall prepay the Revolving Loans until Paid in Full in an amount equal to the Excess Cash at the time of such payment. Payments pursuant to this Section 2.9.2(c) shall not result in a reduction in the Revolving Loan Commitment.

Mandatory Prepayment. (1i) The If, during the period commencing on the date hereof and ending on June 30, 2016, the Investor places a bona fide purchase order with the Company shall notify for the Administrative Agent immediately upon becoming aware purchase by Purchaser of any Change 300 units of Control. Upon receipt the MedCenter (as defined in the Amended POC Agreement) in accordance with Section 3.1(c)(ii) of the Amended POC Agreement (such notice order being the "Qualifying Order") and delivers the requisite deposit for such order, in each case pursuant to the terms of the Amended POC Agreement (collectively, the "First Milestone"), then, for a period of 90 not more than thirty (30) days thereafterfollowing the achievement of the First Milestone, the Required Lenders shall be entitled, by written notice Investor may deliver to the Company received within such period, written demand for the prepayment of up to terminate $5,000,000 of the Commitments in whole and require the Company and the Designated Borrower to prepay all then outstanding Advances within five Business Days principal amount of its receipt of such notice, together with any this Note plus interest accrued and unpaid interest thereon thereon. The Company shall make such prepayment no more than ten (10) days following the Company's receipt of the Investor's properly delivered written notice therefor. (ii) If the First Milestone is achieved, then, upon the completed installation of the 150th MedCenter unit ordered by the Investor pursuant to the date Qualifying Order, the Investor may, within thirty (30) days following such installation, deliver to the Company written demand for the prepayment of up to $5,000,000 of the then outstanding principal amount of this Note plus interest accrued thereon. For the avoidance of doubt, any prepayments in connection with the terms of this Section 1(c)(ii): (X) shall be in addition to any prepayments pursuant to Section 1(c)(i) and (Y) shall be payable regardless of whether the Investor has made any previous demand for prepayment pursuant to Section 1(c)(i). The Company shall make such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, no more than ten (10) days following the Company's receipt of the Investor's properly delivered written notice therefor. (iii) In the event of a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amountControl, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii))this Note, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any plus all accrued and unpaid interest thereon interest, that has not otherwise been converted into equity securities pursuant to the date of prepayment and any other amounts due hereunderSection 4, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to due and payable upon the closing of such Net Amount, such reduction to be applied to the Commitments Change of the Lenders ratably based on the aggregate amount of the Commitments of each of the LendersControl.

Mandatory Prepayment. (i) Promptly upon the incurrence of any Debt (other than capital lease obligations) owed to a Person other than Bank, Borrower shall make a prepayment to Bank in an amount equal to 100% of the net cash proceeds received by the Loan Parties from the incurrence of such Debt. (ii) Promptly upon the sale, transfer or disposition of any assets or property by any Loan Party (other than the sale of inventory in the ordinary course of business and the sale or disposal of obsolete, worn out or damaged equipment and inventory), Borrower shall make a prepayment to Bank in an amount equal to 100% of the net cash proceeds received by the Loan Parties from such sale, transfer or disposition; provided however, any net cash proceeds from the sale, transfer or disposition of assets of less than $5,000,000 in the aggregate received during any fiscal year of Borrower may be Reinvested by Borrower or such Subsidiary if the following conditions are satisfied: (A) promptly following the receipt of such net cash proceeds, Borrower provides to Bank a reinvestment certificate stating (1) The Company shall notify that no Default or Event of Default has occurred and is continuing either as of the Administrative Agent immediately upon becoming aware date of any Change of Control. Upon the receipt of such notice and for a period proceeds or as of 90 days thereafter, the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment reinvestment certificate, (2) that such proceeds have been received and (3) a description of the planned Reinvestment of such proceeds), (B) the Reinvestment of such proceeds is completed within 120 days and (C) no Default or Event of Default shall have occurred and be continuing at the time of the application of such proceeds to Reinvestment. If any other amounts due hereunder. Notwithstanding any other provision contained hereinsuch proceeds have not been Reinvested at the end of the periods provided above, a Change of Control Borrower shall not, promptly pay such net cash proceeds to Bank to be applied in and of itself, constitute a Default hereunderaccordance with this Section 2(c). (2iii) The Company shall (i) on Following satisfaction of the date Operating Reserve Account Release Conditions, promptly upon the issuance of any Debt Equity Interests in Borrower or Equity Issuance yielding total cash proceeds any of its Subsidiaries (unless otherwise waived by Bank in writing), Borrower shall make a prepayment to Bank in an amount at least equal to $100,000,000 50% of the net cash proceeds received by the Loan Parties from the issuance of such Equity Interests. (a “Qualifying Issuance”iv) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together Beginning with the total cash proceeds fiscal year ending December 31, 2023 and for each fiscal year thereafter, on or before 45 days after the end of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 such fiscal year (such excess amount, the “Excess ProceedsECF Payment Date”), prepay and cause Borrower will calculate the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case Cash Flow as of the foregoing clause (ii)), net end of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses such fiscal year (such net amount, amount of Excess Cash Flow referred to herein as the “Net Original ECF Amount”), together with any accrued and unpaid interest thereon Borrower shall make a prepayment to Bank (an "Excess Cash Flow Payment") in an amount equal to 50% of the date Original ECF Amount; provided, however, that in the event Borrower’s Senior Funded Debt to EBITDA Ratio is less than 1.50 to 1.00, such prepayment shall not be required. Furthermore, upon receipt of prepayment the audited financial statements required to be delivered under Section 4(a)(i) for such fiscal year, Borrower will re-calculate the amount of the Excess Cash Flow as of the end of such fiscal year (such amount of Excess Cash Flow referred to herein as the “Adjusted ECF Amount”), and any other amounts due hereunderBorrower agrees to each of the following: A. If the Original ECF Amount exceeds the Adjusted ECF Amount, and, in connection therewiththen on the ECF Payment Date for the next succeeding fiscal year, the Commitments Excess Cash Flow Payment due for such next succeeding fiscal year shall be permanently reduced by an aggregate amount equal to the lesser of (1) the resulting decrease in the amount of Excess Cash Flow Payment if such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably payment had been calculated based on the aggregate Adjusted ECF Amount or (2) 15% of EBITDA for such fiscal year. B. If the Adjusted ECF Amount exceeds the Original ECF Amount, then within 30 days following the calculation of the Adjusted ECF Amount, Borrower shall make an additional prepayment to Bank in an amount equal to the resulting increase in the Excess Cash Flow Payment if such payment had been calculated based on the Adjusted ECF Amount. All payments made under Section 2(c)(iv) and received by Bank shall be applied in payment of the Indebtedness in the following order: first, to outstanding principal amount of the Commitments Loans under the Term Note (in inverse order of each maturities until paid in full); second, to Bank's costs and expenses; third, to the outstanding principal amount of the Lendersloans under the Revolving Credit Note until paid in full; fourth, to prepay any outstanding Indebtedness, including providing cash collateral any undrawn letters of credit issued hereunder; and fifth, any remaining amount to the Borrower. Any such reductions in the amount of the Notes as provided in this Section 2(c)(iv) shall be in addition to all scheduled principal payments and optional payments. No prepayment penalty or premium shall be required with respect to any mandatory prepayment made pursuant to this Section 2(c)(iv) or any voluntary prepayment of the outstanding amounts of Notes as provided therein. All payments made under this Section 2(c) (other than under Section 2(c)(iv)) and received by Bank shall be applied in payment of the Indebtedness in the following order: first, to Bank's costs and expenses; second, to outstanding principal amount of the Loans under the Term Note (in inverse order of maturities until paid in full); third, to outstanding principal amount of the loans under the Revolving Credit Note until paid in full; fourth, to prepay any outstanding Indebtedness, including providing cash collateral any undrawn letters of credit issued hereunder; and fifth, any remaining amount to the Borrower. Any such reductions in the amount of the Notes as provided in this Section 2(c) shall be in addition to all scheduled principal payments and optional payments. No prepayment penalty or premium shall be required with respect to any mandatory prepayment made pursuant to this Section 2(c) or any voluntary prepayment of the outstanding amounts of Notes as provided therein.

Mandatory Prepayment. The outstanding Obligations shall be subject to prepayment as follows: (1a) The Company If on any date any Loan Party shall notify the Administrative Agent immediately upon becoming aware have received Net Proceeds from any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any Change Collateral permitted pursuant to clause (q) of Control. Upon receipt the definition of such notice and for a period of 90 days thereafter, the Required Lenders shall be entitled, by written notice “Permitted Dispositions,” to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to extent that such Net Amount, such reduction Proceeds are not required to be applied to the Commitments payment of obligations of the Lenders ratably based Borrower or other borrowers under the ABL Facility, an amount equal to 100%the Asset Sale Percentage of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in Section 2.17(f) unless (a) no Specified Default has occurred and is continuing, (i) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds were received or reinvesting in assets used or useful in any of the Loan Parties’ or Restricted Subsidiaries business within twelveeighteen (1218) months of the receipt of such proceeds (or within eighteentwenty-four (1824) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelveeighteen (1218) months of receipt of such proceeds) and (b) no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Borrower). (b) If on any date any Loan Party shall have received Net Proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any Collateral of a Loan Party, to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100%the Asset Sale Percentage of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in Section 2.17(f) unless (i) the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Collateral Agent, or (ii) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds, awards or payments were received or reinvesting in assets used or useful in any of the Loan Parties’ or their Restricted Subsidiaries’ business within twelveeighteen (1218) months of the receipt of such proceeds (or within eighteentwenty-four (1824) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelveeighteen (1218) months of receipt of such proceeds); provided that no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Borrower). (c) If on any date any Loan Party shall have received Net Proceeds (i) from any Refinancing Term Loans or Indebtedness pursuant to clause (v)(i) of the definition of “Permitted Indebtedness” or (ii) from the incurrence of any Indebtedness of the Borrower or any of its Subsidiaries (other than Permitted Indebtedness), an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in Section 2.17(f). (d) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 28, 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount, if positive, equal to the excess of (i) the ECF Percentage of such Excess Cash Flow minus (ii) the principal amount of Term Loans optionally prepaid pursuant to Section 2.16 during such Fiscal Year toward the prepayment of the Term Loans as set forth in Section 2.17(f) and the amount expended by the Borrower pursuant to Sections 2.16(d) and 9.04(g) during such Fiscal Year. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the date on which the compliance certificate of the Borrower has been delivered pursuant to Section 5.01(d). (e) [Reserved]. (f) Any prepayment of any Term Loans pursuant to Sections 2.17(a) through (d) above shall be applied to repay Term Loans of each then outstanding Class, provided, that (i) any prepayment of any Term Loans pursuant to Section 2.17(c) shall be applied to repay Term Loans of only those Class(es) selected by the Borrower. Any prepayment of any Class of Term Loans in accordance with the foregoing shall be applied as directed by the Borrower, (ii) to the extent any Qualifying Secured Debt that is secured on a pari passu basis with the Obligations requires a prepayment from Excess Cash Flow, the amount of the prepayment of the Term Loans required above shall be reduced in proportion of the ratio of the aggregate principal amount of the Term Loans then outstanding to the aggregate amount of the Commitments Term Loans and such Qualifying Secured Debt then outstanding and (iii) any Lender may elect to decline its share of each any prepayment pursuant to clause (a), (b) or (d) above by giving notice to the Administrative Agent within one Business Day following the date the Borrower gives notice of such prepayment (any amount declined by a Lender pursuant to this subclause (iii) a “Declined Amount”). Subject to the foregoing, outstanding Prime Rate Loans of any Class shall be prepaid before outstanding Term Benchmark Loans of such Class are prepaid. No prepayment of Term Benchmark Loans of any Class shall be permitted pursuant to this Section 2.17 until the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within fifteen (15) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the LendersBorrower, the Administrative Agent shall hold all amounts required to be applied to Term Benchmark Loans of a particular Class in a Cash Collateral Account and will apply such funds to the applicable Term Benchmark Loans of such Class at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the occurrence and during the continuance of any other Event of Default). (g) The Borrower shall prepay all Non-Converted Term B-56 Loans on the Amendment No. 911 Effective Date. (h) Notwithstanding any other provisions of this Section 2.17, (A) to the extent that any or all of the Excess Cash Flow of a Foreign Subsidiary is prohibited or delayed by any requirement of law from being repatriated to the Loan Parties, an amount equal to the portion of Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in clause (d) above, as the case may be, but only so long, as the applicable requirement of law will not permit repatriation to the Loan Parties (the Loan Parties hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable requirement of law to permit repatriation), and once a repatriation of any of such affected Excess Cash Flow is permitted under the applicable requirement of law, an amount equal to such Excess Cash Flow will be promptly (and in any event not later than ten Business Days after such repatriation is permitted) applied (net of any taxes that would be payable or reserved against if such amounts were actually repatriated whether or not they are repatriated) to the repayment of the Term Loans, and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Excess Cash Flow of a Foreign Subsidiary could have an adverse tax consequence with respect to such Excess Cash Flow, an amount equal to the Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. For the avoidance of doubt, nothing in this Agreement, including Section 2.17 shall be construed to require any Foreign Subsidiary to repatriate cash.

Mandatory Prepayment. (1i) The Company shall notify the Administrative Agent immediately upon becoming aware of any Change of Control. Upon receipt of such notice and for a period of 90 days thereafter, the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to On the date of such prepayment and receipt by Borrower or any other amounts due hereunder. Notwithstanding of its Subsidiaries of any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall Cash proceeds from (i) on the date incurrence of any Debt Indebtedness which does not constitute Permitted Indebtedness or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than Disposition which does not constitute a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amountPermitted Disposition, the “Excess Proceeds”), Borrower shall prepay and cause the Designated Borrower to prepay all outstanding Advances Loans in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to 100% of such proceeds. (ii) [Reserved]. (iii) Within three (3) Business Days of the 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 accordance with Section 2.05(c) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith; provided, that such Net AmountCash Proceeds shall not be required to be so used to prepay the Obligations to the extent 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 Borrower delivers a certificate to the Administrative Agent within five (5) days after such Extraordinary Receipt stating that such Net Cash Proceeds shall be used to replace, repair, restore or improve such Collateral Property within a period specified in such certificate not to exceed one hundred eighty (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 springing Control Agreement, and (D) such Net Cash Proceeds are used to replace, repair, restore or improve such Collateral Property prior to the period specified in the certificate furnished pursuant to clause (B) above. Notwithstanding the foregoing, 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 and (2) the occurrence of a Default or an Event of Default, such reduction Net Cash Proceeds, if not theretofore so used, shall be used to be applied to prepay the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the LendersObligations in accordance herewith.

Mandatory Prepayment. The outstanding Obligations shall be subject to prepayment as follows: (1a) The Company If on any date any Loan Party shall notify the Administrative Agent immediately upon becoming aware have received Net Proceeds from any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any Change Collateral permitted pursuant to clause (q) of Control. Upon receipt the definition of such notice and for a period of 90 days thereafter, the Required Lenders shall be entitled, by written notice “Permitted Dispositions,” to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to extent that such Net Amount, such reduction Proceeds are not required to be applied to the Commitments payment of obligations of the Lenders ratably based Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in Section 2.17(f) unless (a) no Specified Default has occurred and is continuing, (i) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds were received or reinvesting in assets used or useful in any of the Loan Parties’ or Restricted Subsidiaries business within twelve (12) months of the receipt of such proceeds (or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds) and (b) no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Borrower). (b) If on any date any Loan Party shall have received Net Proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any Collateral of a Loan Party, to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in Section 2.17(f) unless (i) the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Collateral Agent, or (ii) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds, awards or payments were received or reinvesting in assets used or useful in any of the Loan Parties’ or their Restricted Subsidiaries’ business within twelve (12) months of the receipt of such proceeds (or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds); provided that no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Borrower). (c) If on any date any Loan Party shall have received Net Proceeds (i) from any Refinancing Term Loans or Indebtedness pursuant to clause (v)(i) of the definition of “Permitted Indebtedness” or (ii) from the incurrence of any Indebtedness of the Borrower or any of its Subsidiaries (other than Permitted Indebtedness), an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in Section 2.17(f). (d) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 28, 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount, if positive, equal to the excess of (i) the ECF Percentage of such Excess Cash Flow minus (ii) the principal amount of Term Loans optionally prepaid pursuant to Section 2.16 during such Fiscal Year toward the prepayment of the Term Loans as set forth in Section 2.17(f) and the amount expended by the Borrower pursuant to Sections 2.16(d) and 9.04(g) during such Fiscal Year. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the date on which the compliance certificate of the Borrower has been delivered pursuant to Section 5.01(d). (e) [Reserved]. (f) Any prepayment of any Term Loans pursuant to Sections 2.17(a) through (d) above shall be applied to repay Term Loans of each then outstanding Class, provided, that (i) any prepayment of any Term Loans pursuant to Section 2.17(c) shall be applied to repay Term Loans of only those Class(es) selected by the Borrower. Any prepayment of any Class of Term Loans in accordance with the foregoing shall be applied as directed by the Borrower, (ii) to the extent any Qualifying Secured Debt that is secured on a pari passu basis with the Obligations requires a prepayment from Excess Cash Flow, the amount of the prepayment of the Term Loans required above shall be reduced in proportion of the ratio of the aggregate principal amount of the Term Loans then outstanding to the aggregate amount of the Commitments Term Loans and such Qualifying Secured Debt then outstanding and (iii) any Lender may elect to decline its share of each any prepayment pursuant to clause (a), (b) or (d) above by giving notice to the Administrative Agent within one Business Day following the date the Borrower gives notice of such prepayment (any amount declined by a Lender pursuant to this subclause (iii) a “Declined Amount”). Subject to the foregoing, outstanding Prime Rate Loans of any Class shall be prepaid before outstanding LIBO Loans of such Class are prepaid. No prepayment of LIBO Loans of any Class shall be permitted pursuant to this Section 2.17 until the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within fifteen (15) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the LendersBorrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans of a particular Class in a Cash Collateral Account and will apply such funds to the applicable LIBO Loans of such Class at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the occurrence and during the continuance of any other Event of Default). (g) The Borrower shall prepay all Non-Converted Term B-45 Loans on the Amendment No. 69 Effective Date. (h) Notwithstanding any other provisions of this Section 2.17, (A) to the extent that any or all of the Excess Cash Flow of a Foreign Subsidiary is prohibited or delayed by any requirement of law from being repatriated to the Loan Parties, an amount equal to the portion of Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in clause (d) above, as the case may be, but only so long, as the applicable requirement of law will not permit repatriation to the Loan Parties (the Loan Parties hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable requirement of law to permit repatriation), and once a repatriation of any of such affected Excess Cash Flow is permitted under the applicable requirement of law, an amount equal to such Excess Cash Flow will be promptly (and in any event not later than ten Business Days after such repatriation is permitted) applied (net of any taxes that would be payable or reserved against if such amounts were actually repatriated whether or not they are repatriated) to the repayment of the Term Loans, and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Excess Cash Flow of a Foreign Subsidiary could have an adverse tax consequence with respect to such Excess Cash Flow, an amount equal to the Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. For the avoidance of doubt, nothing in this Agreement, including Section 2.17 shall be construed to require any Foreign Subsidiary to repatriate cash.

Mandatory Prepayment. (1a) The Company At any time that the Borrowers -------------------- and/or any Subsidiary shall notify have received Net Cash Proceeds that, together with all other Net Cash Proceeds previously received by Borrowers and/or any Subsidiary and not remitted to the Administrative Agent, equal or exceed $25,000, the Borrowers shall immediately remit to the Agent immediately an amount equal to 100% of all such Net Cash Proceeds; provided, however, that with respect to any Net Cash Proceeds from any damage to, or loss, destruction or condemnation of Assets, Section 2.10(c) will govern. (b) Immediately upon becoming aware receipt by either Borrower and/or any Significant Subsidiary of any Change Financing Proceeds, the Borrowers shall remit to the Agent an amount equal to 100% of Control. Upon the Net Financing Proceeds. (c) As promptly as practicable, but in any event within two Business Days of the date of receipt by either Borrower and/or any Significant Subsidiaries of any proceeds due to damage to, or loss, destruction or condemnation of Assets net of actual out-of-pocket costs of recovery (collectively, "Loss Proceeds"), the Borrower shall remit to the Agent an amount equal to 100% of such Loss Proceeds, excluding such portion, if any, of such proceeds (such portion, the "Asset Restoration Amount") that the Borrowers represent to the Agent in writing will be used within 90 days of receipt of such notice Loss Proceeds (or such longer period as may be consented to by the Agent) for rebuilding, repairing or replacing the damaged, destroyed or condemned Assets with productive assets of a kind then used or usable in the business of Borrowers and for a period their Subsidiaries; provided, however, that if such property constituted Collateral, any such replacement property shall be made subject to the Lien of 90 days thereafterthe Security Documents; and provided further that if such proceeds are not put to such use within such 90- day period, the Required Lenders Borrower shall be entitled, by written notice remit to the Company received within such period, Agent an amount equal to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt 100% of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunderLoss Proceeds not so utilized. (2d) The Company shall (i) on the date As promptly as possible, but in any event within two Business Days following receipt by either Borrower and/or any Significant Subsidiary of any Debt or Equity Issuance yielding total cash proceeds in tax refund which is not required to be promptly applied by the Borrower and/or any of its Subsidiaries to the payment of future tax liabilities, the Borrower shall remit to the Agent an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on 100% of the date aggregate amount of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, such tax refunds in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the Lenders100,000.

Mandatory Prepayment. When any Borrower sells or otherwise disposes of any Collateral after the Amendment No. 7 Effective Date, other than any sale or other disposition of Collateral permitted by clauses (ii) through (x) of Section 7.1(c) hereof, Borrowers shall repay the Advances in an amount equal to the net cash proceeds of such sale (i.e., gross cash proceeds less the reasonable costs of such sale or other disposition, any taxes paid or payable by any Borrower as a result of such sale or other disposition, any Indebtedness or other obligation secured by the Collateral subject to such sale or other disposition which is repaid in connection with such sale or other disposition, and reserves for contingent obligations such as purchase price adjustments and indemnification obligations required by the terms of the related purchase agreement), such repayments to be made promptly but in no event more than one (1) The Company Business Day following receipt of such net cash proceeds, and until the date of payment, such net cash proceeds shall be held in trust for Agent. Notwithstanding the foregoing, so long as no Default or Event of Default then exists, no prepayment of any Advances shall be required by this Section 2.23 with the net cash proceeds of any sale or other disposition of Collateral if a Borrower has notified the Agent promptly but in no event more than one (1) Business Day following receipt of such net cash proceeds that it intends to use such net cash proceeds within 360 days of such sale or other disposition to make Capital Expenditures for or in respect of fixed assets or improvements, replacements, substitutions or additions to fixed assets that are or will become part of the Collateral. Promptly after the end of such 360-day period, the Borrowers shall notify the Administrative Agent immediately upon becoming aware of whether the Borrowers have used such net cash proceeds for such purposes and, to the extent such net cash proceeds have not been so used, shall repay the Advances in an amount equal to the net cash proceeds not so used. The foregoing shall not be deemed to be implied consent to any Change of Controlsuch sale otherwise prohibited by the terms and conditions hereof. Upon receipt of such notice and for a period of 90 days thereafter, the Required Lenders Repayments pursuant to this Section 2.23 shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall applied (i) first, to the outstanding principal installments of the Term Loan on a pro rata basis (allocated among Eurodollar Rate Loans and Domestic Rate Loans as determined by the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”Borrowers) and (ii) on second to the date of any Debt or Equity Issuance other than a Qualifying Issuance remaining Advances (a “Nonallocated among Eurodollar Rate Loans and Domestic Rate Loans as determined by the Borrowers), subject to Borrowers’ ability to re-Qualifying Issuance”) yielding total cash proceeds, taken together borrow Revolving Advances in accordance with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 terms hereof.” (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case l) Section 3.1 of the foregoing clause (i)) or such Excess Proceeds (Loan Agreement is hereby amended and restated in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon its entirety to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the Lenders.provide as follows:

Mandatory Prepayment. (1i) The Company shall notify the Administrative Agent immediately upon becoming aware Subject to clause (ii) below, if (A) any Note Party or any Subsidiary thereof Transfers any assets or property (other than any Transfer permitted by clauses (i) through (iv) of Section 7(t)) or (B) any Insurance/Condemnation Event in respect of any Change assets or property of Control. Upon any Note Party or any Subsidiary thereof occurs, in each case which results in the realization or receipt by a Note Party or any Subsidiary thereof of such notice and for a period of 90 days thereafterNet Proceeds, the Required Lenders Borrower shall cause to be entitled, by written notice prepaid on or prior to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within date which is five (5) Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to after the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained hereinrealization or receipt by such Note Party of such Net Proceeds, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (Notes in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to 100% of all such Net AmountProceeds realized or received. (ii) So long as no Default or Event of Default has occurred and is continuing, with respect to any Net Proceeds realized or received with respect to any Insurance/Condemnation Event, at the option of the Borrower, the applicable Note Party or Subsidiary may reinvest an amount equal to all or any portion of such reduction Net Proceeds to replace the assets or property subject to such Insurance/Condemnation Event (which assets or property may, for the avoidance of doubt, be replaced with assets or property that are substantially similar to such assets or property subject to such Insurance/Condemnation Even) within (A) six (6) months following receipt of such Net Proceeds or (B) if the applicable Note Party or Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds to replace such assets or property within six (6) months following receipt thereof, ninety (90) days after the six (6) month period that follow receipt of such Net Proceeds; provided that if any Net Proceeds are not so reinvested by the deadline specified in clause (A) or (B) above, as applicable, or if any such Net Proceeds are no longer intended to be or cannot be so reinvested, any such Net Proceeds shall be applied to the Commitments prepayment of the Lenders ratably based on Notes as set forth in Section 2(c)(i). (iii) At any time when (A) the aggregate Company has, for any calendar month positive net cash flow from operations or (B) any Note Party or any Subsidiary thereof receives swing-lid insurance proceeds or proceeds from employee retention credits, then the Company shall within one (1) Business Days of such Business Day prepay the Obligations under this Note in an amount equal to the amount of such positive net cash flow from operations or by the Commitments full amount of each such proceeds received as contemplated by clause (B), as applicable; provided however, that no prepayment shall be required under this clause (iii) until the $500,000 of Indebtedness borrowed under the ABL Debt Documents concurrently with the issuance of the LendersFourth Option Notes shall have been repaid in full.

Mandatory Prepayment. (1) The Company shall notify the Administrative Agent immediately upon becoming aware of any Change of Control. Upon receipt of such notice and for a period of 90 days thereafter, the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date When any Borrower sells or otherwise disposes of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (Collateral having a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, fair market value in excess of $100,000,000 100,000 individually, or in the aggregate for all Borrowers, in any fiscal year (such excess amount, other than Inventory in the “Excess Proceeds”ordinary course of business), prepay and cause Borrowers shall repay the Designated Borrower Advances to prepay the extent the aggregate Net Proceeds for all outstanding Advances such sales in any fiscal year exceeds $100,000 in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net AmountProceeds in excess of $100,000. Such repayments shall be made promptly but in no event more than one (1) Business Day following receipt of such Net Proceeds, and until the date of payment, such reduction Net Proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied first, pro-rata to the outstanding principal installments of the Term Loan and second, to the remaining Advances in such order as Agent may determine, subject to Borrowers' ability to reborrow Revolving Advances in accordance with the terms hereof. Notwithstanding the foregoing, unless and until an Event of Default has occurred and is continuing, Borrowers may sell or otherwise dispose of Collateral (excluding for purposes of this sentence Inventory in the ordinary course of business) having a fair market value in excess of $100,000 in the aggregate in any fiscal year and utilize such Net Proceeds solely to acquire replacement Collateral without making a mandatory prepayment hereunder so long as (a) the acquired Collateral is purchased by Borrowers within one hundred eighty (180) days of the sale of the Collateral (the "Purchase Period"), (b) the proceeds of such sale are remitted to Agent and applied by Agent to reduce the outstanding amount of Revolving Advances in accordance with the first sentence of this subsection 2.10(a)(i), (c) a reserve equal to the amount of such proceeds shall be established by Agent (the "Mandatory Reserve"), which reserve shall continue until the earlier to occur of (i) the date when payment for such replacement Collateral is made and the other conditions set forth in this subsection 2.10(i) are met to the reasonable satisfaction of Agent or (ii) the expiration of the Purchase Period, (d) the acquired Collateral shall be deemed to be acceptable Collateral by Agent in its reasonable discretion and (e) the acquired Collateral shall be subject to Agent's first priority security interest created hereunder. If Borrowers fail to meet the conditions set forth in clauses (a) through and including (e) above, Borrowers hereby authorize Agent and Lenders to make a Revolving Advance in an amount equal to the applicable Mandatory Reserve to be applied as a prepayment of the Term Loan, in the manner set forth above. Immediately, thereafter, the applicable Mandatory Reserve shall be reduced to $0. If Borrowers meet the conditions set forth in clauses (a) through and including (e) above to the Commitments reasonable satisfaction of Agent, Agent shall, upon Borrowing Agent's request, make a Revolving Advance to the Lenders ratably based on applicable Borrower in the aggregate amount of the Commitments applicable Mandatory Reserve to be used by the applicable Borrower to (i) purchase the replacement Collateral and (ii) be applied as a prepayment of the Term Loan, in the manner set forth above to the extent the purchase price of the replacement Collateral is less than the amount of such Revolving Advance and the applicable Mandatory Reserve shall be reduced. (ii) Borrowers shall prepay the outstanding amount of the Advances in an amount equal to 75% of Excess Cash Flow for each fiscal year commencing on or after July 31, 1998 payable upon delivery of the financial statements to Agent referred to in and required by Section 9.7 for such fiscal year but in any event not later than ninety (90) days after the end of each such fiscal year, which amount shall be applied first, to the outstanding principal installments of the LendersTerm Loan in the inverse order of the maturities thereof and, second, to the remaining Advances in such order as Agent may determine subject to Borrowers' ability to reborrow Revolving Advances in accordance with the terms hereof. In the event that the financial statement is not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrowers shall make the prepayment required by this Section 2.10(b), subject to adjustment when the financial statement is delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statement. (iii) Upon the completion of a Public Offering, Borrowers shall repay the Advances in an amount equal to fifty percent (50%) of the Net Proceeds of such Public Offering, such repayments to be made promptly but in no event more then one (1) Business Day following receipt of such Net Proceeds, and until the date of payment, such Net Proceeds shall be held in trust for Agent. Such repayment shall be applied first, pro rata to the outstanding principal installments of the Term Loan and second, to the remaining Advances in such order as Agent may determine, subject to Borrowers' ability to reborrow Revolving Advances in accordance with the terms hereof.

Mandatory Prepayment. (1a) The Company shall notify If as of the Administrative Agent immediately upon becoming aware last day of any Change calendar quarter the LTV Ratio exceeds the Permitted LTV Ratio, but the LTV Ratio is not greater than 60%, and provided that no Event of Control. Upon receipt Default has occurred and is continuing, Borrower shall either (i) add additional Real Property Assets to the Unleveraged Assets within ninety (90) days of such notice and the date the LTV Ratio exceeded the Permitted LTV Ratio, in accordance with the provisions of Section 3.4, or (ii) pay to the Lead Agent, for a period the account of the Banks, or pay to the holder(s) of any outstanding Unsecured Debt, within 90 days thereafterof the date the LTV Ratio exceeded the Permitted LTV Ratio, in each case in an amount such that the Required Lenders shall be entitledLTV Ratio subsequent to such payment is in compliance with the Permitted LTV Ratio. In the event that the LTV Ratio exceeds 60%, by written notice then Borrower shall, within five (5) Domestic Business Days from the date the Permitted LTV Ratio is exceeded, pay to the Company received within such periodLead Agent, to terminate for the Commitments in whole and require account of the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such noticeBanks, together with any accrued and unpaid interest thereon or pay to the date holder(s) of any outstanding Unsecured Debt, an amount such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, that the LTV Ratio subsequent to such payment is in and of itself, constitute a Default hereundercompliance with the Permitted LTV Ratio. (2b) The Company Borrower shall not sell or release an Unleveraged Asset unless after giving effect to such sale or release, either (i) on Borrower shall remain in compliance with the date provisions hereof, including without limitation, the provisions of any Debt Section 5.8, or Equity Issuance yielding total cash proceeds in (ii) prepay an amount at least equal to $100,000,000 to, the greater of (a “Qualifying Issuance”x) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together amount required such that the LTV Ratio remains in compliance with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the Lenders.Permitted LTV

Mandatory Prepayment. (1i) The Company If at any time the Revolving Credit Exposure (for any Revolving Lender or for all Revolving Lenders) exceeds the Revolving Credit Limit, Borrower shall immediately prepay the outstanding Revolving Loans by the amount of the excess plus all accrued and unpaid interest on the amount so prepaid. (ii) No later than five (5) Business Days following the earlier of the date such amounts are received by, or for the account of, the Borrower (or the applicable Loan Party) on or after the date hereof and the end of any election periods set forth below, the following amounts shall be paid to Administrative Agent for the ratable benefit of the Lenders in the form received with any necessary endorsement or assignment: (A) [reserved]; (B) 100% of any cash Net Proceeds in excess of $2,000,000 individually or in the aggregate over the term of this Agreement in respect of any Casualty Event affecting Collateral (plus the Applicable Premium (if any)); provided that, if within 20 days after the date of such Casualty Event, Borrower shall notify the Administrative Agent immediately upon becoming aware in writing that it wishes to reinvest such Net Proceeds to replace the damaged assets in assets that are subject to a security interest in favor of any Change Collateral Agent and that are useful in the business of Control. Upon receipt of the Loan Parties, then the Borrower shall be permitted to defer such notice and prepayment for a period of 90 up to 365 days thereafter, after the Required Lenders shall be entitled, by written notice to date the Company received applicable Loan Party receives such Net Proceeds; provided further that if such Net Proceeds are not reinvested within such period, to terminate 365 days from the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its applicable Loan Party’s receipt of such noticeNet Proceeds (or if so committed to be reinvested within such 365-day period, together reinvested within 180 days after such 365-day period), then the applicable Loan Party shall be required to make any prepayments otherwise required by this Section 3.3(b)(ii)(B); provided further that, notwithstanding the foregoing, Net Proceeds obtained by any Loan Party with respect to reimbursements due to loss of cash (whether as a result of theft, natural disaster or otherwise) shall not be subject to the mandatory prepayment provisions of this Section 3.3(b)(ii)(B); (C) 100% of any accrued and unpaid interest thereon Net Proceeds of a Specified Equity Contribution, plus the Applicable Premium (if any); (D) 100% of any cash Net Proceeds from the issuance of Debt issued by a Loan Party (excluding any other Debt permitted to be incurred pursuant to Section 9.1), plus the Applicable Premium (if any); (E) 100% of the cash Net Proceeds from the Disposition of any assets pursuant to Section 9.4(b), Section 9.4(e) Section 9.4(g)(w), Section 9.4(o), Section 9.4(p), Section 9.4(q) or Section 9.4(r) individually or in the aggregate in excess of $2,000,000 in any fiscal year (plus the Applicable Premium (if any)); provided that, if within forty-five (45) days after the date of such Disposition, Borrower shall notify Administrative Agent in writing that it wishes to reinvest such Net Proceeds in assets that are subject to a security interest in favor of Collateral Agent and that are useful in the business of the Loan Parties, then the Borrower shall be permitted to defer such prepayment for a period of up to 365 days after the date the applicable Loan Party receives such Net Proceeds; provided further that if such Net Proceeds are not reinvested within 365 days from the applicable Loan Party’s receipt of such Net Proceeds (or if so committed to be reinvested within such 365-day period, reinvested within 180 days after such 365-day period), then the applicable Loan Party shall be required to make any prepayments otherwise required by this Section 3.3(b)(ii)(E); (F) Within five (5) Business Days after the date by which Borrower are required to deliver their Compliance Certificate and any financial statements for the applicable fiscal year pursuant to Sections 8.1(a) and (d)), commencing with the fiscal year ending January 2, 2022, Borrower shall prepay the Term Loans in an amount equal to the applicable Excess Cash Flow Percentage multiplied by Excess Cash Flow for such fiscal year then ended minus the sum of (1) voluntary prepayments of the Term Loans made during such period (other amounts than voluntary prepayments applied to prepay future amortization payments that would be due hereunder. Notwithstanding any other provision contained hereinpursuant to Section 3.2(a)(ii) in the fiscal year of such prepayment), a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall any voluntary prepayments of the Reovlving Facility solely to the extent such prepayment is accompanied by a permanent reduction of the Reovlving Commitments, in each case for the preceding clauses (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”1) and (ii2) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon solely to the date extent such prepayments or repurchases are financed with Internally Generated Cash. Borrower shall deliver to Administrative Agent a payment notification not later than 11:00 a.m. New York City time at least two (2) Business Days prior to each mandatory prepayment pursuant to this Section 3.3(b) and Administrative Agent shall promptly notify each Lender of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the Lendersnotice.

Mandatory Prepayment. The outstanding Obligations shall be subject to prepayment as follows: (1a) The Company If on any date any Loan Party shall notify the Administrative Agent immediately upon becoming aware have received Net Proceeds from any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any Change Collateral (other than the sale of Control. Upon receipt Collateral (other than Real Estate, Capital Stock and Intellectual Property) in the ordinary course of such notice business and for a period the transfer of 90 days thereafterany Collateral among Stores and other locations of the Loan Parties), the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to extent that such Net Amount, such reduction Proceeds are not required to be applied to the Commitments payment of obligations of the Lenders ratably based Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless, provided that no Event of Default has occurred and is continuing, (i) the proceeds therefrom are (a) utilized for purposes of replacing or repairing the assets in respect of which such proceeds were received or reinvesting in assets used in any of the Loan Parties’ business within twelve (12) months of the receipt of such proceeds (or, in the case of any disposition of Real Estate the proceeds of which will be used to reinvest in Real Estate, within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds) or (b) in the case of any disposition of Real Estate listed on Schedule 1.1(b), reinvested in additional Real Estate within twelve (12) months of the receipt of such proceeds or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds and (ii) the aggregate amount at any time of such reinvested proceeds (A) in the case of any such sale, transfer or other disposition of any such Collateral pursuant to a sale and leaseback transaction, is equal to or less than $10,000,000 and (B) in the case of any such sale, transfer or other disposition of such Collateral (other than pursuant to a sale and leaseback transaction and other than a disposition of Real Estate the proceeds of which will be used to reinvest in Real Estate) is equal to or less than $10,000,000; or (b) If on any date any Loan Party shall have received Net Proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any Collateral of a Loan Party, to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Commitments Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless (i) the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Collateral Agent, or (ii) the proceeds therefrom are utilized for purposes of replacing or repairing the assets in respect of which such proceeds, awards or payments were received or reinvesting in assets used in any of the Loan Parties’ business within twelve (12) months of the receipt of such proceeds; (c) If on any date any Loan Party shall have received Net Proceeds (i) from any Refinancing Term Loans or Indebtedness pursuant to clause (w)(i) of the definition of “Permitted Indebtedness” or (ii) from the incurrence of any Indebtedness of the Borrower or any of its Subsidiaries (other than Permitted Indebtedness), an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f); and (d) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 28, 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount, if positive, equal to the excess of (i) the ECF Percentage of such Excess Cash Flow minus (ii) the principal amount of Term Loans optionally prepaid pursuant to Section 2.16 during such Fiscal Year toward the prepayment of the Term Loans as set forth in SECTION 2.17(f) (it being understood that such payment for the Fiscal Year ending February 28, 2012 was made prior to the Amendment No. 1 Effective Date). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the date on which financial statements of the Borrower have been delivered pursuant to SECTION 5.01(a). (e) Reserved. (f) Any prepayment of any Term Loans pursuant to SECTIONS 2.17(a) through (d) above shall be applied to repay Term Loans of each then outstanding Class, provided, that any prepayment of any Term Loans pursuant to SECTION 2.17(c) shall be applied to repay Term Loans of each Class with an earlier Maturity Date prior to being applied to repay any Term Loans of any other Class with a later Maturity Date (and, if two Classes of Term Loans have the same Maturity Date, shall be applied on a pro rata basis to such Classes). Any prepayment of any Class of Term Loans in accordance with the foregoing shall be applied first, to the remaining scheduled installments of principal of such Term Loans pursuant to SECTION 2.04 that are due within 24 months of such prepayment and thereafter to the remaining scheduled installments of principal of the LendersTerm Loans of such Class on a pro rata basis. Subject to the foregoing, outstanding Prime Rate Loans of any Class shall be prepaid before outstanding LIBO Loans of such Class are prepaid. No prepayment of LIBO Loans of any Class shall be permitted pursuant to this SECTION 2.17 until the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs associated therewith within five (5) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans of a particular Class in a Cash Collateral Account and will apply such funds to the applicable LIBO Loans of such Class at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the occurrence and during the continuance of any other Event of Default). (g) The Borrower shall prepay all Non-Converted Term B Loans on the Amendment No. 1 Effective Date.

Mandatory Prepayment. (1a) The Company provisions contained in Clause 2.8(b) (Unscheduled Mandatory Reductions) and Clause 2.9(b)(ii) (Mandatory Prepayments) of the Multicurrency Agreement shall notify apply mutatis mutandis to this Agreement, such that the Administrative Agent immediately upon becoming aware Bank receives its Pro Rata Share of any Change of Control. Upon receipt of such notice and for a period of 90 days thereafter, the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunderrepayment. (2b) The Company Without prejudice to any other reductions in the Facility Amount which are required to be made pursuant to the terms of this Agreement, the Borrowers shall reduce the Bank's commitments under the RBS Group Facilities by (iPounds)[] by February 28, 2002, by a further (Pounds)[] by February 28, 2003 and a further by (Pounds)[] by May 31, 2003. Once reduced in accordance with this Clause 8.4(b), the relevant commitments may not be increased. (c) on If for any reason the date outstanding obligations to the Bank under the RBS Group Facilities exceed its commitments, because of any Debt limitation set forth in this Agreement or Equity Issuance yielding total otherwise, the Borrowers shall immediately prepay Advances and/or deposit cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total interest bearing cash proceeds, taken together collateral account held with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, Bank in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amountexcess (all interest accruing on such account being for the account of the Borrowers prior to Enforcement). (d) Any part of the RBS Group Facilities which is prepaid pursuant to this Clause 8.4 may not be reborrowed, and the Bank's commitment shall be reduced accordingly, unless the prepayment was made because for a period of five consecutive business days, APW and its Subsidiaries held in aggregate collected funds in excess of $10,000,000. (e) If on any Determination Date, the Bank shall have determined that the aggregate Sterling Amount of its outstanding obligations under the RBS Group Facilities exceeds its commitment under such reduction facilities, due to be applied a change in applicable rates of exchange between Sterling and Optional Currencies, then the Bank shall give notice to the Commitments Parent that a prepayment is required and the Borrowers shall make a prepayment so as to ensure that the Sterling Amount of the Lenders ratably based on outstanding obligations under the aggregate amount RBS Group Facilities no longer exceeds the Bank's commitment under such facilities. (f) If and to the extent that any payment is properly due pursuant to this Clause 8.4, the Bank is hereby irrevocably and unconditionally authorised, unless prohibited from doing so by the Intercreditor Agreement, to debit any account of the Commitments of each of the LendersBorrowers in order to effect such payment.

Mandatory Prepayment. The outstanding Term Loans shall be subject to prepayment as follows: (1i) The Company If Group or any of its Subsidiaries receives any Net Cash Proceeds from any Asset Sale described in Section 7.4(b) or Section 7.4(j) or any Property Loss Event, the Borrowers shall notify apply an amount equal to 100% of such Net Cash Proceeds in accordance with Section 2.9(d) on or prior to the Administrative Agent immediately upon becoming aware date which is ten (10) Business Days after the date of any Change of Control. Upon the realization or receipt of such notice and Net Cash Proceeds; provided that no such prepayment shall be required pursuant to this Section 2.9(a) with respect to such Net Cash Proceeds (w) that Group or any Subsidiary shall reinvest in accordance with Section 2.9(a)(ii), (x) that constitute Net Cash Proceeds attributable to ABL Priority Collateral, (y) to the extent the aggregate amount of such Net Cash Proceeds received during any Fiscal Year is less than $10,000,000 or (z) that are attributable to any Foreign Subsidiary to the extent the Borrowers have determined in good faith that the repatriation of such Net Cash Proceeds would result in adverse tax consequences to Group or any of its Subsidiaries; and (ii) With respect to any Net Cash Proceeds realized or received with respect to any Asset Sale or Property Loss Event which are required to be applied for a period repayments pursuant to Section 2.9(a)(i), at the option of 90 days thereafterthe Borrowers, the Required Lenders Borrowers or any Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful in the Borrowers’ or a Subsidiary’s business (including, without limitation, for the consummation of a Permitted Acquisition) within (x) 12 months following receipt of such Net Cash Proceeds or (y) if the Borrowers or a Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within 12 months following receipt thereof, within six months following the last day of such twelve month period; provided that any such Net Cash Proceeds that are not so reinvested within the applicable time period set forth above shall be entitledapplied as set forth in Section 2.9(a)(i) (without regard to clause (w) of the proviso thereto) within five Business Days after the end of the applicable time period set forth above. (b) If on any date Group or any of its Subsidiaries shall have received Net Cash Proceeds from any Refinancing Term Loans, Refinancing Debt or Indebtedness of Group or any of its Subsidiaries that is not permitted under Section 7.1, the Borrowers shall apply an amount equal to 100% of such Net Proceeds within three Business Days after such date toward the prepayment of Term Loans as set forth in Section 2.9(d); and (c) If, for any Fiscal Year of the Borrowers commencing with the Fiscal Year ending December 29, 2012, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount, if positive, equal to the excess of (i) the ECF Percentage of such Excess Cash Flow minus (ii) the principal amount of Term Loans optionally prepaid pursuant to Section 2.8 during such Fiscal Year toward the prepayment of the Term Loans as set forth in Section 2.9(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than June 30 of such Fiscal Year; provided that to the extent any amount of Excess Cash Flow would otherwise be required to be applied pursuant to this Section 2.9(c) and the Borrower determines in good faith that such amount would not have been required to be applied but for amounts attributable to Foreign Subsidiaries and that the repatriation of funds from such Foreign Subsidiaries in an amount sufficient to fund such portion of such required payment would result in adverse tax consequences to Group or any of its Subsidiaries, then such amount shall not be required to be applied to such prepayment pursuant to this clause (c); (d) Except to the extent that any Additional Credit Extension Amendment with respect to any Series of Term Loans provides that such Series of Term Loans shall participate on a less than pro rata basis with the Term Loans of any other specified Class and except as provided in clause (e) below, any prepayment of any Term Loans pursuant to Section 2.9(a) through (c) above shall be applied to repay Term Loans of each then outstanding Class on a pro rata basis. Any prepayment of any Class of Term Loans in accordance with the foregoing shall be applied first, to the remaining scheduled installments of principal of such Term Loans pursuant to Section 2.3 that are due within 24 months of such prepayment and thereafter to the remaining scheduled installments of principal of the Term Loans of such Class on a pro rata basis. Subject to the foregoing, outstanding Alternate Base Rate Loans of any Class shall be prepaid before outstanding Eurodollar Loans of such Class are prepaid; (e) Anything contained herein to the contrary notwithstanding, so long as any Term Loans are outstanding, in the event the Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans pursuant to clause (a) or (c) of this Section 2.9, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrowers are required to make such Waivable Mandatory Prepayment, the Borrowers shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender’s pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount; provided, however, that no Lender shall have the option to refuse the amount of any Waivable Mandatory Prepayment without the prior written consent of the Borrowers. Each such Lender may exercise such option by giving written notice to the Company received within such period, Borrowers and Administrative Agent of its election to terminate do so on or before the Commitments in whole and require third (3rd) Business Day prior to the Company Required Prepayment Date (it being understood that any Lender which does not notify the Borrowers and the Designated Borrower to prepay all outstanding Advances within five Business Days Administrative Agent of its receipt election to exercise such option on or before the third (3rd) Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such noticedate, together with any accrued and unpaid interest thereon not to exercise such option). On the Required Prepayment Date, the Borrowers shall pay to the date Administrative Agent the amount of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained hereinthe Waivable Mandatory Prepayment, a Change of Control which amount shall not, in and of itself, constitute a Default hereunder. (2) The Company shall be applied and/or retained (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term Loans of such Lenders (a “Qualifying Issuance”) which prepayment shall be applied to the scheduled installments of principal of the Term Loans in accordance with Section 2.9(d)), and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case that portion of the foregoing clause Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Declined Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments which Declined Amount shall be permanently reduced retained by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the LendersBorrowers.

Mandatory Prepayment. (1a) The Company shall notify the Administrative Agent immediately upon becoming aware of Subject to paragraph (b) below, if MCE at any Change of Control. Upon receipt of such notice and for a period of 90 days thereaftertime receives any Compensation, the Required Lenders shall be entitledBorrowers shall, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date last day of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal the first Interest Period to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (end after such excess amount, the “Excess Proceeds”)receipt, prepay and cause the Designated Borrower to prepay all outstanding Advances Loans in an aggregate principal amount equal to the amount of that Compensation (having promptly converted it into Dollars if received in any other currency or in non-cash form). Any such total cash prepayment shall be applied against such Loans as the Facility Agent may designate. (b) Paragraph (a) above shall not apply to any Compensation constituted by proceeds (of insurance in the case respect of physical damage which are to be applied in reinstatement of the foregoing clause Borrowing Base Asset in respect of which they were received (i)) or such Excess Proceeds (in reimbursing MCE for expenditure already made by it, in accordance with the case terms of the foregoing clause Project Documents and the Finance Documents, for the purposes of such reinstatement) provided that no Default is subsisting. MCE shall notify the Facility Agent of the relevant incident promptly upon becoming aware of it and its proposal for reinstatement. (ii))c) Subject to paragraph (d) below, net if, at any time before the B/C Discharge Date, MOCE receives any proceeds of underwriting discounts and commissions and any dividend or other reasonable costs and expenses associated therewithdistribution, including reasonable legal fees and expenses (such net amountor of any payment or repayment of borrowings, paid by Madison Turkey or MOTI, the “Net Amount”)Borrowers shall, together with any accrued and unpaid interest thereon on the last day of the first Interest Period to the date of prepayment and any other amounts due hereunderend after such receipt, and, prepay Loans outstanding under Tranche B and/or C in connection therewith, the Commitments shall be permanently reduced by an aggregate principal amount equal to such Net Amount, such reduction to be applied the amount of that receipt (having promptly converted it into Dollars if received in any other currency). (d) Paragraph (c) above shall not apply in respect of any particular proceeds to the Commitments extent that MOCE demonstrates to the satisfaction of the Lenders ratably based on Majority Banks, before the proceeds in question are received by it, that: (i) immediately upon such receipt, it will declare and pay a dividend of an amount equal to those proceeds; (ii) the proceeds of that dividend are required by MPI in order to meet overheads of the Group incurred in the ordinary course of business; and (iii) the aggregate amount of all such dividends declared and/or paid during the Commitments of each of 6 months' period ending on the Lendersnext Calculation Date, when aggregated with all amounts payable under the Management Agreement during that period, does not exceed $1,000,000.

Mandatory Prepayment. (1i If at any time the aggregate principal amount of the Loans outstanding exceeds the Total Commitment Amount minus the Letter of Credit Obligations, then the Borrower shall immediately pay to the Agent, for the account of each Bank, the amount of such excess (as a prepayment in respect of the Loans), plus any amount due under SECTION 2.3(D) The Company shall notify hereof as a result of such prepayment. (ii In the Administrative Agent immediately upon becoming aware event that the Borrower or any of its Subsidiaries sells or otherwise disposes of any Change asset, or any Stock of Control. Upon receipt Borrower or any Subsidiary, in any calendar year (other than the sale or other disposition of such notice assets that are obsolete or no longer used or useful in Borrower's business and for having a period of 90 days thereaftervalue not exceeding $250,000 in any single transaction or $500,000 in the aggregate in any calendar year), the Required Lenders Borrower shall be entitled, prepay the Loans from the Net Cash Proceeds received at any time by written notice to the Company received within Borrower or its Subsidiaries from such period, to terminate the Commitments in whole and require the Company and the Designated sale or other disposition. The Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with shall also pay any accrued and unpaid interest thereon to the date amount due under SECTION 2.3(D) hereof as a result of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall notor may, in and lieu thereof, deposit the Net Cash Proceeds with the Agent, to be held pending expiration of itself, constitute a Default hereunderInterest Periods until the earliest time at which such proceeds may be used to prepay the Loans in accordance herewith without the Borrower being obligated to pay any amounts which would have been due under SECTION 2.3(D) hereof had payment been made earlier. (2iii Within sixty (60) The Company days after the end of each fiscal year (commencing with the fiscal year ending March 31, 2000), the Borrower shall (i) on prepay the date of any Debt or Equity Issuance yielding total cash proceeds Loans in an amount at least equal to $100,000,000 one hundred percent (a “Qualifying Issuance”100%) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or Excess Cash Flow for such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently fiscal year reduced by an aggregate the amount equal necessary to such Net Amount, such reduction to be applied to the Commitments maintain a minimum of the Lenders ratably based on the aggregate amount of the Commitments of each of the Lenders.Four Million Dollars

Mandatory Prepayment. (1a) The Company To the extent Borrower, any other Loan Party or any of its Subsidiaries is required to make mandatory prepayments of the loans under the Senior Credit Agreement in accordance with Sections 2.10 and 2.11 of the Senior Credit Agreement, Borrower shall notify the Administrative Agent immediately upon becoming aware of any Change of Control. Upon receipt of such notice and for a period of 90 days thereafterrepay, or shall cause to be repaid, the Required Lenders Loans in accordance with terms of the Senior Credit Agreement and the pro rata provisions set forth in the Intercreditor and Collateral Sharing Agreement. To the extent that Net Cash Proceeds or Excess Cash Flow are to be utilized to repay the Loans, such payments shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall applied as follows: (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to extent that such Net Amount, such reduction Cash Proceeds or Excess Cash Flow are to be applied to the Commitments Loans prior to July 1, 2013, such amounts shall be applied to the Outstanding Amount of the Lenders ratably based on Growth Loans until the aggregate Growth Loans have been paid in full; provided, however in the event that (A) the Outstanding Amount of the Growth Loans have been paid in full, (B) Net Cash Proceeds and/or undistributed Excess Cash Flow remain after such repayment and (C) Lender has outstanding Growth Loan Commitment and/or HUD Loan Commitments to make Loans thereunder, then first, the Growth Loan Commitment shall be reduce by the amount of such excess on a dollar-for-dollar basis until the Commitments Growth Loan Commitment equals zero and second the HUD Loan Commitment shall be reduced by the amount of each any such excess remaining after the reduction of the LendersGrowth Commitment on a dollar-for-dollar basis until the HUD Loan Commitment equals zero, provided that any reduction in the HUD Loan Commitment prior to July 1, 2013 shall be treated as a prepayment of the HUD Loans and shall be subject to the terms and conditions of Section 2.09 and (ii) to the extent that such Net Cash Proceeds or Excess Cash Flow are to be applied to the Loans on or after July 1, 2013, such amounts shall be applied first to the Outstanding Amount of the Growth Loans until the Growth Loans have been paid in full and second to the Outstanding Amount of the HUD Loans until paid in full (subject to the yield protection provisions set forth in Section 2.09 above.

Mandatory Prepayment. (1i) The Company If at any time the aggregate principal amount of the Loans outstanding exceeds the Total Commitment Amount minus the Letter of Credit Obligations, then the Borrower shall notify immediately pay to the Administrative Agent immediately upon becoming aware Agent, for the account of any Change of Control. Upon receipt each Bank, the amount of such notice and for excess (as a period prepayment in respect of 90 days thereafterthe Loans), plus any amount due under SECTION 2.3(d) hereof as a result of such prepayment. (ii) In the Required Lenders shall be entitledevent that the Borrower or any of its Subsidiaries sells or otherwise disposes of assets in any calendar year, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt book value of such noticeassets, together with the book value of any accrued other assets sold or disposed of by the Borrower and unpaid interest thereon to its Subsidiaries during such calendar year, are in excess of five percent (5%) of the date book value of the total assets of the Borrower and its Subsidiaries on the first day of such calendar year, the Borrower shall prepay the Loans from the Net Cash Proceeds received at any time by the Borrower or its Subsidiaries from such sale or other disposition. The Borrower shall also pay any amount due under SECTION 2.3(d) hereof as a result of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall notor may, in and lieu thereof, deposit the Net Cash Proceeds with the Agent, to be held pending expiration of itself, constitute a Default hereunderInterest Periods until the earliest time at which such proceeds may be used to prepay the Loans in accordance herewith without the Borrower being obligated to pay any amounts which would have been due under SECTION 2.3(d) hereof had payment been made earlier. (2iii) The Company Within ninety (90) days after the end of each fiscal year (commencing with the fiscal year ending March 31, 1998), the Borrower shall (i) on prepay the date of any Debt or Equity Issuance yielding total cash proceeds Loans in an amount at least equal to one hundred percent (100%) of the Excess Cash Flow for such fiscal year reduced by the amount necessary to maintain a minimum of Four Million Dollars ($100,000,000 (a “Qualifying Issuance”4,000,000) of cash and (ii) cash equivalents on the date Borrower's consolidated balance sheet at the end of any Debt or such fiscal year. (iv) In the event that the Borrower shall issue Equity Issuance Interests to a Person other than a Qualifying Issuance Wels▇ ▇▇▇▇▇▇ ▇▇ exchange for cash, or shall incur additional unsecured or subordinated Indebtedness other than the Wels▇ ▇▇▇▇▇▇ ▇▇▇debt, Borrower shall apply the proceeds so received in prepayment of the Loans as follows: (a “Non-Qualifying Issuance”A) yielding total cash proceedsIf the ratio of Funded Indebtedness to EBITDA, taken together calculated in accordance with SECTION 7.18(a)(i) is greater than or equal to 4.75 : 1, then the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, Borrower shall prepay the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances Loans in an aggregate principal amount equal to such total cash proceeds one hundred percent (in the case 100%) of the foregoing clause Net Cash Proceeds received by the Borrower. (i)B) or such Excess Proceeds (If the ratio of Funded Indebtedness to EBITDA, calculated in accordance with SECTION 7.18(a)(i) is less than 4.75 : 1, then the case of Borrower shall prepay the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, Loans in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments (I) twenty-five percent (25 %) of the Lenders ratably based on Net Cash Proceeds received by the aggregate amount Borrower from the issuance of the Commitments of each of the Lenders.any additional

Mandatory Prepayment. (1a) The Company In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of an Unencumbered Asset Pool Property) is sold, transferred or released from the restrictions of Section 5.16 hereof, the Borrower shall, simultaneously with such sale, transfer or release, prepay the Loans in an amount equal to 100% of the net proceeds of such sale or transfer, in the event of a sale or transfer, or such lesser amount as shall notify be required for the Administrative Agent immediately upon becoming aware Borrower to remain in compliance with this Agreement, in the event of such a sale, transfer or release. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and any cash "boot" associated therewith shall be applied to prepayment of the Loans. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default. (b) Simultaneously with the closing of any Change sale of Control. Upon receipt common shares of such notice and for a period beneficial interest, preferred shares of 90 days thereafterbeneficial interest, partnership interests, limited liability company interests, or other ownership or equity interests in the Borrower or the General Partner, the Required Lenders Borrower shall, simultaneously with such sale, prepay the Loans in an amount equal to 100% of the Net Offering Proceeds. (c) in the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Unsecured Debt Ratio shall be entitled--------- --- recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Unsecured Debt Ratio, by written notice or (ii) the Borrower shall prepay to the Company received Lead Agent, for the account of the Banks, an amount necessary to cause the Unsecured Debt Ratio to be in compliance within such period, ninety (90) days of the date on which the Unsecured Debt Ratio failed to terminate be maintained. Failure by the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances comply with the Unsecured Debt Ratio within five Business Days ninety (90) days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Nonnon-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments compliance shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments Event of the Lenders ratably based on the aggregate amount of the Commitments of each of the LendersDefault.

Mandatory Prepayment. (1) The If at any time during the term of this Agreement, the Company shall notify receive Net Offering Proceeds and/or Net Cash Proceeds (but only in connection with a refinancing or a sale of equity interests in the Administrative Agent immediately upon becoming aware Borrower, the Company, RMOP or any Subsidiary of any Change of Control. Upon receipt them) in excess of such notice and for a period of 90 days thereafter$300,000,000, then, simultaneously therewith, the Required Lenders Company shall repay the Loans in an amount equal to the lesser of (x) the aggregate Net Offering Proceeds and/or such Net Cash Proceeds received by the Company from and after the date hereof in excess of $300,000,000, and (y) the outstanding principal balance of the Loans. In addition, if such aggregate Net Offering Proceeds and/or Net Cash Proceeds received by the Company exceed the outstanding principal balance of the Loans, then the outstanding Commitments shall be entitledreduced by an amount equal to such excess. If at any time from and after the Closing Date: (i) the Company, by written notice to RMOP or the Company received within such period, to terminate the Commitments in whole and require the Company Borrower merges or consolidates with another Person and the Designated Company, RMOP or Borrower, as the case may be, is not the surviving entity, or (ii) the Company, the Borrower, any of its Affiliates or consolidated Subsidiaries or the Management Company ceases to provide property management and leasing services to at least 80% of the total number of Projects in which the Borrower has a direct ownership interest (the date any such event shall occur being the "Prepayment Date"), the Borrower and/or RMOP, as the case may be, shall be required to prepay all outstanding Advances within five Business Days the Loans in their entirety as if the Prepayment Date were the Termination Date and, the Credit Commitment thereupon shall be terminated; provided that RMOP shall not be liable to make any payment in excess of its receipt the RMOP Obligations, and provided further that in the case of a merger or consolidation of RMOP pursuant to clause (i), RMOP shall have no further right to request Loans hereunder. The Borrower and RMOP shall immediately make such notice, prepayment together with any interest accrued and unpaid interest thereon to the date of such the prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of principal amount prepaid; provided that RMOP shall not be liable to make any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, payment in excess of $100,000,000 (such excess amountthe RMOP Obligations together with interest thereon. In connection with the prepayment of any Loan prior to the maturity thereof, the “Excess Proceeds”Borrower and RMOP shall also pay any applicable expenses pursuant to Section 5.2(f), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to ; provided that RMOP shall not be liable for any such total cash proceeds (in the case of the foregoing clause (i)) or payment other than any such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, payments incurred in connection therewith, with the Commitments RMOP Obligations. Each such prepayment shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to prepay ratably the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed.

Mandatory Prepayment. (1i) The If at any time, or from time to time, after the date hereof and following the occurrence and during the continuance of an Event of Default (as that term is defined below) the Obligor or any of the Obligor's Permitted Transferees (as that term is defined in a an Amended and Restated Shareholders' Agreement dated as of December 17, 1993 among the Company and its shareholders (the "Shareholders' Agreement")) shall notify receive or shall otherwise become entitled to receive from the Administrative Agent immediately Company (or other holder of this Note) any cash payments, cash dividends or other cash distributions in respect of the Company's Common Stock, then and in each case the Obligor and any of the Obligor's Permitted Transferees shall, upon becoming aware of any Change of Control. Upon the receipt of such notice and for a period of 90 days thereafterthereof, the Required Lenders shall be entitled, by written notice return to the Company received within (or other holder of this Note) such periodpayments, dividends and distributions, and the Company (or other holder of this Note) shall apply such amount to terminate the Commitments prepayment of the Obligations in whole the manner set forth in Section 1(b), and require the Company (or other holder of this Note) shall not be obligated to make any such payment, cash dividend or other cash distribution not theretofore made to which the Obligor and any of the Obligor's Permitted Transferees are otherwise entitled in respect of their Common Stock and may, instead, in lieu thereof, set off the amount of such cash payment, cash dividend or other cash distribution against the Obligations. (ii) If at any time, the Obligor receives any proceeds from the sale by the Obligor or any of the Obligor's Permitted Transferees of any Common Stock to anyone, the Net Proceeds (as defined in the Stock Pledge Agreement dated as of the date hereof between the Obligor and the Company) from such sale of Common Stock shall be applied to the prepayment of this Note in the manner provided in the Stock Pledge Agreement. (iii) In addition to the provisions of subsections (c)(i) and (c)(ii) above: (A) If the Obligor voluntarily terminates his employment with the Company, or if the Company terminates the employment of the Obligor for Cause (as such term is defined in the Employment and Non-Competition Agreement dated May 1, 1996 by and between the Company and the Designated Borrower Obligor, the "Employment Agreement"), then the Obligor shall, without the necessity of any notice or demand by the Company of any kind, immediately make a mandatory prepayment hereunder in an amount equal to prepay the then outstanding Obligations. (B) If the Obligor dies, suffers a disability in accordance with Section 3.02 of the Employment Agreement or if the Company terminates his employment without Cause (as such term is defined in the Employment Agreement) (each an "Involuntary Termination"), then the Obligor shall, without the necessity of any notice or demand by the Company of any kind, immediately make a mandatory prepayment hereunder in an amount equal to the then outstanding Obligations; provided, however, that if upon such Involuntary Termination (I) either the Company exercises its Call Option (as defined in the Shareholders' Agreement) or the Obligor exercises his Put Option (as defined in the Shareholders' Agreement), and the proceeds of the exercise of such Call Option or Put option, as the case may be, after first being applied to all of the then outstanding Obligations other than Converted Amounts, is not sufficient to pay all Converted Amounts, or (II) neither the Company exercises its Call Option nor the Obligor exercises his Put Option, then, in the case of subclause (B)(I), such unpaid Converted Amounts, and in the case of subclause (B)(II), all outstanding Advances within five Business Days Converted Amounts, shall not be immediately due and payable but shall be due and payable in equal monthly installments ("Converted Amount Installments") payable on the first day of its receipt of such notice, together with any accrued and unpaid interest thereon to each month from the date of the Involuntary Termination until the Maturity Date; provided further, however, that the Obligor's obligation to pay Converted Amount Installments shall cease at such prepayment and time as the Company has no further obligation to pay any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change to the Obligor either under Section 3.02 of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds Employment Agreement (in the case of the foregoing clause (i)Obligor's death or disability) or such Excess Proceeds Section 3.03 of the Employment Agreement (in the case of the foregoing clause (iitermination of the Obligor's employment without Cause)), net of underwriting discounts . The Converted Amount shall bear interest hereunder at the Stated Rate and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of payable with each of the LendersConverted Amount Installment.

Mandatory Prepayment. (i) Promptly upon the incurrence of any Debt (other than capital lease obligations) owed to a Person other than Bank, Borrower shall make a prepayment to Bank in an amount equal to 100% of the net cash proceeds received by the Loan Parties from the incurrence of such Debt. (ii) Promptly upon the sale, transfer or disposition of any assets or property by any Loan Party (other than the sale of inventory in the ordinary course of business and the sale or disposal of obsolete, worn out or damaged equipment and inventory), Borrower shall make a prepayment to Bank in an amount equal to 100% of the net cash proceeds received by the Loan Parties from such sale, transfer or disposition; provided however, any net cash proceeds from the sale, transfer or disposition of assets of less than $5,000,000 in the aggregate received during any fiscal year of Borrower may be Reinvested by Borrower or such Subsidiary if the following conditions are satisfied: (A) promptly following the receipt of such net cash proceeds, Borrower provides to Bank a reinvestment certificate stating (1) The Company shall notify that no Default or Event of Default has occurred and is continuing either as of the Administrative Agent immediately upon becoming aware date of any Change of Control. Upon the receipt of such notice and for a period proceeds or as of 90 days thereafter, the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the date of such prepayment reinvestment certificate, (2) that such proceeds have been received and (3) a description of the planned Reinvestment of such proceeds), (B) the Reinvestment of such proceeds is completed within 120 days and (C) no Default or Event of Default shall have occurred and be continuing at the time of the application of such proceeds to Reinvestment. If any other amounts due hereunder. Notwithstanding any other provision contained hereinsuch proceeds have not been Reinvested at the end of the periods provided above, a Change of Control Borrower shall not, promptly pay such net cash proceeds to Bank to be applied in and of itself, constitute a Default hereunderaccordance with this Section 2(c). (2iii) The Company shall (i) on Promptly upon the date issuance of any Debt Equity Interests in Borrower or Equity Issuance yielding total cash proceeds any of its Subsidiaries, Borrower shall make a prepayment to Bank in an amount at least equal to $100,000,000 50% of the net cash proceeds received by the Loan Parties from the issuance of such Equity Interests. (a “Qualifying Issuance”iv) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together Beginning with the total cash proceeds fiscal year ending December 31, 2017 and for each fiscal year thereafter, on or before 45 days after the end of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 such fiscal year (such excess amount, the “Excess ProceedsECF Payment Date”), prepay and cause Borrower will calculate the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case Cash Flow as of the foregoing clause (ii)), net end of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses such fiscal year (such net amount, amount of Excess Cash Flow referred to herein as the “Net Original ECF Amount”), together with any accrued and unpaid interest thereon Borrower shall make a prepayment to Bank (an “Excess Cash Flow Payment”) in an amount equal to 25% of the date Original ECF Amount; provided, however, that in the event Borrower’s Senior Funded Debt to EBITDA Ratio exceeds 2.375 to 1.00, such prepayment shall be an amount equal to 50% of prepayment the Original ECF Amount. Furthermore, upon receipt of the audited financial statements required to be delivered under Section 4(a)(i) for such fiscal year, Borrower will re-calculate the amount of the Excess Cash Flow as of the end of such fiscal year (such amount of Excess Cash Flow referred to herein as the “Adjusted ECF Amount”), and any other amounts due hereunderBorrower agrees to each of the following: A. If the Original ECF Amount exceeds the Adjusted ECF Amount, and, in connection therewiththen on the ECF Payment Date for the next succeeding fiscal year, the Commitments Excess Cash Flow Payment due for such next succeeding fiscal year shall be permanently reduced by an aggregate amount equal to the lesser of (1) the resulting decrease in the amount of Excess Cash Flow Payment if such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably payment had been calculated based on the aggregate Adjusted ECF Amount or (2) 15% of EBITDA for such fiscal year. B. If the Adjusted ECF Amount exceeds the Original ECF Amount, then on the ECF Payment Date for the next succeeding fiscal year, Borrower shall make an additional prepayment to Bank in an amount equal to the lesser of (1) the resulting increase in the Excess Cash Flow Payment if such payment had been calculated based on the Adjusted ECF Amount or (2) 15% of EBITDA for such fiscal year. All payments made under Section 2(c)(iv) and received by Bank shall be applied in payment of the Indebtedness in the following order: first, to outstanding principal amount of the Commitments Loans under the Term Note (in inverse order of each maturities until paid in full); second, to outstanding principal amount of the LendersLoans under the Draw Term Note (in inverse order of maturities until paid in full); third, to Bank’s costs and expenses; fourth, to the outstanding principal amount of the loans under the Revolving Credit Note until paid in full; fifth, to the outstanding principal amount of the Loans under the Equipment Note; sixth, to prepay any outstanding Indebtedness, including providing cash collateral any undrawn letters of credit issued hereunder; and seventh, any remaining amount to the Borrower. Any such reductions in the amount of the Notes as provided in this Section 2(c)(iv) shall be in addition to all scheduled principal payments and optional payments. No prepayment penalty or premium shall be required with respect to any mandatory prepayment made pursuant to this Section 2(c)(iv) or any voluntary prepayment of the outstanding amounts of Notes as provided therein. All payments made under this Section 2(c) (other than under Section 2(c)(iv)) and received by Bank shall be applied in payment of the Indebtedness in the following order: first, to Bank’s costs and expenses; second, to outstanding principal amount of the Loans under the Term Note (in inverse order of maturities until paid in full); third, to outstanding principal amount of the Loans under the Draw Term Note (in inverse order of maturities until paid in full); fourth, to the outstanding principal amount of the loans under the Revolving Credit Note until paid in full; fifth, to the outstanding principal amount of the Loans under the Equipment Note; sixth, to prepay any outstanding Indebtedness, including providing cash collateral any undrawn letters of credit issued hereunder; and seventh, any remaining amount to the Borrower. Any such reductions in the amount of the Notes as provided in this Section 2(c) shall be in addition to all scheduled principal payments and optional payments. No prepayment penalty or premium shall be required with respect to any mandatory prepayment made pursuant to this Section 2(c) or any voluntary prepayment of the outstanding amounts of Notes as provided therein.

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Group Term Loans (allocated among the Group Term Loans at the discretion of the Borrower) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended on December 31, 2017), minus (B) the sum of (1) The Company shall notify the Administrative Agent immediately upon becoming aware all voluntary prepayments of Group Term Loans under any Group Credit Agreement (including any voluntary prepayments of any Change term loans under any Group Credit Agreement prior to the Second Amendment Effective Date) (provided that, with respect to Discounted Voluntary Prepayments under any Group Credit Agreement, only the actual amount of Control. Upon receipt cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and after the end of such notice and for a period of 90 days thereafter, the Required Lenders shall be entitled, by written notice fiscal year but prior to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to the required date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein(such prepayment or purchase after the end of the fiscal year, a Change of Control shall not, together with such prepayment described in and of itself, constitute a Default hereunder. clause (2) The Company shall (i) on below, the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying IssuanceAfter 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) on such After Year-End Payment taken into account in the date calculation of the required prepayment amount above for one fiscal year shall be disregarded for any Debt or Equity Issuance other 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 a Qualifying Issuance the amount calculated pursuant to clause (a “Non-Qualifying Issuance”B) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 above (such excess amount, the “Excess ProceedsPrepayments”), prepay 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) (A) 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), (i), (l), (n) (other than a Permitted Sale Leaseback between Nexstar Guarantors that are not the Holding Companies), (o)(y) or (u) (in each case of (o)(y) and cause (u), to the Designated extent provided thereunder) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower to prepay all outstanding Advances shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such total cash proceeds time divided by (in y) the case sum of the foregoing clause (i)) 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 Excess 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 (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amountpercentage, the “Asset Percentage”) of all such Net Amount”)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, together with any accrued and unpaid interest thereon on or prior to such date, given written notice to the date Administrative Agent of prepayment 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 any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the Lendersis then continuing).

Mandatory Prepayment. (1a) The Company shall notify the Administrative Agent immediately upon becoming aware of any Change of Control. Upon receipt of such notice and for a period of 90 days thereafter, the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within Within five (5) Business Days of its receipt the consummation of any Qualifying Debt Transaction, the Issuers shall cause to be applied an amount equal to the Sterling Equivalent of 80.0% of the total gross proceeds raised in respect of such notice, together with Qualifying Debt Transaction against prepayment of any accrued and unpaid interest thereon on, and outstanding principal amount, of this Note, together with the Future Loss Payoff Amount; provided that GFI and its Subsidiaries shall be entitled to retain and exclude from the calculation and prepayment requirement above an amount (the “Retained QDT Proceeds”) from all Qualifying Debt Transactions since the Issue Date not exceeding in the aggregate the sum of (A) the lesser of (x) $750,000,000 (or its dollar equivalent) and (y) the amount of such total gross proceeds that (1) are used or will be used to repay GHI’s then outstanding 7.200% Senior Notes due 2021 and 7.625% Senior Notes due 2021, (2) are used or will be used to pay reasonable fees (including discounts, premiums and commissions), expenses, interest and other costs related to such Qualifying Debt Transaction or the payoff of such Senior Notes and (3) are used or will be used to fund such other uses in a manner substantially consistent with the uses described by the Issuers to the Holder in writing prior to the Issue Date (including any reserves established for any such uses) plus (B) the amount of any applicable Required Retention Amount; provided, further that in connection with any amounts constituting Retained QDT Proceeds, (x) at the time of such determination no Event of Default has occurred and is continuing (or would result therefrom) and (y) the Administrative Issuer has, on or prior to the date of consummation of any Qualifying Debt Transaction, delivered a certificate signed by a Senior Officer of the Administrative Issuer to the Holder with supporting evidence in reasonable detail as to the calculation of the Retained QDT Proceeds, including amounts retained pursuant to clause (A) above and the Required Retention Amount set forth in clause (B) above and certifying that an amount equal to the Required Retention Amount shall be contributed to GMICO to avoid a capital deficiency giving rise to the Required Retention Amount. It is understood and agreed that to the extent the Issuers or any of their Subsidiaries no longer need or intend in good faith to so apply any amounts constituting Retained QDT Proceeds pursuant to clause (A)(y) or clause (B) above for the uses set forth therein (including any such amounts held or reserved for such uses), such amounts no longer so needed or intended to be so applied shall be subject to prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change pursuant to the calculation set forth in this clause (a) within five (5) Business Days of Control shall not, in and such determination without giving regard to the previous retention of itself, constitute a Default hereunderRetained QDT Proceeds by such amount. (2b) The Company shall Within five (i5) on Business Days of the date consummation of any Debt or Qualifying Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amountTransaction, the “Excess Proceeds”), prepay and Issuers shall cause the Designated Borrower to prepay all outstanding Advances in be applied an aggregate principal amount equal to such total cash proceeds (in the case Sterling Equivalent of 100% of the foregoing clause (i)) or total Net Cash Proceeds raised in respect of such Excess Proceeds (in the case Qualifying Equity Transaction against prepayment of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon on and outstanding principal amount of this Note, together with the Future Loss Payoff Amount; provided that GFI and its Subsidiaries shall be entitled to retain an amount (the “Retained QET Net Proceeds”) from all Qualifying Equity Transactions since the Issue Date not exceeding in the aggregate the sum of (A) the lesser of (x) $475,000,000 less the U.S. Dollar Equivalent Amount of the Specified Sale Holdback Amount (which for purposes of this Section 6.2(b), shall be the equivalent amount of US Dollars determined on the basis of the contractual rate which the Note Parties were able to obtain for exchanges from AUD to US Dollars as of the Trade Date (as defined in the Block Trade Sale Agreement) as has been certified to the Holder by the Administrative Issuer pursuant to Section 6.2(f)(i)) and (y) the amount of such proceeds that (1) are used or will be used to repay GHI’s then outstanding 7.200% Senior Notes due 2021 and 7.625% Senior Notes due 2021, (2) are used or will be used to pay reasonable fees (including discounts, premiums and commissions), expenses, interest and other costs related to the payoff of such Senior Notes and (3) without duplication of the amounts netted pursuant to the definition of Net Cash Proceeds, are used or will be used to fund such other uses in a manner substantially consistent with the uses described by the Issuers to the Holder in writing prior to the Issue Date (including any reserves established for any such uses) plus (B) the amount of any applicable Required Retention Amount; provided, further that in connection with any amounts constituting Retained QET Net Proceeds, (x) at the time of such determination no Event of Default has occurred and is continuing (or would result therefrom) and (y) the Administrative Issuer has, on or prior to the date of consummation of any Qualifying Equity Transaction, delivered a certificate signed by a Senior Officer of the Administrative Issuer to the Holder with supporting evidence in reasonable detail as to the calculation of the Retained QET Net Proceeds, including amounts retained pursuant to clause (A) above and the Required Retention Amount set forth in clause (B) above and certifying that an amount equal to the Required Retention Amount shall be contributed to GMICO to avoid a capital deficiency giving rise to the Required Retention Amount. It is understood and agreed that to the extent the Issuers or any of their Subsidiaries no longer need or intend in good faith to so apply any amounts constituting Retained QET Net Proceeds pursuant to clause (A)(y) or clause (B) above for the uses set forth therein (including any such amounts held or reserved for such uses), such amounts no longer so needed or intended to be so applied shall be subject to prepayment and any other amounts due hereunder, andpursuant to the calculation set forth in this clause (b) within five (5) Business Days of such determination without giving regard to the previous retention of Retained QET Net Proceeds by such amount. (c) Immediately upon the occurrence of a Change of Control (or, in connection therewiththe case of clauses (b) and (c) of the definition thereof, within five (5) Business Days), the Commitments Issuers shall repay the outstanding principal amount of this Note, together with all accrued and unpaid interest thereon, and all other outstanding Obligations (including, for the avoidance of doubt, the Future Loss Payoff Amount). (d) Upon the consummation or completion of the China Oceanwide Acquisition and solely to the extent that the China Oceanwide Acquisition results in at least $1,500,000,000 of capital contributions of which GFI and/or any of the Note Parties or their respective Subsidiaries is in receipt or possession, the Issuers shall, as promptly as practicable in light of the Note Parties’ then existing liquidity needs (as determined by the Note Parties in good faith) after such receipt or possession and in any event by June 30, 2022, cause to be applied such sums against prepayment in full of any accrued and unpaid interest on and all outstanding principal amount of this Note, together with the Future Loss Payoff Amount. (e) Subject to and without duplication of any amounts required to be paid under Section 6.2(a) and (b) above (it being understood, for the avoidance of doubt, that any dividends or other distributions made out of the proceeds of any Qualifying Debt Transaction or Qualifying Equity Transaction shall not give rise to any mandatory prepayment under this clause (e), so long as mandatory payments are made to the extent required under Section 6.2(a) and (b) above), within five (5) Business Days of: (i) (x) receipt of any dividends or other distributions in respect of any GMHI Owned Shares (including any GMHI Pledged Shares) by any Note Party (which will be deemed to be a pro rata dividend or distribution on all GMHI Owned Shares (including any GMHI Pledged Shares) whether or not in fact such dividend or distribution is pro rata), or (y) receipt by GFI or any of Subsidiaries (other than members of the GMHI Group) of any proceeds of (1) any intercompany loan, note or advance made from a member of the GMHI Group or (2) the payment or prepayment by a member of the GMHI Group on any intercompany loan, note or advance (whether by way of payment of principal or interest) made by GFI or any Subsidiaries (other than members of the GMHI Group) to a member of the GMHI Group, the Issuers shall cause to be applied an amount equal to the Sterling Equivalent of 100% of the cash proceeds of such dividend, distribution, or amounts in respect of any intercompany note or advance (as if such amounts in respect of such intercompany note or advance were a pro rata distribution on all GMHI Owned Shares (including the GMHI Pledged Shares)) against prepayment of any accrued and unpaid interest on and outstanding principal amount of this Note, together with the Future Loss Payoff Amount; (ii) any GMHI Distribution Equivalent Transaction that is not otherwise subject to subclause (i) above, the Note Parties shall be permanently reduced by deemed to have received a pro rata distribution on all GMHI Owned Shares (including any GMHI Pledged Shares) in cash in an amount equal to the Sterling Equivalent of 100% of the value of such GMHI Distribution Equivalent Transaction, and the Issuers shall cause to be prepaid in cash in the amount of such deemed distribution any accrued and unpaid interest on and outstanding principal amount of this Note, together with the Future Loss Payoff Amount; provided, that notwithstanding any requirement to make any payments referred to in clauses (e)(i) and (e)(ii) above, so long as no Event of Default has occurred and is continuing (or would result therefrom), GFI and its Subsidiaries shall be entitled (x) in the case of clause (e)(i)(x) above, to retain proceeds of dividends or other distributions attributable after giving effect to any pro rata allocation to the GMHI Owned Shares (other than the GMHI Pledged Shares), and not pay to the Holder, and (y) in the case of clause (e)(i)(y) and (e)(ii) above, with respect to the amounts attributable to the GMHI Owned Shares (excluding the GMHI Pledged Shares), to not pay to the Holder, in an aggregate amount equal to such Net Amountacross clauses (x) and (y) retained and/or not paid over not exceeding $50,000,000 (or the equivalent thereof) in each of the fiscal years ending December 31, such reduction 2021 and December 31, 2022. (f) Within five (5) Business Days of: (i) the Specified Sale by any Note Party, the Issuers shall cause to be applied an amount equal to the Commitments Sterling Equivalent of the Lenders ratably based Required Prepayment Amount of the Net Cash Proceeds received by or on behalf of the Note Parties in respect of the Specified Sale (including, for the avoidance of doubt, any “Advance Amount” as defined in the Block Trade Sale Agreement) (any such Net Cash Proceeds received in respect of the Specified Sale, the “Specified Sale Proceeds”) against prepayment of any accrued and unpaid interest on and outstanding principal amount of this Note; provided that, for purposes of this clause (f)(i), the “Required Prepayment Amount” shall be determined as follows: (A) with respect to the first $200,000,000 of the Specified Sale Proceeds received by or on behalf of the Note Parties, the Required Prepayment Amount shall equal 100% of the Specified Sale Proceeds; (B) with respect to the Specified Sale Proceeds in excess of $200,000,000 in the aggregate amount received by or on behalf of the Commitments Note Parties, but not in excess of each $275,000,000, the Required Prepayment Amount shall equal 0% of the Lenders.Specified Sale Proceeds (and, for the avoidance of doubt, GFI and its Subsidiaries shall be entitled to retain the Specified Sale Proceeds referred to this in this clause (B) and not pay such amounts over to Holder); and (C) with respect to the Specified Sale Proceeds in excess of $275,000,000 in the aggregate received by or on behalf of the Note Parties, the Required Prepayment Amount shall equal 50% (and, for the avoidance of doubt, GFI and its Subsidiaries shall be entitled to retain 50% of the Specified Sale Proceeds referred to in this clause (C) and not pay such amounts over to Holder)

Mandatory Prepayment. Subject in each case to the terms of the Intercreditor Agreement: (1a) The Company shall notify If Citadel Cinemas exercises the Administrative Agent immediately upon becoming aware of any Change of Control. Upon receipt of such notice and for a period of 90 days thereafterPurchase Option (as defined in the Lease Agreement), the Required Lenders Borrower shall be entitledprepay all Obligations in full on the Purchase Option Closing Date (as defined in the Lease Agreement); provided that, by written notice if Citadel Cinemas shall fail or refuse to close, then the Borrower shall have no obligation to prepay as herein set forth; and (b) If the Borrower shall receive and, pursuant to the Company received within such periodterms of the Lease Agreement, be entitled to terminate the Commitments in whole and require the Company and the Designated Borrower retain any insurance proceeds resulting from damage to prepay all outstanding Advances within five Business Days any of its receipt Assets (including proceeds of such noticeinsurance maintained by Citadel Cinemas), together with or proceeds resulting from any accrued and unpaid interest thereon Taking (as defined in the Lease Agreement) or shall receive a payment pursuant to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall clause (i) on of paragraph (c) of Section 19 of the date Lease Agreement, the Borrower shall use the full amount of such sums, after payment of any Debt or Equity Issuance yielding total cash proceeds out-of-pocket expenses incurred by the Borrower in an connection therewith, to pay (i) first, any outstanding principal amount at least equal to $100,000,000 (a “Qualifying Issuance”) of the Nationwide Indebtedness, and (ii) on second, any outstanding principal amount of the date Indebtedness under this Agreement; provided, however, that, with the prior written approval of Nationwide (which it may elect to grant or withheld in its sole discretion), the Borrower may apply all of such sums to prepay the principal Indebtedness outstanding hereunder until paid in full, in which event all such excess shall be applied in reduction of the principal balance of the Nationwide Indebtedness; provided, further, that, if at the time of the Borrower's receipt of any Debt of the aforesaid sums, there is no amount then outstanding hereunder or Equity Issuance other less than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment full amount has not yet been made under this paragraph, in excess of $100,000,000 (such excess amountdrawn hereunder, the “Excess Proceeds”Borrower shall utilize such sums to prepay other Indebtedness (or distribute such sums to its sole Member for such use) or the Nationwide Indebtedness and, to the extent that such sums are applied in reduction of the principal of such other Indebtedness (or so used by such Member), prepay and cause the Designated Borrower to prepay all outstanding Advances Commitment hereunder shall be reduced dollar for dollar. (c) If the Acquisition Cost (as defined in the Lease Agreement) is reduced by the Acquisition Cost Adjustment (as defined in the Lease Agreement) as a result of the termination of the Sub-Management Agreement, then (i) the Commitment shall be reduced by an aggregate principal amount equal to such total cash proceeds (in the case lesser of the foregoing clause Acquisition Cost Adjustment and the unused Commitment and (i)ii) or such Excess Proceeds (in if the case amount of the foregoing clause reduction under Section 2.6(c)(i) is less than the Acquisition Cost Adjustment, then (ii))A) the Borrower, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to within 30 days after the date of prepayment and any other amounts due hereunderthe adjustment for the Acquisition Cost Adjustment is made under the Lease Agreement, and, in connection therewith, the Commitments shall be permanently reduced by pay an aggregate amount equal to such Net Amount, such the excess of the Acquisition Cost Adjustment over the amount of the reduction in the Commitment under Section 2.6(c)(i) to be applied to the Commitments of the Lenders ratably based on the aggregate (I) first, any outstanding principal amount of the Commitments of each Nationwide Indebtedness, and (II) second, any outstanding principal amount of the LendersIndebtedness under this Agreement; provided, however, that, with the prior written approval of Nationwide (which it may elect to grant or withheld in its sole discretion), the Borrower may apply all of such sums to prepay the principal Indebtedness outstanding hereunder until paid in full, in which event all such excess shall be applied in reduction of the principal balance of the Nationwide Indebtedness, and (B) the Commitment shall be reduced by the amount of Loans as so prepaid.

Mandatory Prepayment. (1i) The Company shall notify If at any time from and after the Administrative Agent immediately upon becoming aware of Closing Date: (i) the Loan Party or GGP, Inc. merges or consolidates with another Person and the Loan Party is not the surviving entity, or (ii) the Loan Party or any Change of Control. Upon receipt of such notice and for a period of 90 days thereafterConsolidated Subsidiary or any Minority Holding sells, transfers, assigns, conveys or suffers foreclosure as to assets, the Required Lenders 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 twenty percent (20%) of the then Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (exclusive of Limited Minority Holdings existing as of the Closing Date) of the Loan Party and their Consolidated Subsidiaries exceeds twenty percent (20%) of the then Capitalization Value, or (iv) the Management Company ceases to provide property management and leasing services to at least seventy-five percent (75%) of the total number of Real Properties in which the Loan Party or their Subsidiaries has an ownership interest, excluding any such Real Properties that are Limited Minority Holdings (the date any such event shall occur being the "Prepayment Date"), the Borrower shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower required to prepay all outstanding Advances within five Business Days of its receipt of the Loans in their entirety as if the Prepayment Date were the Termination Date. The Borrower shall immediately make such notice, prepayment together with any interest accrued and unpaid interest thereon to the date of 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 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. As used in this Section 4.1(d)(i) only, the phrase "sells, transfers, assigns or conveys" shall not include (i) sales or conveyances between or among Loan Party and any other amounts due hereunder. Notwithstanding any other provision contained hereinConsolidated Subsidiaries, a Change or (ii) mortgages secured by Real Property, or (iii) sales or conveyances of Control shall notSecurities representing interests in or obligations of the Loan Party or newly-formed Subsidiaries or Minority Holdings in connection with the acquisition of interests in Real Property, in or (iv) sales or conveyances of non-mall assets of JP Realty, Inc. and of itself, constitute a Default hereunderits Subsidiaries. (2ii) The Company If (A) an Event of Default shall occur under Section 10.12(e) hereof and for so long as it shall be continuing, then, in addition to all other rights and remedies of the Administrative Agent and the Lenders hereunder in respect of such Event of Default, or (B) the ratio as of the first day of a calendar quarter of (i) Combined EBITDA for the immediately preceding calendar quarter to (ii) Fixed Charges shall be less than 1.6 to 1.0, then until such time as such ratio shall equal or exceed 1.6 to 1.0 measured as of the first day of a subsequent calendar quarter for the immediately preceding four calendar quarters, the Borrower shall apply all External Revenues, within thirty (30) days after receipt thereof, to pay or prepay, as the case may be, on a pro rata basis, all Total Adjusted Outstanding Unsecured Indebtedness for borrowed money, including, without limitation, the date Loans then outstanding hereunder; provided, however, that no such application of External Revenues, nor any demand therefor or acceptance thereof by the Administrative Agent, the Lenders or any other lender, shall result in any waiver, release, limitation or impairment of any Debt Obligation of the Borrower, or Equity Issuance yielding total cash proceeds of any right, remedy or recourse of the Administrative Agent and the Lenders, in connection with an Event of Default as described in clause (A) of this Section. (iii) Immediately upon receipt by GGP, Inc. or a Loan Party of any External Revenues at any time other than as described in Section 4.1(d)(ii) above, the Borrower shall repay the Loans in an amount calculated as follows: (A) if at least the time such External Revenues are received the amount of Credit Obligations outstanding hereunder is more than $150,000,000, the amount of such External Revenues which must be used to repay Loans shall equal 80% of such External Revenues. (B) if at the time such External Revenues are received the amount of Credit Obligations outstanding hereunder is equal to or less than $100,000,000 (a “Qualifying Issuance”) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount150,000,000, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments such External Revenues which must be used to repay Loans shall equal 70% of each of the Lenderssuch External Revenues.

Mandatory Prepayment. (1i) The Company shall notify Not later than the Administrative Agent third Business Day immediately upon becoming aware of any Change of Control. Upon receipt of such notice and for a period of 90 days thereafter, the Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days of its receipt of such notice, together with any accrued and unpaid interest thereon to following the date of the receipt thereof by Borrower, an amount equal to 100% of the cash proceeds (net of all reasonable and customary payments, fees, commissions and expenses (including reasonable fees and expenses of legal counsel and investment banking fees and expenses, sales commissions and relocation fees and expenses) incurred in connection with such transaction from any Qualified Debt Financing, shall be applied as mandatory prepayment of principal of and any other amounts due hereunder. Notwithstanding any other provision contained hereinaccrued interest on (x) first, a Change of Control shall notthe then outstanding Tranche B Loans, and (y) second, once no Tranche B Loans remain outstanding, the then outstanding Tranche A Loans, in and of itself, constitute each case on a Default hereunder. pro rata basis with respect to the applicable Lenders. To the extent there are proceeds remaining after application in accordance with the foregoing clauses (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”x) and (ii) on the date of any Debt or Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amounty), the “Excess Proceeds”), prepay and cause Tranche B Commitments shall be reduced by the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash excess proceeds (in the case of the foregoing clause (i)) or until reduced to $0, then if any such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amountexcess proceeds still remain, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Tranche A Commitments shall be permanently reduced by an aggregate amount equal to such Net Amountremaining excess proceeds until reduced to $0, in each case on a pro rata basis with respect to the applicable Lenders. Notwithstanding the foregoing, if the Qualified Debt Financing is of a type set forth in clause (b) of the definition of such term, such proceeds shall be applied first, to the reduction of the Tranche B Commitments until reduced to $0, then if any excess proceeds still remain, to the reduction of the Tranche A Commitments by an amount equal to such remaining excess proceeds until reduced to $0, in each case on a pro rata basis with respect to the applicable Lenders and second, as set forth in foregoing clauses (x) and (y). (ii) Not later than the third Business Day immediately following the date of the receipt thereof by Borrower, an amount equal to 100% of the cash proceeds (net of all reasonable and customary payments, fees, commissions and expenses (including reasonable fees and expenses of legal counsel and investment banking fees and expenses, sales commissions and relocation fees and expenses) incurred in connection with such transaction from any Qualified Equity Financing shall be applied as mandatory prepayment of principal of and accrued interest on (x) first, the then outstanding Tranche B Loans, and (y) second, once no Tranche B Loans remains outstanding, the then outstanding Tranche A Loans, in each case on a pro rata basis with respect to the applicable Lenders. To the extent there are proceeds remaining after application in accordance with the foregoing clauses (x) and (y), the Tranche B Commitments shall be reduced by the amount equal to such excess proceeds until reduced to $0, then if any such excess proceeds still remain, the Tranche A Commitments shall be reduced by an amount equal to such remaining excess proceeds until reduced to $0, in each case on a pro rata basis with respect to the applicable Lenders. (iii) In the event an Asset Sale (as defined in the Indenture) occurs, Borrower shall, to the extent permitted by the Indenture, use, or cause its Restricted Subsidiary to use, to the extent not reinvested in Additional Assets (as defined in the Indenture) within the time period required by the Indenture, the Net Cash Proceeds (as defined in the Indenture) therefrom to the prepayment of the Loans, which shall be applied to the Commitments principal of and accrued interest on (x) first, the Lenders ratably based on outstanding Tranche B Loans and (y) second, once no Tranche B Loans remain outstanding, the aggregate amount of then outstanding Tranche A Loans. In connection with any such prepayment, Borrower shall reduce the Commitments of each of to the Lendersextent required by the Indenture. (iv) Once terminated, such Commitments may not be reinstated.

Mandatory Prepayment. (1) The Company If any Loan Party or any Subsidiary receives Net Cash Proceeds from any Disposition or Extraordinary Receipt or Net Casualty Proceeds, the Borrower shall notify the Administrative Lenders and the Agent immediately upon becoming aware of any Change of Controlin writing thereof. Upon Unless the Required Lenders have sent written notice to the Borrower, by the third Business Day after the date on which the applicable Loan Party or Subsidiary received such proceeds, the Borrower shall prepay the Obligations within five Business Days after such receipt in an amount equal to 100% of such notice Net Cash Proceeds from any Disposition or Extraordinary Receipt or Net Casualty Proceeds (or such lesser amount as the Required Lenders may specify) (together with payment to the Agent, for the benefit of the Lenders, of the amounts described in Section 2.12.2); provided, however, that the Loan Parties may, in lieu of such prepayment, retain a portion of such Net Casualty Proceeds and Net Cash Proceeds from Extraordinary Receipts (but not, for a clarity, Net Cash Proceeds from Dispositions) in an aggregate amount not to exceed $250,000 in any Fiscal Year and $750,000 in any period of 90 three consecutive Fiscal Years, so long as such Net Casualty Proceeds and Net Cash Proceeds from Extraordinary Receipts (y) are used to repair or replace the assets damaged, destroyed or condemned with like or similar assets of substantially equal or better value or utility or are otherwise reinvested in assets (other than inventory (raw or finished goods)) then used or usable in the business of the Loan Parties, in each case, within 180 days thereafter, (or such longer period of time as the Required Lenders shall approve in their sole discretion, such approval not to be entitled, by written notice unreasonably withheld as long as the Borrower is and has been diligently working to repair or replace the Company received within such period, to terminate the Commitments in whole and require the Company and the Designated Borrower to prepay all outstanding Advances within five Business Days damaged asset but not longer than an additional 180 days) of its receipt of such noticeproceeds, together with any accrued and unpaid interest thereon to the date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (iiz) on are utilized by the date of any Debt or Equity Issuance Loan Parties for purposes that are not inconsistent with this Agreement and the other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the case of the foregoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the “Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and any other amounts due hereunder, and, in connection therewith, the Commitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be applied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the LendersLoan Documents.