Common use of Mandatory Prepayments and Commitment Reductions Clause in Contracts

Mandatory Prepayments and Commitment Reductions. (i) (1) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(B)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceeds.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Majority Facility Lenders of each affected Facility shall otherwise agree with the Borrower not to require such a prepayment of the Term Loans, (i) if any Capital Stock shall be issued by the Borrower or any of its Subsidiaries for cash (1) Within 365 days other than the issuance by the Borrower of Capital Stock to directors, officers or employees or to consultants pursuant to any stock option plan of the Borrower or any Subsidiary the Net Cash Proceeds of which shall not exceed in the aggregate $5,000,000 in any fiscal year unless such issuance is made pursuant to the employee stock purchase plan of the Borrower existing on the date hereof (as it may be extended amended, modified, supplemented or replaced so long as after giving effect to any such amendment, modification, supplement or replacement, the eligible participants under such plan are not substantially different)), and the Consolidated Leverage Ratio at such time is greater than 2.75, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans as set forth in Section 2.12(d), or (ii) if any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B)7.2) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Unless the Majority Facility Lenders of each affected Facility shall otherwise agree with the Borrower not to require such a prepayment of the Term Loans, if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount by which equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(d). (c) Unless the Majority Facility Lenders of each affected Facility shall otherwise agree with the Borrower not to require such a prepayment of the Term Loans, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2003, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the Excess Cash Flow Percentage of such Excess Proceeds exceeds $100,000,000 and following Cash Flow toward the prepayment of the Term Loans as set forth in Section 2.12(d). Each such repayment the Total Revolving Credit Commitment prepayment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated made on a pro rata basis to each Lender). The Borrower will prepay Loans date (and permanently reduce Total Revolving Credit Commitmentsan "Excess Cash Flow Application Date") with Excess Proceeds within 30 days no later than 5 Business Days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds on which the financial statements of at least $100,000,000 has been used the Borrower referred to repay or purchase Senior Notesin Section 6.1(a), subjectfor the fiscal year with respect to which such prepayment is made, are delivered to each Lender’s ability the Lenders. (d) Amounts to reject such be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied to the prepayment of the Term Loans. The application of any prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default 2.12 shall have occurred and be continuingmade, the Borrower may reinvest or cause first, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; providedABR Loans and, that such investment in any business is in the form second, to Eurodollar Loans. Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment Term Loans under Section 2.12 shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree with the Borrower not to require such a prepayment of the Term Loans and the reduction of the Revolving Credit Commitments, if any Capital Stock shall be issued (other than (i) (1) Within 365 days the issuance of Capital Stock pursuant to the Warrant (as may be extended defined in the Acquisition Agreement as in effect on the date hereof) and (ii) the issuance by the Borrower of Capital Stock to outside directors, members of management or employees of the Borrower or any Subsidiary in the ordinary course of business the Net Cash Proceeds of which shall not exceed $5,000,000 in any fiscal year), or Indebtedness incurred, by the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.2 (other than Section 7.2(g) in respect of the initial issuance of the Senior Subordinated Notes)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(d). (b) Unless the Required Prepayment Lenders shall otherwise agree with the Borrower not to require such a prepayment of the Term Loans and the reduction of the Revolving Credit Commitments, if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(d); provided that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirements pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount by equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(d). (c) Unless the Required Prepayment Lenders shall otherwise agree with the Borrower not to require such a prepayment of the Term Loans and the reduction of the Revolving Credit Commitments, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 1998, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply 75% of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a) for the fiscal year with respect to which such Excess Proceeds exceeds $100,000,000 prepayment is made are required to be delivered to the Lenders and following (ii) the date such repayment financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.10 shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitment shall be permanently reduced by Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on a pro rata basis terms and conditions satisfactory to each Lender)the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default 2.10 shall have occurred and be continuingmade, the Borrower may reinvest or cause first, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; providedABR Loans and, that such investment in any business is in the form second, to Eurodollar Loans. Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Loans under Section 2.10 (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that except in the case of clause (xRevolving Credit Loans that are ABR Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamount prepaid.

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be incurred by any Group Member (1) Within 365 days (as may be extended excluding any Indebtedness permitted in accordance with Section 2.3(b)(i)(B7.2 (other than Term Loan Refinancing Indebtedness)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(e); provided that prepayments pursuant to this Section 2.11(a) shall be accompanied by any fees payable with respect thereto pursuant to Section 2.10(b). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, the Asset Sale Percentage of such Net Cash Proceeds shall be applied within 10 Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.11(e); provided, that, notwithstanding the foregoing, no such prepayment shall be required to the extent that the aggregate Net Cash Proceeds received from Asset Sales or Recovery Events is less than in any fiscal year is less than, $50,000,00065,000,000 (it being understood that only amounts in excess of such thresholds shall be required to be applied to any prepayment); provided further that on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(e); provided further that, notwithstanding the foregoing, such Net Cash Proceeds may be applied towards the prepayment or purchase of Pari Passu Secured Indebtedness to the extent the documentation governing such Indebtedness requires such a prepayment or purchase with Net Cash Proceeds from any Asset Sale or Recovery Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness (provided that, in the event that the Borrower or applicable Restricted Subsidiary makes an offer to the holders of such Pari Passu Secured Indebtedness to prepay or purchase such Pari Passu Secured Indebtedness in an amount permitted under this Section 2.11(b), to the extent that such offer is declined by holders of such Pari Passu Secured Indebtedness (the declined amount, the “Other Debt Declined Amount”), the Borrower shall be required to prepay Term Loans in an amount equal to such Other Debt Declined Amount as if the Other Debt Declined Amount were Net Cash Proceeds received on the final date by which such declining holders were required to give notice of their Other Debt Declined Amount). (c) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply toward the prepayment of the Term Loans as set forth in Section 2.11(e) the excess of (x) the ECF Percentage of such Excess Cash Flow over (y) solely to the extent not funded with the proceeds of long-term Indebtedness or the proceeds of any issuance of Capital Stock, the aggregate amount of (1) all optional prepayments of Term Loans made during such Excess Cash Flow Period pursuant to Section 2.10, (2) all optional prepayments of Pari Passu Secured Indebtedness made during such Excess Cash Flow Period, (3) all prepayments of ABL Loans during such Excess Cash Flow Period to the extent accompanied by a permanent reduction of the ABL Commitments, and (4) all Loan purchases made during such Excess Cash Flow Period pursuant to Section 2.25 and Section 10.6(e) (provided that the aggregate amount of any such purchase shall be the amount of the Borrower’s cash payment in respect of such purchase). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than 10 Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the Excess Cash Flow Period with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) On or a Restricted Subsidiary’s receipt after the fifth anniversary of Net Proceeds the ClosingFourth Amendment Effective Date, the Borrower shall pay in cash all accrued interest and/or original issue discount (as determined for U.S. federal income tax purposes) to the extent necessary so that the Initial Term Loans will not be classified as “applicable high yield discount obligations” under Section 163(i) of the Code (or any successor provision). It is the intent of the Borrower that payments on the Initial Term Loans made pursuant to this Section 2.11(d) be made such that Section 163(e)(5) of the Code (or any successor provision) would not apply to the Initial Term Loans and the provisions of this Agreement related to the Initial Term Loans shall be applied consistently therewith. The computations and determinations made by the Borrower for purposes of this Section 2.11(d) shall be binding upon each Lender. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any Asset Sale covered prepayment pursuant to this Section 2.11 shall be made first, to ABR Loans, second to RFR Loans, and, third, to Term Benchmark Loans. Each prepayment of the Loans under this Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) With respect to any prepayment pursuant to this Section 9.5 2.11 of Initial Term Loans and, unless otherwise specified in the Borrower or such Restricted Subsidiaryapplicable Incremental Term Loan Activation Notice, other Term Loans, any Term Lender, at its option, may apply elect not to accept such prepayment. The Borrower shall notify the Net Proceeds from such Asset Sale in accordance with Administrative Agent of any event giving rise to a prepayment under this Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of 2.11 at least $100,000,000 has been used three Business Days prior to repay or purchase Senior Notes, the Borrower date of such prepayment. Each such notice shall cause to be prepaid an aggregate principal amount specify the date of Loans such prepayment and Senior Notes, on provide a pro rata basis, equal to 100% reasonably detailed calculation of the amount of such prepayment that is required to be made under this Section 2.11. Any Lender may decline to accept all (but not less than all) of its share of any such prepayment (the “Declined Amount”) by which such Excess Proceeds exceeds $100,000,000 and following such repayment providing written notice to the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days Administrative Agent no later than two Business Days after the date of such L▇▇▇▇▇’s receipt of notice from the Administrative Agent regarding such prepayment. If the Lender does not give a notice to the Administrative Agent on or prior to such second Business Day informing the Administrative Agent that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used it declines to repay or purchase Senior Notesaccept the applicable prepayment, subject, then such Lender will be deemed to each Lenderhave accepted such prepayment. Such L▇▇▇▇▇’s ability to reject such prepayment pursuant to Section 2.3(b)(iii)Declined Amount may be retained by the Borrower. (Ag) So long as no Event Notwithstanding any other provisions of Default shall have occurred and be continuingthis Section 2.11, to the Borrower may reinvest extent any or cause to be reinvested all or any portion of any the Net Cash Proceeds received from of any Asset Sale covered by Section 9.5 a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (x) in (1) any one or more businesses; providedincluding financial assistance, that such investment in any business is in corporate benefit restrictions on upstreaming of cash intra group and the form fiduciary and statutory duties of the acquisition directors of Capital Stock and results in such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or a Restricted Subsidiary, as any applicable Domestic Subsidiary or if the case may be, owning an Borrower has determined in good faith that repatriation of any such amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary; provided, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (in the case of clause Excess Cash Flow, net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans pursuant to this Section 2.11 (x) above, a binding commitment provided that no such prepayment of the Term Loans pursuant to this Section 2.11 shall be treated as a permitted application required in the case of any such Net Cash Proceeds or Excess Cash Flow the Net Proceeds from repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), the Borrower applies an amount equal to the amount of such commitment; provided that (1) Net Cash Proceeds or Excess Cash Flow to such investment is consummated within 635 days after receipt reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less (in the case of Excess Cash Flow) the amount of additional taxes that would have been payable or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) reserved against if such investment is not consummated within the period set forth in subclause Excess Cash Flow had been repatriated (1)or, if less, the Net Cash Proceeds not so applied will or Excess Cash Flow that would be deemed to be Excess Proceedscalculated if received by such Foreign Subsidiary).

Mandatory Prepayments and Commitment Reductions. (a) On any date on which (i) the outstanding Revolving Extensions of Credit exceed the aggregate Revolving Commitments, (1ii) Within 365 days any member of the Restricted Group shall receive Net Cash Proceeds from a Recovery Event, provided that five (as may 5) Business Days shall have elapsed without a Reinvestment Notice being delivered to the Administrative Agent in respect thereof, (iii) any Indebtedness other than Indebtedness permitted under Section 22(a) of the Master Lease shall be extended in accordance with Section 2.3(b)(i)(B)issued or incurred by any member of the Restricted Group, or (iv) after any member of the Borrower’s or a Restricted Subsidiary’s receipt of Group shall receive Net Cash Proceeds of from any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior NotesSale, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to will apply 100% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that excess in the case of clause (x) abovei), 50% of such Net Cash Proceeds in the case of clause (ii), 100% of such Net Cash Proceeds in the case of clause (iii), and 80% of such Net Cash Proceeds in the case of clause (iv), to repay Loans and, to the extent of any such amount remaining after repayment of all outstanding Loans (because of outstanding L/C Obligations), replace outstanding Letters of Credit and/or deposit an amount in cash in a binding commitment cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. On each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be treated applied toward the prepayment of the Loans, replacement of outstanding Letters of Credit and collateralization of L/C Obligations as set forth in the first sentence of this subsection (a). (b) Amounts to be applied in connection with Revolving Commitment reductions made pursuant to subsection (c) below shall be applied to reduce permanently the Revolving Commitments unless the Required Lenders waive the same in accordance with Section 10.1. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a permitted portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. (c) The Revolving Commitments shall be reduced in the manner specified in clause (b) above automatically and without further act by any Person on any date on which the Reference Amount (as defined in the Master Lease) is reduced pursuant to the definition thereof. (d) The application of any prepayment pursuant to this Section 2.6 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Net Proceeds from Loans under this Section 2.6 shall be accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or amount prepaid and any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamounts due under Section 2.15.

Mandatory Prepayments and Commitment Reductions. (a) In addition to any optional payments of principal of the Loans effected under SECTIONS 2.07, 3.07, 4.07, and 5.07, the Borrowers shall make, or shall cause the applicable Subsidiary to make, prepayments in the manner set forth in subsection (b) below in amounts equal to (i) one hundred percent (1100%) Within 365 days (as may be extended of the first $150,000,000 in accordance with Section 2.3(b)(i)(B)) after the Borrower’s or a Restricted Subsidiary’s receipt of aggregate Net Proceeds from Debt Offerings and Permitted Asset Securitizations permitted under SECTION 10.13, collectively, (ii) fifty percent (50%) of any the aggregate Net Proceeds above $150,000,000 in amount from Debt Offerings and Permitted Asset Sale covered by Section 9.5 the Borrower or such Restricted SubsidiarySecuritizations permitted under SECTION 10.13, at its optioncollectively, may apply and (iii) one hundred percent (100%) of the Net Proceeds from such Asset Sale above $50,000,000 in accordance with Section 2.3(b)(i)(B). Any aggregate Net Proceeds not applied in accordance with Section 2.3(b)(i)(Bfrom Asset Dispositions permitted under SECTION 10.04(b)(i) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iiiii). (Ab) So long as no Event All mandatory prepayments made pursuant to this SECTION 9.17 shall (i) be made pro rata (such pro rata determination based on the Applicable Total Facility Commitment of Default shall have occurred and be continuing, each Facility) among the Borrower may reinvest or cause Facilities to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form Applicable Facility Agent for the benefit of the acquisition Applicable Lenders within ten (10) Business Days of Capital Stock receipt of such proceeds and results upon not less than five (5) Business Days' written notice to the Applicable Facility Agents, which notice shall include a certificate of an Authorized Representative setting forth in reasonable detail the Borrower or a Restricted Subsidiary, as calculations utilized in computing the case may be, owning an amount of such prepayments, and (ii) permanently reduce the Capital Stock Applicable Total Facility Commitment of the Facility to which payment is made by the amount of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitmentpayment; provided that (A) the Total US Facility Commitment shall not be reduced below $250,000,000 so long as the US Facility Borrowers shall not have elected the US Term Loan option provided for in SECTION 2.13 at the time of the mandatory prepayment required by this SECTION 9.17 and all amounts that would have been applied to permanently reduce the Total US Facility Commitment but for this clause (A) shall be applied pro rata among the other Facilities, (B) if the US Facility Borrowers shall have elected the US Term Loan option provided for in SECTION 2.13 at the time of the mandatory prepayment required by this SECTION 9.17, such mandatory prepayments shall be applied to the US Term Loans installments of principal in inverse order of their maturities (as adjusted to give effect to any prior payments or prepayments of principal), and (C) if the Canadian Facility Borrowers shall have elected the Canadian Term Loan option provided for in SECTION 4.13 at the time of the mandatory prepayment required by this SECTION 9.17, such mandatory prepayments shall be applied to the Canadian Term Loans installments of principal in inverse order of their maturities (as adjusted to give effect to any prior payments or prepayments of principal). (c) The Applicable Facility Agent shall give each Applicable Lender, within one (1) such investment is consummated within 635 days after receipt Business Day, telefacsimile notice of each notice of prepayment required by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsthis SECTION 9.17.

Mandatory Prepayments and Commitment Reductions. (ia) If on any date the US Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three Business Days toward the prepayment of the Term Loans as set forth in Section 4.06(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.06(d). (1b) Within 365 days If on any date the US Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Capital Market Transactions, then an amount equal to 75% of the Net Cash Proceeds from such Capital Market Transaction (to the extent such Net Cash Proceeds, together with the Net Cash Proceeds from prior Capital Market Transactions after the Original Closing Date are in excess of $200,000,000) shall be applied within five Business Days of such issuance or incurrence to the prepayment of the Term Loans as may set forth in Section 4.06(d); provided, that, notwithstanding the foregoing, any Net Cash Proceeds from any Capital Market Transactions of less than $200,000,000 shall be extended applied to prepay any amounts outstanding under the Revolving Credit Facility. (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 4.06(a) or (b) shall be applied to the prepayment of the Term Loans in accordance with Section 2.3(b)(i)(B)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender4.13(a)(iii). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default 4.06 shall have occurred and be continuingmade, the Borrower may reinvest or cause first, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by ABR Loans and, second, to Eurodollar Loans in a manner that minimizes amounts due under Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form 4.11. Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment Loans under Section 4.06 shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamount prepaid.

Mandatory Prepayments and Commitment Reductions. (ia) In the event the Consolidated Leverage Ratio then exceeds 3.00:1.00, if any Capital Stock shall be issued by any Group Member (1other than any Capital Stock sold to management of any Group Member in connection with option or other compensation arrangements or issued to another Group Member), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(d) Within 365 days not later than the Business Day following receipt of such Net Cash Proceeds. (as may b) In the event the Consolidated Leverage Ratio then exceeds 3.00:1.00, if any Indebtedness shall be extended incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.2), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(d) after not later than the Borrower’s or a Restricted Subsidiary’s Business Day following receipt of such Net Cash Proceeds. (c) If on any date any Group Member shall receive Net Cash Proceeds of from any Asset Sale covered by or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied toward the prepayment of the Term Loans as set forth in Section 9.5 2.12(d) not later than the Business Day following receipt of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any fiscal year of the Borrower or such Restricted Subsidiaryand (ii) on each Reinvestment Prepayment Date, at its optionan amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(d). (d) The application of any prepayment pursuant to Section 2.12 shall be made, may apply the Net Proceeds from such Asset Sale first, to ABR Loans and, second, to Eurodollar Loans, in each case in accordance with Section 2.3(b)(i)(B2.18(b). Any Net Proceeds not applied in accordance with Each prepayment of the Loans under Section 2.3(b)(i)(B2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) shall constitute “Excess Proceeds”. If at any time the aggregate amount US Dollar Amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds the Total Revolving Extensions of at least $100,000,000 has been used to repay Credit or purchase Senior Notesthe US Dollar Amount of the L/C Obligations exceed 105% of the Total Revolving Commitments or the L/C Commitment, respectively, as a result of the fluctuation of currency values, the Borrower shall cause immediately repay the aggregate outstanding Revolving Loans or reimburse any drawings under Letters of Credit, to be prepaid an the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate principal amount of outstanding Revolving Loans and Senior Notes, on a pro rata basis, equal to 100% reimbursement in full of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount any drawings under Letters of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuingCredit, the Borrower may reinvest or cause shall provide cash collateral for Letters of Credit, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that the extent required to eliminate such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assetsexcess, in each of (1), (2) form and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed substance reasonably satisfactory to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess ProceedsAdministrative Agent.

Mandatory Prepayments and Commitment Reductions. (a) The following amounts, to the extent received by Parent, the Borrower or any Subsidiary, shall be (x) if prior to the Funding Date, automatically applied to reduce the Commitments on the date of such receipt and (y) if on or after the Funding Date, applied within three Business Days of the date of such receipt to prepay any outstanding Loans, without duplication: (i) 100% of the Net Cash Proceeds of all Capital Raising Transactions, (1ii) Within 365 days 100% of the Net Cash Proceeds of all Material Asset Sales, provided that no prepayment of the Loans or reduction of the Commitments will be required pursuant to this clause (as may ii) unless and until the Net Cash Proceeds from all Material Asset Sales in the aggregate exceed $300,000,000, and then only such excess amount shall be extended required to be applied towards prepayment of the Loans or reduction of the Commitments, (iii) 100% of the committed amount of the term loans under any Qualifying Loan Facility (such reduction of the Commitments to occur automatically upon the effectiveness of definitive documentation for such credit facility and receipt by the Administrative Agent of a notice from the Borrower that such credit facility constitutes a Qualifying Loan Facility), and (iv) 100% of the Net Cash Proceeds from any credit facility of Parent, the Borrower or any Subsidiary for the purpose of financing any portion of the Transactions, in each case on or after the date of the Commitment Letter (including the Combined Facility, but only to the extent that the aggregate amount of commitments and loans thereunder (without duplication) exceed $3,000,000,000). (b) In the event that the Borrower makes an Extension Request in accordance with Section 2.3(b)(i)(B)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes2.15, the Borrower shall cause to be prepaid prepay the Loans on the Initial Maturity Date in an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 10035.0% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid outstanding as of the Initial Maturity Date (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii“Amortization Payment”). (Ac) So long as no Event Each prepayment of Default a Borrowing shall have occurred be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.08 and be continuing, the Borrower may reinvest made without penalty or cause to be reinvested all or premium (other than any portion of any Net Proceeds received from any Asset Sale covered break funding payments required by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (13.05), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceeds...

Mandatory Prepayments and Commitment Reductions. (i) (1) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(B)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the outstanding balance of the Revolving Loan exceeds the lesser of (A) the Maximum Amount and (B) the Revolving Credit Availability, less, in each case, the outstanding Swing Line Loan at such time, Borrower shall immediately repay the outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. (A) Immediately upon receipt by any Credit Party of proceeds of any asset disposition (including condemnation proceeds, but excluding proceeds of asset dispositions permitted by Section 6.8(a) or (b)), Borrower shall prepay the Loans in an amount equal to the amount by which all such proceeds, net of (1) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non- Affiliates), (2) transfer taxes, (3) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (4) an appropriate reserve for income taxes in accordance with GAAP in connection therewith, exceeds one million five hundred thousand dollars ($1,500,000) in any Fiscal Year; provided that such prepayments shall be made in increments of $100,000 only (any amount not paid as a result of this requirement shall be accumulated and paid when the aggregate amount of Excess Proceeds exceeds $100,000,000 such accumulation shall meet the required prepayment increment). For the purposes of this Section 1.3(b)(ii)(A) the Credit Parties shall not be deemed to have received proceeds of any disposition permitted pursuant to Section 6.8(c) or (d) to the extent that such proceeds are redeployed to replace the asset disposed of in the manner and Excess Proceeds within the time period provided in such sections. To the extent that such proceeds are not so redeployed within such time period, such proceeds shall be deemed received by the Credit Parties upon the expiration of at least $100,000,000 has been used to repay such period. Any such prepayment shall be applied in accordance with clause (c) below. (B) Immediately upon receipt by any Credit Party of proceeds of any sale of Stock or purchase Senior Notesof all or substantially all of the assets of any Subsidiary or Permitted Joint Venture in accordance with Section 6.8(e), the Borrower shall cause to be prepaid prepay the Loans in an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% all such proceeds, net of: (i) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (ii) transfer taxes, (iii) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (iv) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. (iii) If Borrower issues Stock or any Indebtedness, other than Stock or Indebtedness issued as a part of the consideration for a Permitted Acquisition and other than Indebtedness permitted pursuant to Section 6.3, then no later than the Business Day following the date of receipt of the proceeds thereof, Borrower shall prepay the Revolving Loan in an amount by which equal to all such Excess Proceeds exceeds $100,000,000 proceeds, net of underwriting discounts and following commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such repayment the Total Revolving Credit Commitment prepayment shall be permanently reduced by applied in accordance with clause (c) below. (iv) Commencing on September 30, 2000 (the "Amortization Commencement Date") and on the last business day of each Fiscal Quarter thereafter until the Commitment Termination Date, the Borrower shall repay the Revolving Loan outstanding in quarterly installments equal to the lesser of: (x) the percentage of the aggregate principal amount of the Loans so prepaid (allocated Revolving Loan outstanding on a pro rata basis to each Lender). The Borrower will prepay Loans (the Amortization Commencement Date set forth opposite the period in which such fiscal quarter ends below and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness the amount of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from Revolving Loan outstanding concurrent on the date of such commitment; provided that installment: Period Percentage ------ ---------- September 30, 2000 7.50% through September 29, 2002 September 30, 2002 10.0% and thereafter (1v) such investment is consummated within 635 days after receipt by Notwithstanding anything else in this Agreement to the Borrower contrary, all Obligations shall be due and payable, and all Letters of Credit (or any Restricted Subsidiary of standby guarantees therefor) shall be cancelled or returned or cash collateralized in accordance with Annex B, on the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess ProceedsCommitment Termination Date.

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be Incurred by any Group Member (1) Within 365 days (as may other than any Indebtedness permitted to be extended Incurred by any such Person in accordance with Section 2.3(b)(i)(B7.2)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which Net Cash Proceeds within one (1) Business Day after the receipt of such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment proceeds, shall be permanently reduced by applied on the aggregate principal amount date of such issuance or Incurrence toward the prepayment of the Loans so prepaid as set forth in clause (allocated g) of this Section 2.11. (b) Subject to clause (d) of this Section 2.11, if, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (i) the ECF Percentage for such period of such Excess Cash Flow minus (ii) $10,000,000 minus (iii) at the election of the Borrower Representative, to the extent not funded with (x) the proceeds of Indebtedness constituting “long term indebtedness” (or a comparable caption) under GAAP (other than Indebtedness in respect of any revolving credit facility) or (y) the proceeds of Permitted Cure Securities applied pursuant to Section 9.3, the aggregate amount of (1) all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction permitted hereunder, (2) voluntary prepayments of Term Loans and Revolving Loans (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments) (including pursuant to Section 2.23) and (3) voluntary prepayments and repurchases (to the extent of the actual cash purchase price paid for such loan buyback and not the par value) (including any “yanks” of non-consenting lenders thereunder) of Indebtedness (other than the Obligations) that constitutes First Lien Obligations or Junior Lien Obligations made by Top Borrower or any of its Restricted Subsidiaries, in the case of clauses (1) through (3) above, during the Excess Cash Flow Period or, at the election of the Borrower Representative in its sole discretion and without duplication with future periods, following such Excess Cash Flow Period and prior to such Excess Cash Flow Application Date (and including the amount of any such prepayments and repurchases made in any previous Excess Cash Flow Period and not applied with respect to such previous Excess Cash Flow Period or any successive previous Excess Cash Flow Period to reduce Excess Cash Flow payment obligations) shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of (A) the Loans as set forth in clause (g) of this Section 2.11 or, solely to the extent permitted by this section, (B) at the Borrower Representative’s option, the prepayment of outstanding Indebtedness that constitutes First Lien Obligations (collectively, “Other Applicable Indebtedness”). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) Business Days after the date on which the financial statements of Holdings referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders. Any such amount of Excess Cash Flow may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment is required under the terms of such Other Applicable Indebtedness (with any remaining Excess Cash Flow applied to prepay outstanding Term Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate Outstanding Amount of Term Loans and Other Applicable Indebtedness at such time) of such Excess Cash Flow relative to ▇▇▇▇ ▇▇▇▇▇▇▇, in which case such Excess Cash Flow may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans. To the extent the holders of Other Applicable Indebtedness decline to each Lender). The Borrower will prepay Loans have such Indebtedness repurchased, repaid or prepaid with any such Excess Cash Flow, the declined amount of such Excess Cash Flow shall promptly (and permanently reduce Total Revolving Credit Commitmentsand, in any event, within ten (10) with Excess Proceeds within 30 days Business Days after the date that of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has Cash Flow would otherwise have been used required to repay or purchase Senior Notes, subject, to each Lender’s ability to reject be applied if such prepayment pursuant to Section 2.3(b)(iiiOther Applicable Indebtedness was not then outstanding). (Ac) So long as no Event Subject to clause (d) of Default shall have occurred and be continuingthis Section 2.11, if, on any date, the Top Borrower may reinvest or cause to be reinvested all or any portion of any Restricted Subsidiary shall receive Net Cash Proceeds received from any Asset Sale covered by Section 9.5 or any Recovery Event in excess of $10,000,000 in any fiscal year, then, unless the Borrower Representative has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), an aggregate amount equal to the Asset Sale Percentage (determined on a Pro Forma Basis as of the Test Period most recently ended prior to (x) at the time of the making of such prepayment or, at the Borrower Representative’s option, (y) at the time of receipt of Net Cash Proceeds) of such Net Cash Proceeds shall be applied within five (5) Business Days of such date to prepay (A) outstanding Term Loans in accordance with this Section 2.11 and (B) at the Borrower Representative’s option Other Applicable Indebtedness; provided that, notwithstanding the foregoing, within five (5) Business Days following each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to any Asset Sale or Recovery Event, shall be applied to prepay the outstanding Loans as set forth in Section 2.11(g); provided, further, that the Top Borrower may elect to deem expenditures that would otherwise be permissible reinvestments pursuant to this clause (c) that occur within 90 days prior to the actual receipt of Net Cash Proceeds from any Asset Sale or Recovery Event to have been reinvested in accordance with the provisions hereof so long as such expenditure has been made no earlier that the earliest of (1) any one or more businesses; provided, that such investment in any business is in notice to the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock Administrative Agent of such business Asset Sale or Recovery Event (it being agreed that the Administrative Agent will not distribute such that it constitutes a Restricted Subsidiary, notice to the lenders until the occurrence of (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1as follows), (2) the execution of a definitive agreement for such Asset Sale or (3) the consummation of such Asset Sale or the occurrence of such Recovery Event. Any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect of such Asset Sale or Recovery Event is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Term Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate Outstanding Amount of Term Loans and Other Applicable Indebtedness at such time) of such Net Cash Proceeds relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and, in any event, within ten (10) Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding). (d) Notwithstanding anything to the contrary in this Agreement (including clauses (a), (b) and (3c) above), used to the extent that the Borrower Representative has determined in good faith that (i) any of or useful all the Net Cash Proceeds of any Indebtedness described in clause (a) above or any Asset Sale or Recovery Event by a Similar Business Subsidiary or Excess Cash Flow attributable to Subsidiaries (or branches of Subsidiaries) are prohibited or delayed by applicable local law from being repatriated to the relevant Borrower(s) (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), (ii) such repatriation would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officers) or (yiii) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of Foreign Subsidiaries (including repatriation or distributions that would be made through Foreign Subsidiaries), such repatriation or any distribution of the relevant amounts would result in material adverse Tax consequences, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in this Section 2.11 but may be retained by the applicable Subsidiary or branch (the Borrowers hereby agreeing to cause the applicable Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences; (provided, however, that no such commercially reasonable actions shall be required to be taken later than twelve (12) months after the applicable Indebtedness Incurrence, Asset Sale, Recovery Event or (with respect to any such Excess Cash Flow) the last day of the applicable Excess Cash Flow Period)) provided, that for a period of 365 days from receipt of such Net Cash Proceeds, if such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow becomes permitted under such applicable local law, would not present a material risk as described in clause (xii) above, or no such material adverse Tax consequences would result from such distribution, such distribution will be promptly affected and such distributed Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than ten (10) Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a binding commitment result thereof) to the repayment of Term Loans pursuant to this Section 2.11. (e) In the event the aggregate Outstanding Amount of Revolving Loans, L/C Obligations and Swingline Loans at any time exceeds (the “Revolving Excess”) the Total Revolving Commitments then in effect, the Borrowers shall promptly repay Swingline Loans and Revolving Loans and Collateralize Letters of Credit to the extent necessary to remove such Revolving Excess. (f) The Borrower Representative shall deliver to the Administrative Agent notice, substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be treated as approved by the Administrative Agent), appropriately completed and signed by a permitted application Responsible Officer of the Net Proceeds from Borrower Representative (on behalf of the Borrowers), of each prepayment required under this Section 2.11 (other than prepayments pursuant to Section 2.11(a)), which notice must be received by the Administrative Agent not less than three (3) Business Days (or such shorter time as the Administrative Agent shall reasonably agree) prior to the date such prepayment shall be made. The Administrative Agent will promptly notify each applicable Lender of such notice. Each such Lender may reject all of its Pro Rata Share of the prepayment (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower Representative no later than (i) 5:00 p.m., New York City time on the date of such commitment; provided that ▇▇▇▇▇▇’s receipt of such notice from the Administrative Agent, if such notice is received prior to 11:00 a.m., New York City time, and (1ii) 12:00 p.m., New York City time on the date following such investment ▇▇▇▇▇▇’s receipt of such notice from the Administrative Agent, if such notice is consummated received after 11:00 a.m. New York City time. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within 635 days after receipt the time frame specified above, such failure will be deemed an acceptance of such prepayment. Subject to any requirements of the Second Lien Facility or any other Indebtedness, any Declined Proceeds may be retained by the Borrower or any Restricted Subsidiary Borrowers (such retained amount, the “Retained Declined Proceeds”). Each notice delivered pursuant to the first sentence of this clause (f) shall, as applicable, set forth in reasonable detail the calculation of the Net Proceeds amount of such prepayment (including a calculation of any Asset Sale Percentage). (g) Amounts to be applied in connection with any prepayments made pursuant to this Section 2.11 (other than Section 2.11(e)) shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment of Loans pursuant to this Section 2.11 shall be made on a pro rata basis within any Class of Loans regardless of Type. Each prepayment of the Loans under this Section 2.11 (except in the case of Revolving Loans that are ABR Loans (to the extent all Revolving Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (2h) Notwithstanding any of the other provisions of this Section 2.11, if such investment any prepayment of Term Benchmark Loans is not consummated within required to be made under this Section 2.11 other than on the period set forth in subclause (1)last day of the Interest Period applicable thereto, the Net Proceeds not so applied will be deemed applicable Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be Excess Proceedsmade thereunder with the Administrative Agent, to be held as security for the obligations of the applicable Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of such Term Benchmark Loans in accordance with this Section 2.11 (determined as of the date such prepayment was required to be originally made); provided that such unpaid Term Benchmark Loans shall continue to bear interest in accordance with Section 2.15 until such unpaid Term Benchmark Loans have been prepaid. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of the applicable Term Benchmark Loans in accordance with Section 2.11 (determined as of the date such prepayment was required to be originally made). Notwithstanding anything to the contrary contained in this Agreement, any amounts held by the Administrative Agent pursuant to this subsection (h) pending application to any Term Benchmark Loans shall be held and applied to the satisfaction of such Term Benchmark Loans prior to any other application of such amounts as may be provided for herein.

Mandatory Prepayments and Commitment Reductions. (ia) (1) Within 365 days (as may be extended in accordance with Subject to any cure period permitted under Section 2.3(b)(i)(B)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of 7.1, if on any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiarydate, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds all Lenders’ Extensions of Credit exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notesthe Minimum Collateral Threshold, the Borrowers shall immediately prepay the Borrower Obligations to the extent of such excess, provided that any such prepayment shall cause to be prepaid an not constitute a reduction of the Commitments, provided further that if the aggregate principal amount of Loans and Senior Notesthen outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), on the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a pro rata basis, cash collateral account established with the Administrative Agent for the benefit of the Lenders in an amount equal to 100105% of such balance of such excess and otherwise on terms and conditions satisfactory to the Administrative Agent. (b) The application of any prepayment pursuant to Section 3.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 3.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (c) Any reduction of the Commitments shall be accompanied by which such Excess Proceeds exceeds $100,000,000 and following such repayment prepayment of the Loans to the extent, if any, that the Total Revolving Extensions of Credit Commitment shall be permanently reduced by exceed the amount of the Total Commitments as so reduced, provided that if the aggregate principal amount of Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated on because L/C Obligations constitute a pro rata basis to each Lenderportion thereof). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause shall, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form extent of the acquisition balance of Capital Stock and results in the Borrower or a Restricted Subsidiarysuch excess, as the case may be, owning replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Capital Stock Lenders in an amount equal to 105% of such business balance of such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) excess and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed otherwise on terms and conditions satisfactory to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess ProceedsAdministrative Agent.

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be incurred by any Group Member (1) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(Bother than Excluded Indebtedness)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(g); provided that (i) to the extent that the Consolidated Leverage Ratio as of the date of incurrence of Indebtedness pursuant to clause (xv) of Section 8.2(a), calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness (and any required repayments hereunder), is greater than or equal to 4.0 to 1.0 but less than 5.0 to 1.0, in each case after giving effect thereto, only 75% of the Net Cash Proceeds of such Indebtedness shall be applied on the date of such incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(g) and (ii) to the extent that the Consolidated Leverage Ratio as of the date of incurrence of Indebtedness pursuant to clause (xv) of Section 8.2(a), calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness (and any required repayments hereunder), is less than 4.0 to 1.0 after giving effect thereto, no prepayment of Term Loans or reduction of Revolving Commitments shall be required pursuant to this Section. (b) If any Capital Stock shall be issued or sold by any Group Member (other than issuances of Capital Stock to Holdings or any Group Member), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or sale toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(g); provided that to the extent that the Consolidated Leverage Ratio as of the date of such issuance or sale of Capital Stock, calculated on a pro forma basis after giving effect to the such issuance or sale (and any required repayments hereunder), is less than 4.5 to 1.0 after giving effect thereto, no prepayment of Term Loans or reduction of Revolving Commitments shall be required pursuant to this Section. (c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(g); provided, that (i) notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(g) and (ii) the Borrower shall use the Net Cash Proceeds of any Disposition to prepay Term Loans and reduce the Revolving Commitments as set forth in Section 4.2(g) to the extent necessary to avoid having to prepay or to offer to prepay any of the Notes, any Additional Senior Subordinated Debt or any Additional Senior Unsecured Notes. (d) If, for any fiscal year of the Borrower there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(g); provided that the amount of any prepayment of Term Loans and reduction of Revolving Commitments required pursuant to this Section 4.2(d) shall be reduced by the amount of any optional prepayments of Term Loans and optional prepayments of Revolving Loans and Swingline Loans to the extent accompanying permanent optional reductions of Revolving Commitments, in each case to the extent such prepayments are made during the relevant fiscal year. Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such Excess Proceeds exceeds $100,000,000 prepayment is made, are required to be delivered to the Lenders and following (ii) the date such repayment financial statements are actually delivered. (e) [Reserved] (f) [Reserved] (g) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 4.2 shall be applied, first, to prepay the Term Loans and, second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit Commitment shall be permanently reduced by exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on a pro rata basis terms and conditions satisfactory to each Lender)the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default 4.2 shall have occurred and be continuingmade, the Borrower may reinvest or cause first, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; providedBase Rate Loans and, that such investment in any business is in the form second, to Eurodollar Loans. Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Loans under Section 4.2 (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that except in the case of clause (xRevolving Loans that are Base Rate Loans and Swingline Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; prepayment on the amount prepaid. (h) Notwithstanding anything to the contrary in Section 4.2(g) or 4.8, with respect to the amount of any mandatory prepayment described in Section 4.2 that is allocated to Tranche D Term Loans or Tranche D-1 Term Loans (such amounts, the "Tranche D Prepayment Amount"), at any time when Tranche A-2 Term Loans or Tranche A-3 Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche D Term Loans or Tranche D-1 Term Loans, as applicable, as provided in paragraph (g) above, on the date specified in Section 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that (1) the Administrative Agent prepare and provide to each Tranche D Term Lender and ▇▇▇▇▇▇▇ ▇-▇ Term Lender, as applicable, a Prepayment Option Notice. As promptly as practicable after receiving such investment is consummated within 635 days after receipt notice from the Borrower, the Administrative Agent will send to each Tranche D Term Lender and ▇▇▇▇▇▇▇ ▇-▇ Term Lender, as applicable, a Prepayment Option Notice and shall include an offer by the Borrower or any Restricted Subsidiary to prepay on the date (each a "Mandatory Prepayment Date") that is 4 Business Days after the date of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1)Prepayment Option Notice, the Net Proceeds relevant Term Loans of such Lender by an amount equal to the portion of the Tranche D Prepayment Amount indicated in such Lender's Prepayment Option Notice as being applicable to such Lender's Tranche D Term Loans or Tranche D-1 Term Loans, as applicable. Any Tranche D Term Lender or ▇▇▇▇▇▇▇ ▇-▇ Term Lender which wishes to accept any or all of the prepayment applicable to its Tranche D Term Loans or Tranche D-1 Term Loans, as applicable, shall be required to execute and return the Prepayment Option Notice to the Administrative Agent no later than 5:00 P.M., New York City time, on the date that is 3 Business Days after the date of the Prepayment Option Notice. On the Mandatory Prepayment Date, (i) the Borrower shall pay to the relevant Tranche D Term Lenders and ▇▇▇▇▇▇▇ ▇-▇ Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such Lenders have accepted prepayment as described above, (ii) the Tranche A-2 Term Loans and Tranche A-3 Term Loans shall be prepaid in an aggregate amount equal to the portion of the Tranche D Prepayment Amount not accepted by the relevant Lenders, and such amount shall be applied to the prepayment of the Tranche A-2 Term Loans and Tranche A-3 Term Loans to the extent so applied will be deemed to be Excess Proceedsrequired.

Mandatory Prepayments and Commitment Reductions. (i) In the event of the termination of all the Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all outstanding Revolving Loans. (1ii) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(B)) after In the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds event of any Asset Sale covered by partial reduction of the Revolving Commitments pursuant to Section 9.5 2.07 or Section 2.09(b), then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the Total Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such Restricted Subsidiary, at its option, may apply the Net Proceeds from excess for such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(Bdate. (iii) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds Total Revolving Exposure exceeds $100,000,000 and Excess Proceeds of the Revolving Commitments at least $100,000,000 has been used to repay or purchase Senior Notessuch time, the Borrower shall, without notice or demand, immediately repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess; provided, that any such repayment or prepayment shall cause not be required to permanently reduce the Revolving Commitments below the Total Revolving Commitment then in effect. (iv) On (i) the date of any Asset Sale in respect of a Collateral Vessel, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (such date, the “Collateral Disposition Date”) and (ii) the earlier of (A) the date which is one hundred ​ and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating to such Total Loss (or, if such date is not a Business Day, on the following Business Day); provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no prepayment or reduction shall be prepaid required, in each case, the Borrower shall, subject to Section 2.10(e), repay an aggregate principal amount of outstanding Term Loans and Senior Notespermanently reduce Revolving Commitments (and, on a pro rata basis, equal to 100% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment if the Total Revolving Credit Commitment shall be permanently reduced by Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount sufficient to eliminate such excess) in an amount equal to the then aggregate outstanding principal amount of the Term Loans, Revolving Loans so prepaid and undrawn Revolving Commitments, multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel subject to such sale, total loss or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (allocated on a pro rata basis including such affected Collateral Vessel) (such amount, the “Relevant Amount”); provided further that the Borrower shall be entitled to each Lender). The reinvest the proceeds of such sale, total loss or other disposition and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph (e) of this Section 2.10 below. (v) In the event the Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds fails to satisfy the Collateral Maintenance Test, the Borrower shall, within 30 days after thereafter, either (i) post additional collateral satisfactory to the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used Required Lenders or (ii) prepay the Credit FacilitiesRevolving Facility and/or reduce the applicable Commitments in an amount sufficient to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing, allow the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businessescomply with the Collateral Maintenance Test; provided, that that, any such investment in any business is in prepayment shall not be required to permanently reduce the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess ProceedsRevolving Commitments.

Mandatory Prepayments and Commitment Reductions. (i) (1) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(B)) after In the Borrower’s or a Restricted Subsidiary’s receipt event of Net Proceeds of any an Asset Sale covered Disposition by Section 9.5 the Borrower or such Restricted Subsidiary, at any of its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior NotesSubsidiaries, the Borrower shall cause shall, within five Business Days of such Asset Disposition, prepay (by payment to be prepaid the Administrative Agent for the account of the Lenders) an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from such Asset Disposition and any other Asset Sale covered by Section 9.5 Disposition which generated Net Proceeds during the Fiscal Year; provided that this prepayment requirement shall not apply if the Net Proceeds received from such Asset Disposition (xa) in (1) any one or more businesses; providedis less than U.S.$25,000,000, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3b) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of when aggregated with the Net Proceeds from the date any other Asset Disposition in respect of such commitment; provided that which payment has not been made pursuant to this Section 2.9(b), is less than U.S.$100,000,000. (1ii) such investment is consummated The Borrower shall, within 635 days after receipt five Business Days of any (a) incurrence of New Indebtedness for Borrowed Money or (b) issuance of Equity Securities, in each case, by the Borrower or any Restricted Subsidiary of its Subsidiaries, prepay (by payment to the Administrative Agent for the account of the Lenders) an aggregate principal amount of Loans equal to 100% of the Net Proceeds of any Asset Sale and such incurrence of New Indebtedness for Borrowed Money or issuance of Equity Securities; provided that this Section 2.9(b)(ii) shall not apply to (2A) if issuances of Equity Securities by the Borrower or any of its Subsidiaries to officers, directors or employees of the Borrower or such investment is not consummated within Subsidiary under employee stock ownership plans of the period set forth in subclause Borrower or such Subsidiary, (1B) the issuance of Equity Securities by a Subsidiary to the Borrower or another Subsidiary, or (C) the incurrence of New Indebtedness for Borrowed Money by the Borrower or a Subsidiary from another Subsidiary or the Borrower. (iii) In the case of any prepayment pursuant to any of Sections 2.9(b)(i) or (ii), the Borrower shall provide to the Administrative Agent written notice of such prepayment at least three Business Days prior to the date such prepayment is to be made. If any such notice is given, the amount specified in such notice shall be due and payable on the date required by this Section 2.9(b), together with any amounts payable pursuant to Section 2.14 and accrued interest to such date on the amount so prepaid in accordance with Section 2.5(c) (it being agreed that the full amount of any mandatory prepayment to be made in respect of a LIBO Rate Loan will be deposited in a cash collateral account maintained by the Administrative Agent and will be applied by the Administrative Agent against the amount of the relevant LIBO Rate Loans on the earliest of (i) the date which is 60 days after receipt by the Administrative Agent of such prepayment, (ii) the last day of the applicable Interest Period, or (iii) the occurrence of an Event of Default). Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s Applicable Percentage of such prepayment. No such prepayment of any Loan may be reborrowed. (iv) If, between July 28, 2008 and the Effective Date, the Borrower or any of its Subsidiaries makes an Asset Disposition and receives Net Proceeds not so applied in excess of U.S.$100,000,000, the aggregate Commitments of the Lenders will be deemed reduced by an amount equal to 100% of the Net Proceeds received by the Borrower or such Subsidiary from such Asset Disposition (with each Lender’s Commitment being reduced on a pro rata basis). If, between July 28, 2008 and the Effective Date, the Borrower or any of its Subsidiaries incurs New Indebtedness for Borrowed Money or issues additional Equity Securities (except for the issuance of Equity Securities or the incurrence of New Indebtedness for Borrowed Money contemplated in clauses (A), (B) and (C) of Section 2.9(b)(ii)), the aggregate Commitments of the Lenders will be Excess Proceedsreduced by an amount equal to 100% of the Net Proceeds received by the Borrower or such Subsidiary from any such incurrence of New Indebtedness for Borrowed Money or issuance of Equity Securities (with each Lender’s Commitment being reduced on a pro rata basis). The Borrower shall provide to the Administrative Agent, on or prior to the Effective Date, a certificate from the chief financial officer of the Borrower confirming, in the case of an Asset Disposition, the amount of Net Proceeds so received by the Borrower or any of its Subsidiaries in connection therewith, and, in the case of the incurrence of any New Indebtedness for Borrowed Money or the issuance of any additional Equity Securities, the amount of the Net Proceeds so received by the Borrower or any of its Subsidiaries in connection therewith. Upon receipt by the Administrative Agent of any such certificate, the Administrative Agent shall promptly notify each Lender of the contents thereof and, if applicable, the amount of such Lender’s Commitment after giving effect to any such reduction. Each such reduction of the Commitments shall be irrevocable. (v) For greater certainty, any proceeds received by the Borrower as a result of the sale of its Equity Securities of the Seller as part of the Transactions will not require a prepayment under Section 2.9(b)(i) or a Commitment reduction under Section 2.9(b)(iv).

Mandatory Prepayments and Commitment Reductions. (a) In the event and on each occasion that, on or after the Closing Date, the Borrower receives Net Cash Proceeds in respect of any issuance or sale of Equity Interests of the Borrower (other than (i) issuances pursuant to any Employee Benefit Plan or other benefit or employee incentive arrangement or (1ii) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(B)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered issuances by Section 9.5 the Borrower or such Restricted Subsidiaryto its Subsidiaries), at its optionthen, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, later than two (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days Days after receipt by the Borrower of any such Net Cash Proceeds, the Borrower shall notify the Administrative Agent of the loan prepayment and/or commitment reduction required by this Section 2.14(a) (including the amount thereof) and, no later than the fifth (5th) Business Day following the date of receipt by the Borrower of such Net Cash Proceeds, first, the Borrower shall prepay any outstanding Delayed Draw Term Loans and, second, any Delayed Draw Commitments shall be permanently reduced, in each case as set forth in Section 2.15(b), in an aggregate amount equal to the lesser of (x) 100% of such Net Cash Proceeds and (y) the aggregate amount of the then-outstanding Delayed Draw Term Loans and Delayed Draw Commitments. (b) In the event and on each occasion that, on or after the Closing Date, the Borrower receives Net Cash Proceeds in respect of the issuance, sale or incurrence of any Indebtedness of any Group Member referred to in clauses (i) or (iii) of the definition of Indebtedness (other than (i) capital leases or equipment financings, (ii) any Revolving Loans (as defined in the 2022 Credit Agreement) incurred by the Borrower or any Restricted Subsidiary of its Subsidiaries under the Net Proceeds 2022 Credit Agreement, (iii) any Delayed Draw Term Loans (as defined in the 2025 DDTL Credit Agreement) incurred by the Borrower under the 2025 DDTL Credit Agreement, (iv) intercompany debt between such entities, (v) borrowings under ordinary course working capital, letter of any Asset Sale credit, factoring, securitization, commercial paper backstop or overdraft facilities, (vi) issuances of commercial paper and (vii) under this Agreement), then, no later than two (2) if Business Days after receipt by the Borrower of any such investment is not consummated within Net Cash Proceeds, the period Borrower shall notify the Administrative Agent of the loan prepayment and/or commitment reduction required by this Section 2.14(b) (including the amount thereof) and, no later than the fifth (5th) Business Day following the date of receipt by any Group Member of any such Net Cash Proceeds, first, the Borrower shall prepay any outstanding Delayed Draw Term Loans and, second, any Delayed Draw Commitments shall be permanently reduced, in each case as set forth in subclause (1Section 2.15(b), in an aggregate amount equal to the lesser of (x) 100% of such Net Cash Proceeds not so applied will and (y) the aggregate amount of the then-outstanding Delayed Draw Term Loans and Delayed Draw Commitments. (c) On the Delayed Draw Commitment Termination Date, the Delayed Draw Commitments shall automatically and permanently be deemed reduced to zero. (d) Upon the making of any Delayed Draw Term Loan, the Delayed Draw Commitments shall automatically and permanently be Excess Proceedsreduced by an amount equal to the principal amount of such Delayed Draw Term Loan.

Mandatory Prepayments and Commitment Reductions. (ia) If any Net Cash Proceeds from Capital Markets Transactions are received (1) Within 365 days other than from any Indebtedness permitted under Section 6.03 (as may be extended in accordance with Section 2.3(b)(i)(Bother than paragraph (c)) after by the Borrower’s Parent or a Restricted Subsidiary’s receipt any of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiaryits Subsidiaries, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Net Cash Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment thereof shall be applied on the date of such issuance or incurrence to the reduction of the Commitments as set forth in Section 2.10(b); provided, that, notwithstanding the foregoing, in the event of any such issuance or incurrence by Subsidiaries of the Parent that are acquired or created in connection with the Acquisitions prior to the Whitewash Date or, as applicable, the date any other applicable Requirement of Law or contractual obligation that may limit the portion of any such Net Cash Proceeds received by such Subsidiary that may be distributed or advanced to the Parent is eliminated, except to the extent that the Net Cash Proceeds therefrom may be lawfully distributed or advanced to the Parent, such Net Cash Proceeds shall be maintained as cash or invested in Permitted Investments and shall be applied to such prepayment or reduction only upon the Whitewash Date or such other date. (b) Amounts to be applied in connection with reductions of the Commitments made pursuant to Section 2.10(a) shall be applied, without duplication, first, to reduce permanently reduced by the 364-Day Revolving Commitments, and second, to reduce permanently the Five-Year Revolving Commitments. To the extent that, after giving effect to any reduction thereof pursuant to this Section 2.10(b), the 364-Day Revolving Commitments or the Five-Year Revolving Commitments are less than the aggregate principal amount of the 364-Day Revolving Loans so or the Five-Year Revolving Loans, as the case may be, the Parent shall prepay or cause to be prepaid such Loans. Each prepayment of the Loans under Section 2.10 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Amounts to be applied pursuant to this Section shall be applied, first, to prepay ABR Borrowings, if applicable, and, second, to prepay Eurocurrency Borrowings. At the option of the Parent, amounts to be applied to prepay Eurocurrency Borrowings shall, if such prepayment would not occur on the last day of the relevant Interest Period, be deposited in the Prepayment Account (allocated on a pro rata basis to each Lenderas defined below). The Borrower will Administrative Agent shall apply any cash deposited in the Prepayment Account to prepay Loans the relevant Eurocurrency Borrowings on the last day of the respective Interest Periods therefor (or, at the direction of the Parent, on any earlier date). For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Parent with the Administrative Agent. The Administrative Agent will, at the request of the Parent, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurocurrency Borrowings to be prepaid, provided that (i) the Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any Requirement of Law and permanently reduce Total Revolving Credit Commitments(ii) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used Administrative Agent shall have no obligation to repay invest amounts on deposit in the Prepayment Account if a Default or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing. The Parent shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurocurrency Borrowings on the last day of the applicable Interest Periods therefor is not less than the amount that would have been available had no investments been made. Other than any interest earned on such investments, the Borrower may reinvest Prepayment Account shall not bear interest. Interest or cause profits, if any, on such investments shall be deposited and reinvested and disbursed as described above. If the maturity of the Loans has been accelerated pursuant to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; providedArticle 7, that such investment in any business is the Administrative Agent shall apply amounts on deposit in the form of Prepayment Account to prepay the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess ProceedsEurocurrency Borrowings.

Mandatory Prepayments and Commitment Reductions. (a) If, at any time during the Revolving Credit Commitment Period, the sum of the aggregate outstanding Revolving Extensions of Credit of all Revolving Credit Lenders exceeds the lesser of (i) the Borrowing Base and (1ii) Within 365 days the aggregate Revolving Credit Commitments then in effect, in each case, minus any Reserves the Borrowers shall, without notice or demand, immediately prepay, in accordance with this Section, the Revolving Credit Loans and the Swing Line Loans in an aggregate principal amount equal to such excess, together (as may except in the case of Revolving Credit Loans which are Base Rate Loans and Swing Line Loans) with interest accrued to the date of such payment or prepayment; provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrowers shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. (b) Unless the Required Prepayment Lenders shall otherwise agree, if any Capital Stock shall be extended issued, or Indebtedness incurred, by any of the Borrowers or any of their Subsidiaries (excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.2 as in effect on the date of this Agreement)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which Net Cash Proceeds thereof shall be applied within one Business Day of the date of such Excess Proceeds exceeds $100,000,000 issuance or incurrence toward the prepayment of the Term Loans and following such repayment the Total outstanding Revolving Credit Commitment Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(f). (c) Unless the Required Prepayment Lenders shall otherwise agree, if on any date any of the Borrowers or any of their Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, such Net Cash Proceeds shall be permanently reduced applied within one Business Day of such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(f) or Section 2.12(g), as applicable; provided, that, notwithstanding the foregoing, (i) if no Default or Event of Default shall be in existence on the date of receipt by the aggregate principal amount Borrowers or any of their Subsidiaries thereof, the Net Cash Proceeds of Recovery Events may be excluded from the foregoing requirement if on the date of the Borrowers' receipt thereof they deliver a Reinvestment Notice in respect thereof to the Administrative Agent and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans so prepaid (allocated on a pro rata basis and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(g); provided, further, that the Net Cash Proceeds of Recovery Events shall be applied to each Lender). The Borrower will prepay reduce the outstanding principal balance of the Revolving Credit Loans (and permanently reduce Total not to the reduction of the Revolving Credit Commitments) and upon such application, the Administrative Agent shall establish a Reserve against the Borrowing Base in an amount equal to the amount of such proceeds so applied. Thereafter, such funds shall be made available to the applicable Borrower to provide funds to replace, restore or rebuild the Collateral as follows: (A) the Borrower Representative shall request a Revolving Credit Loan to be made to such Borrower in the amount requested to be released; (B) so long as the conditions in Section 5.2 have been met, the Revolving Credit Lenders shall make such Revolving Credit Loan; and (C) the Reserve established with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess respect to such Net Cash Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject Recovery Events shall be reduced by the amount of such prepayment pursuant to Section 2.3(b)(iii)Revolving Credit Loan. (Ad) So long as no Default or Event of Default shall have occurred and be continuingin existence on the date of the Borrowers' receipt thereof, the Borrower may reinvest or cause proceeds of any asset sale in respect of the Designated Facilities shall not be required to be reinvested all applied toward repayment of Loans or reduction of Commitments. (e) Unless the Required Prepayment Lenders shall otherwise agree, if, for any portion fiscal year of any Net Proceeds received from any Asset Sale covered by the Borrowers commencing with the fiscal year ending September 30, 1999, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, apply 100% of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 9.5 (x) in (1) any one or more businesses2.12(f); provided, that such investment however, notwithstanding the foregoing, so long as after giving effect to the proposed redemptions or prepayments, the Availability would be equal to or greater than $20,000,000, 50% of Excess Cash Flow may be used to redeem or prepay the Senior Secured Notes in an amount not to exceed $3,000,000 in any business is fiscal year and $5,000,000 in the form aggregate while this Agreement is outstanding. Each such prepayment of the acquisition Loans and reduction of Capital Stock and results in Revolving Credit Commitments shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each earlier of (1i) the date on which the financial statements of Harvard referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (f) Any prepayments made by the Borrowers pursuant to paragraphs (b), (2c) and (3), used or useful in a Similar Business or (ye) to reduce Indebtedness of a Restricted Subsidiary, above (other than Indebtedness owed any prepayment with insurance proceeds, which shall be applied in accordance with paragraph (g) below) shall be applied as follows: first, to fees and reimbursable expenses of the Administrative Agent then due and payable pursuant to any of the Loan Documents, second, to interest then due and payable the Term Loans, third, to prepay the scheduled installments of the Term Loans in inverse order of maturity, until the Term Loans shall have been prepaid in full, fourth, to interest then due and payable on the Swing Line Loans, fifth, to the Borrower principal balance of the Swing Line Loans outstanding until the same shall have been repaid in full, sixth, to interest then due and payable on Revolving Credit Loans, seventh, to the principal balance of Revolving Credit Loans outstanding until the same shall have been paid in full, and eighth, to any L/C Obligations to provide cash collateral therefor in the manner set forth in Section 3.3, until all such L/C Obligations have been fully cash collateralized in the manner set forth in said Section 3.3. (g) Prepayments from insurance proceeds in accordance with Section 2.12(c) shall be applied as follows: insurance proceeds from casualties or losses to cash or Inventory shall be applied, first, to the Swing Line Loans and, second, to the Revolving Credit Loans; insurance proceeds from casualties or losses to Equipment and Real Estate shall be applied to scheduled installments of the Term Loan in inverse order of maturity. If the insurance proceeds received exceed the outstanding principal balances of the Loans or if the precise amount of insurance proceeds allocable to Inventory as compared to Equipment and real estate are not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, subject to the approval of Required Lenders. The application of any Restricted Subsidiary; providedprepayment pursuant to this Section shall be made, that first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section (except in the case of clause (xRevolving Credit Loans that are Base Rate Loans and Swing Line Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If any ----------------------------------------------- Indebtedness shall be incurred by Holdings or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with subsection 7.2) or any Capital Stock shall be issued or sold by Holdings or any of its Subsidiaries, an amount equal to (i) (1) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(B)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds in the case of an incurrence of Indebtedness, and (ii) 66 2/3% of the Net Cash Proceeds in the case of an issuance or sale of Capital Stock, shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the permanent reduction of the Revolving Credit Commitments as set forth in subsection 2.10(d). (b) The Borrower shall apply the amount if any, of Net Cash Proceeds received by which Holdings or any of its Subsidiaries after January 1, 2001 in connection with any Capital Lease Obligation or other transaction permitted by subsections 7.2(k) or 7.10 toward the prepayment of the Term Loans and the permanent reduction of the Revolving Credit Commitments as set forth in subsection 2.10(d). (c) If on any date Holdings or any of its Subsidiaries shall receive (i) Net Cash Proceeds from any Asset Sale or (ii) Net Cash Proceeds in excess of $250,000 from any Recovery Event, other than as specified on the attached Schedule 2.10, then such Excess Net Cash Proceeds exceeds $100,000,000 shall be applied on such date toward ------------- the prepayment of the Term Loans and following the reduction of the Revolving Credit Commitments as set forth in subsection 2.10(d). (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to clauses (a), (b) and (c) of this subsection 2.10 shall be applied first, to prepay any Term Loans outstanding at such repayment time, and second, to permanently reduce the Revolving Credit Commitments. Any reduction of the Term Loans pursuant to this subsection 2.10 shall be applied to the installments of any such Term Loans ratably in accordance with the then outstanding amounts thereof and may not be reborrowed. Any reduction of the Revolving Credit Commitments pursuant to subsection 2.11 shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Aggregate Revolving Credit Outstandings exceed the amount of the Total Revolving Credit Commitment shall be permanently reduced by Commitments as so reduced, provided -------- that if the aggregate Dollar Equivalent principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on a pro rata basis terms and conditions satisfactory to each Lender)the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default this subsection 2.10 shall have occurred and be continuingmade, the Borrower may reinvest or cause first, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; providedBase ----- Rate Loans and, that such investment in any business is in the form second, to Eurocurrency Loans. Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Loans ------ under this subsection 2.10 (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that except in the case of clause (xRevolving Credit Loans that are Base Rate Loans and Swing Line Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that prepayment on the amount prepaid. (1e) outstanding and, last, cash collateralize any outstanding L/C Obligation in an ---- amount equal to such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsexcess.

Mandatory Prepayments and Commitment Reductions. (ia) If any Capital Stock shall be issued (1) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(Bother than a Permitted Issuance)) after , by Holdings or the Borrower’s or a Restricted Subsidiary’s receipt , then, on the date of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notesissuance, the Borrower Term Loans shall cause to be prepaid by an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount of the Net Cash Proceeds of such issuance. The provisions of this Section 2.12 do not constitute consent to the issuance of any equity securities by which such Excess Proceeds exceeds $100,000,000 any entity whose equity securities are pledged pursuant to the Guarantee and following such repayment the Total Revolving Credit Commitment Collateral Agreement. (b) If any Indebtedness shall be permanently reduced incurred by Holdings, the aggregate principal Borrower or any Subsidiary Guarantor (excluding any Indebtedness incurred in accordance with Section 7.2), then on the date of such issuance or incurrence, the Term Loans shall be prepaid by an amount equal to the amount of the Loans so prepaid (allocated on a pro rata basis to each Lender)Net Cash Proceeds of such issuance or incurrence. The provisions of this Section 2.12 do not constitute consent to the incurrence of any Indebtedness by Holdings, the Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds or any of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii)their respective Subsidiaries. (Ac) So long as no Event of Default shall have occurred and be continuingIf on any date Holdings, the Borrower may reinvest or cause to be reinvested all or any portion of any the Subsidiary Guarantors shall receive Net Cash Proceeds received from any Asset Sale covered by Section 9.5 or Recovery Event which yields Net Cash Proceeds (xvalued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $5,000,000 (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1“Threshold”), (2) and (3)then, used or useful unless a Reinvestment Notice shall be delivered in a Similar Business or (y) to reduce Indebtedness respect thereof, on the date of a Restricted Subsidiaryreceipt by Holdings, other than Indebtedness owed to the Borrower or any Restricted SubsidiarySubsidiary Guarantor of such Net Cash Proceeds, the Term Loans shall be prepaid by an amount equal to the amount of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that in may be excluded from the case of clause foregoing requirement pursuant to a Reinvestment Notice shall not exceed $35,000,000 at any time and (xii) above, a binding commitment on each Reinvestment Prepayment Date the Term Loans shall be treated as a permitted application of prepaid by an amount equal to the Net Proceeds from Reinvestment Prepayment Amount with respect to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period relevant Reinvestment Event. The provisions set forth in subclause this Section do not constitute consent to the consummation of any Disposition permitted by Section 7.5. (1d) If, for any fiscal year of Holdings commencing with the fiscal year ending December 31, 2008, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid by an amount equal to the ECF Percentage of such Excess Cash Flow. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the Net Proceeds not so applied will be deemed fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (e) Notwithstanding anything in this Section 2.12 to the contrary, no mandatory prepayments of the Term Loans shall be required prior to the Discharge of First Lien Obligations, so long as all Net Cash Proceeds and Excess ProceedsCash Flow are applied as set forth in the First Lien Credit Agreement as in effect on the Closing Date.

Mandatory Prepayments and Commitment Reductions. (ia) Unless, with respect to the Term Loans or the U.S. Revolving Credit Facility, the U.S. Required Prepayment Lenders or, with respect to the Canadian Facility, the Canadian Lender shall otherwise agree, if any Capital Stock or Indebtedness shall be issued or incurred by NSP or any of its Subsidiaries (1excluding (x) Within 365 days (as may be extended any Capital Stock issued pursuant to the exercise of stock options held by an employee of Holdco or any of its Subsidiaries or any Indebtedness incurred in accordance with Section 2.3(b)(i)(B)7.2 as in effect on the date of this Agreement and (y) any Capital Stock issued by NSP the Net Cash Proceeds of which are used promptly after the Borrower’s receipt thereof to pay all or a Restricted Subsidiary’s receipt portion of Net Proceeds the purchase price of a Permitted Acquisition), an amount equal to (i) in the case of issuance of any Asset Sale covered by Section 9.5 the Borrower or such Restricted SubsidiaryCapital Stock, at its option, may apply 50% of the Net Cash Proceeds from such Asset Sale thereof and (ii) in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at the case of incurrence of any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior NotesIndebtedness, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Net Cash Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment thereof shall be permanently reduced by applied on the aggregate principal amount date of such issuance or incurrence toward the prepayment of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (Term Loans, the reduction of the U.S. Revolving Commitments and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds reduction of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to the Canadian Commitment as set forth in Section 2.3(b)(iii2.9(d). (Ab) So long as no Event of Default shall have occurred and be continuingUnless, with respect to the Term Loans or the U.S. Revolving Credit Facility, the Borrower may reinvest or cause U.S. Required Prepayment Lenders or, with respect to be reinvested all the Canadian Facility, the Canadian Lender, shall otherwise agree, if on any date NSP or any portion of any its Subsidiaries shall receive Net Cash Proceeds received from any Asset Sale covered by or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans, the reduction of the U.S. Revolving Commitments and the reduction of the Canadian Commitment as set forth in Section 9.5 (x) in (1) any one or more businesses2.9(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Recovery Events that such investment may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any business is in fiscal year of NSP and (ii) on each Reinvestment Prepayment Date, an amount equal to the form Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the acquisition Term Loans, the reduction of Capital Stock the U.S. Revolving Commitments and results the Canadian Commitment as set forth in Section 2.9(d). (c) Unless, with respect to the Borrower Term Loans or the U.S. Revolving Credit Facility, the U.S. Required Prepayment Lenders or, with respect to the Canadian Facility, the Canadian Lender, shall otherwise agree, if for any fiscal year of NSP, commencing with the fiscal year ending December 31, 2003, there shall be Excess Cash Flow, the Borrowers 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, the reduction of the U.S. Revolving Commitments and the reduction of the Canadian Commitments as set forth in Section 2.9(d). Each such prepayment and commitment reduction shall be made on a Restricted Subsidiarydate (an "EXCESS CASH FLOW APPLICATION DATE") no later than five days after the earlier of (i) the date on which the financial statements of NSP referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Unless otherwise agreed by the U.S. Required Prepayment Lenders or the Canadian Lender, as the case may be, owning an amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.9(a) or 2.9(c) shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently on a pro rata basis, the U.S. Revolving Commitments and the Canadian Commitment. Unless otherwise agreed by the U.S. Required Prepayment Lenders or the Canadian Lender, as the case may be, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.9(b) shall be applied (i) if related to any Asset Sale or Recovery Event by NSP or any of its Subsidiaries (other than the Canadian Borrower or any of its Subsidiaries), first, to the prepayment of the Term Loans, second, to reduce permanently the U.S. Revolving Commitments and, third, to reduce permanently the Canadian Commitment and (ii) if related to any Asset Sale or Recovery Event by the Canadian Borrower or any of its Subsidiaries, to reduce permanently the Canadian Commitment. Any such reduction of the U.S. Revolving Commitments or the Canadian Commitment shall be accompanied by prepayment of the U.S. Revolving Loans and/or U.S. Swingline Loans or the Canadian Loans, as the case may be, to the extent, if any, that the Total U.S. Revolving Extensions of Credit exceed the amount of the Capital Stock Total U.S. Revolving Commitments as so reduced or to the extent, if any, that the Canadian Extensions of Credit exceed the amount of the Canadian Commitment, as the case may be, PROVIDED that if the aggregate principal amount of U.S. Revolving Loans and U.S. Swingline Loans then outstanding is less than the amount of such business such that it constitutes excess (because U.S. L/C Obligations constitute a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1portion thereof), the U.S. Borrowers shall, to the extent of the balance of such excess, replace outstanding U.S. Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the U.S. Lenders on terms and conditions satisfactory to the Administrative Agent and PROVIDED FURTHER that if the aggregate principal amount of Canadian Loans (2other than Bankers' Acceptances) and then outstanding is less than the amount of such excess (3because Canadian L/C Obligations and/or Bankers' Acceptances constitute a portion thereof), used or useful the Canadian Borrower shall, to the extent of the balance of such excess, replace outstanding Canadian Letters of Credit and/or deposit an amount in cash in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed cash collateral account established with the Canadian Lender on terms and conditions satisfactory to the Borrower or Canadian Lender. The application of any Restricted Subsidiary; providedprepayment pursuant to Section 2.9 shall be made, that FIRST, to ABR Loans and, SECOND, to Eurodollar Loans in such manner as to minimize break funding costs set forth in Section 2.18. Each prepayment of the Loans under Section 2.9 (except in the case of clause (xU.S. Revolving Loans that are ABR Loans, U.S. Swingline Loans or Canadian Loans that are C$ Prime Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that prepayment on the amount prepaid. (e) Unless on or before February 1) such investment is consummated within 635 days after receipt , 2005 the Senior Subordinated Notes shall have been refinanced, or the maturity thereof extended, on terms and conditions approved in writing by the Borrower or any Restricted Subsidiary Syndication Agent and the Administrative Agent, including by extending the maturity thereof so that no part of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (principal thereof shall be scheduled to mature on or before September 30, 2009, on February 1), 2005, the Net Proceeds U.S. Revolving Commitments and the Canadian Revolving Commitments shall automatically terminate and all U.S. Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not so applied will the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder to the Borrowers, and the face amount of all Bankers' Acceptances accepted by the Canadian Lender) shall be deemed due and payable forthwith. Furthermore, the provisions of the last two paragraphs of Section 8 shall be applicable to be Excess Proceedsall then outstanding Letters of Credit and Bankers' Acceptances as fully as if an acceleration had occurred on such date pursuant to said Section.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Majority Facility Lenders with respect to each Facility shall otherwise agree, if any Capital Stock shall be issued (other than (i) as consideration, or to the extent issued for cash to be used exclusively for consideration, for an acquisition permitted by Section 7.8(h) and (1ii) Within 365 days to directors and employees of, and consultants to, the Borrower and its Subsidiaries in connection with their exercise of stock options), or Indebtedness incurred, by the Borrower or any of its Subsidiaries (as may be extended excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.2 as in effect on the date of this Agreement), an amount equal to 50%, in the case of Capital Stock, or 100%, in the case of Indebtedness of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(c). (b) after Unless the Borrower’s Majority Facility Lenders with respect to each Facility shall otherwise agree, if on any date the Borrower or a Restricted Subsidiary’s receipt any of its Subsidiaries shall receive Net Cash Proceeds of from any Asset Sale covered by or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 9.5 2.12(c); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $3,000,000 in any fiscal year of the Borrower or such Restricted Subsidiaryand (ii) on each Reinvestment Prepayment Date, at its optionan amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(c). (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.12 shall be applied, may apply first, to the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B)prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) such reduction of the Revolving Credit Commitments shall constitute “Excess Proceeds”. If at any time be accompanied by prepayment of the aggregate Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on a pro rata basis terms and conditions satisfactory to each Lender)the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii)2.12 shall be made first to Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under Section 2.12 (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (Ad) So In lieu of making any prepayment otherwise required to be made pursuant to Section 2.12(a) in respect of any Eurodollar Loan on a day that is not the last day of an Interest Period then in effect with respect to such Eurodollar Loan, the Borrower at its option may, so long as no Default or Event of Default shall have occurred and be continuing, deposit with the Administrative Agent an amount equal to the amount of such Eurodollar Loan to be prepaid, and such Eurodollar Loan shall not be prepaid until the last day of such Interest Period in the required amount (other than as provided for in the last sentence of this Section 2.12(d)). Such deposit shall be held by the Administrative Agent in a corporate time deposit account established on terms reasonably satisfactory to the Administrative Agent, earning interest (for the account of the Borrower) at the then customary rate for accounts of such type. Such deposit shall cash collateralize the Obligations, provided, however, that the Borrower may reinvest or cause to be reinvested all or at any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, time direct that such investment in deposit be applied to make the applicable prepayment required pursuant to Section 2.12, subject to the provisions of Section 2.21 and subject to any business is in penalties that may be applicable to the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock early withdrawal of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedstime deposit.

Mandatory Prepayments and Commitment Reductions. (a) If any Capital Stock shall be issued by Holdings, the Borrower or any of its Subsidiaries (other than (i) Capital Stock issued to directors and employees of Holdings, the Borrower or any of its Subsidiaries under employee benefit plans, (1ii) Within 365 days Capital Stock issued to sellers as consideration in acquisitions of equity or ownership interests in, or assets of, other Persons, (iii) Capital Stock issued to existing stockholders of Holdings or other investors in private placements of the Capital Stock organized by the Sponsor, or (iv) Capital Stock issued by Holdings the proceeds of which are used to repay in whole or in part the 2002 Holdings Bridge Notes, any Holdings Refinancing Indebtedness, the Senior Discount Debentures or any Senior Discount Debenture Refinancing) an amount equal to 50% of the Net Cash Proceeds from the issuance of such Capital Stock shall be applied on the date of such issuance toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as may set forth in Section 2.9(d). If any Indebtedness shall be extended incurred by Holdings, the Borrower or any of its Subsidiaries after the Closing Date (other than the 2003 Senior Subordinated Notes, the Senior Discount Debenture Refinancing, the Holdings Refinancing Indebtedness and other Indebtedness permitted in accordance with Section 2.3(b)(i)(B)7.2 as in effect on the date hereof) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which Net Cash Proceeds from the incurrence of such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment Indebtedness shall be permanently reduced by applied on the aggregate principal amount date of such issuance or incurrence toward the prepayment of the Term Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total the reduction of the Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Commitments as set forth in Section 2.3(b)(iii2.9(d). (Ab) So long as no Event of Default shall have occurred and be continuingIf on any date Holdings, the Borrower may reinvest or cause to be reinvested all or any portion of any its Subsidiaries shall receive Net Cash Proceeds received from any Asset Sale covered by or Recovery Event then, unless a Reinvestment Notice in respect of any Recovery Event shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 9.5 (x) in (1) any one or more businesses2.9(d); provided, that such investment that, notwithstanding the foregoing, (i) an aggregate amount not to exceed $5,000,000 of Net Cash Proceeds from Asset Sales in any business is in the form fiscal year of the acquisition of Capital Stock and results in Borrower may be retained by Holdings, the Borrower or a Restricted Subsidiaryany of its Subsidiaries, as the case may be, owning and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(d). (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2004, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.9 shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Capital Stock Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans then outstanding is less than the amount of such business excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such that it constitutes excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a Restricted Subsidiarycash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section 2.9 shall be made, (2first, to ABR Loans and, second, to Eurodollar Loans and shall be applied as set forth in Sections 2.15(b) capital expenditures or (3) acquisitions of other long-term assets, in each of (1c), as the case may be. Each prepayment of the Loans under this Section 2.9 (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that except in the case of clause (xRevolving Loans that are ABR Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamount prepaid.

Mandatory Prepayments and Commitment Reductions. (ia) (1) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(B)) after the Borrower’s If any Capital Stock or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment Indebtedness shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay issued or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt incurred by the Borrower or any Restricted Subsidiary of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 (other than paragraphs (f) and (i) thereof) and excluding any Capital Stock issued pursuant to management stock option and incentive plans), an amount equal to 100% (or 50%, in the case of Capital Stock or Subordinated Debt) of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Sections 2.9(c) and 2.15. (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale and (2) if or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such investment is not consummated within Net Cash Proceeds shall be applied on such date toward the period prepayment of the Term Loans as set forth in subclause Sections 2.9(c) and 2.15 to the extent such prepayment is required pursuant to Section 7.5(e); PROVIDED, that, notwithstanding the foregoing, (1)i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $10,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Net Proceeds not so Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied will toward the prepayment of the Term Loans as set forth in Sections 2.9(c) and 2.15. (c) The application of any prepayment pursuant to Section 2.9 shall be deemed made, FIRST, to Term Loans which are ABR Loans and, SECOND, to Term Loans which are Eurodollar Loans. Each prepayment of the Loans (other than any Loan that is an ABR Loan) under Section 2.9 shall be Excess Proceedsaccompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be incurred by any Group Member (1) Within 365 days (as may other than any Indebtedness permitted to be extended incurred by any such Person in accordance with Section 2.3(b)(i)(B7.2)) after the Borrower’s or , concurrently with, and as a Restricted Subsidiary’s receipt condition to closing of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiarytransaction, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Net Cash Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment thereof shall be permanently reduced by applied on the aggregate principal amount date of such issuance or incurrence toward the prepayment of the Loans so prepaid as set forth in clause (allocated g) of this Section 2.11. (b) Subject to clause (d) of this Section 2.11, if, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to the excess of (i) the ECF Percentage for such period of such Excess Cash Flow over (ii) to the extent not funded with (x) the proceeds of Indebtedness constituting “long term indebtedness” (or a comparable caption) under GAAP (other than Indebtedness in respect of any revolving credit facility) or (y) the proceeds of Permitted Cure Securities applied pursuant to Section 9.4, -91- 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 the aggregate amount of (1) all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction permitted hereunder, (2) voluntary prepayments of Term Loans and Revolving Loans made by the Borrower (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments ) and (3) voluntary prepayments and repurchases (to the extent of the actual cash purchase price paid for such loan buyback and not the par value) of Indebtedness (other than the Obligations) that are First Lien Obligations, in each case during such Excess Cash Flow Period or following such Excess Cash Flow Period and prior to such Excess Cash Flow Application Date shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Loans as set forth in clause (g) of this Section 2.11; provided that no such prepayment shall be required to be made if the payment would be an amount less than $10,000,000. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than (i) ten (10) Business Days after the date on which the financial statements of the Initial Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders or (ii) if such financial statements are actually delivered prior to the date on which they are required to be delivered pursuant to Section 6.1(a), the last Business Day of the calendar month in which such financial statements are actually delivered (but in no event later than the date set forth in clause (i) of this sentence). Any prepayment amounts credited pursuant to clause (ii) against such amount in clause (i) above shall be without duplication of any such credit in any prior period or subsequent period. (c) Subject to clause (d) of this Section 2.11, if, on any date, the Initial Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event in excess of $20,000,000 in any fiscal year, then, unless the Initial Borrower has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), an aggregate amount equal to the Asset Sale Percentage of such Net Cash Proceeds shall be applied within five (5) Business Days of such date to prepay (A) outstanding Term Loans in accordance with this Section 2.11 and (B) at the Initial Borrower’s option, outstanding Indebtedness that constitutes First Lien Obligations (collectively, “Other Applicable Indebtedness”); provided that, notwithstanding the foregoing, within five (5) Business Days following each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to any Asset Sale or Recovery Event, shall be applied to prepay the outstanding Loans as set forth in Section 2.11(g). Any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect of such Asset Sale or Recovery Event is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Term Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate Outstanding Amount of Term Loans and Other Applicable Indebtedness at such time) of such Net Cash Proceeds relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and, in any event, within ten (10) Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding). (d) Notwithstanding anything to the contrary in this Agreement (including clauses (b) and (c) above), to the extent that the Initial Borrower has determined in good faith that (i) any of or all the Net Cash Proceeds of any Asset Sale or Recovery Event by a Subsidiary or Excess Cash Flow attributable to Subsidiaries (or branches of Subsidiaries) are prohibited or delayed by applicable local law from being 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 repatriated to the relevant Borrower(s) (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), (ii) such repatriation would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officers) or (iii) in the case of Foreign Subsidiaries, such repatriation or any distribution of the relevant amounts would result in material adverse Tax consequences, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in this Section 2.11 but may be retained by the applicable Subsidiary or branch (the Initial Borrower hereby agreeing to cause the applicable Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law, presenting a material risk as described in clause (ii) above, or incurring material adverse Tax consequences; provided, however, that no such commercially reasonable actions shall be required to be taken later than 12 months after the date on which the proceeds of Term Loans were or would have been required to be prepaid hereunder using the proceeds of the applicable Asset Sale, Recovery Event or Excess Cash Flow), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under such applicable local law or material adverse Tax consequences would no longer result from such repatriation, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than ten (10) Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.11. (e) In the event the aggregate Outstanding Amount of Revolving Loans, L/C Obligations and Swingline Loans at any time exceeds (the “Revolving Excess”) the Total Revolving Commitments then in effect, the Borrowers shall immediately repay Swingline Loans and Revolving Loans and Collateralize Letters of Credit to the extent necessary to remove such Revolving Excess. (f) The Borrower Representative shall deliver to the Administrative Agent notice substantially in the form of Exhibit L or such other form as approved by the Administrative Agent of each prepayment required under this Section 2.11 not less than three (3) Business Days (or such shorter time as the Administrative Agent shall reasonably agree) prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date and (ii) the principal amount of each Loan (or portion thereof) to be prepaid. The Administrative Agent will promptly notify each applicable Lender of such notice and of each such Lender’s Pro Rata Share of the prepayment. Each such Lender may reject all of its Pro Rata Share of the prepayment (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower Representative no later than 5:00 P.M., New York City time, one (1) Business Day after the date of such ▇▇▇▇▇▇’s receipt of such notice from the Administrative Agent. Each Rejection Notice from a given Lender shall specify the principal amount of the prepayment to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the prepayment to be rejected, any such failure will be deemed an acceptance of the total amount of such prepayment. Subject to any requirements of any other Indebtedness, any Declined Proceeds may be retained by the Borrowers (such retained amount, the “Retained Declined Proceeds”). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after Representative shall deliver to the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds Administrative Agent, at the time of at least $100,000,000 has been used to repay or purchase Senior Noteseach prepayment required under this Section 2.11, subject, to each Lender’s ability to reject a certificate signed by a Responsible Officer of the Borrower Representative setting forth in reasonable detail the calculation of the amount of such prepayment pursuant to Section 2.3(b)(iii)prepayment. (Ag) So Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b); provided that at any time after the Term Loans have been repaid or prepaid in full, the provisions of this sentence notwithstanding, any prepayments required by this Section 2.11 shall be applied first, to prepay any 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 outstanding Revolving Loans, and second, to Collateralize any outstanding Letters of Credit, in each case, without any reduction of the Revolving Commitments. The application of any prepayment of Loans pursuant to this Section 2.11 shall be made on a pro rata basis regardless of Type. Each prepayment of the Loans under this Section 2.11 (except in the case of Revolving Loans that are ABR Loans (to the extent all Revolving Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (h) Notwithstanding any of the other provisions of this Section 2.11, so long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest if any prepayment of Eurodollar Loans or cause Term SOFR Loans is required to be reinvested all or any portion made under this Section 2.11 other than on the last day of the Interest Period applicable thereto, the applicable Borrower may, in its sole discretion, deposit the amount of any Net Proceeds received such prepayment otherwise required to be made thereunder with the Administrative Agent, to be held as security for the obligations of the applicable Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that other Loan Party) to apply such amount to the prepayment of such Eurodollar Loans or Term SOFR Loans in the case of clause accordance with this Section 2.11 (x) above, a binding commitment shall be treated determined as a permitted application of the Net Proceeds from the date of such commitmentprepayment was required to be originally made); provided that such unpaid Eurodollar Loans or Term SOFR Loans shall continue to bear interest in accordance with Section 2.15 until such unpaid Eurodollar Loans or Term SOFR Loans have been prepaid. Upon the occurrence and during the continuance of any Default, the Administrative Agent shall also be authorized (1) such investment is consummated within 635 days after receipt without any further action by the or notice to or from any Borrower or any Restricted Subsidiary other Loan Party) to apply such amount to the prepayment of the Net Proceeds applicable Eurodollar Loans or Term SOFR Loans in accordance with this Section 2.11 (determined as of any Asset Sale and (2) if the date such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed prepayment was required to be Excess Proceedsoriginally made). Notwithstanding anything to the contrary contained in this Agreement, any amounts held by the Administrative Agent pursuant to this subsection (h) pending application to any Eurodollar Loans or Term SOFR Loan shall be held and applied to the satisfaction of such Eurodollar Loans or Term SOFR Loans prior to any other application of such property as may be provided for herein.

Mandatory Prepayments and Commitment Reductions. (ia) [Intentionally omitted.] (1b) Within 365 days If any Indebtedness shall be incurred by any Group Member (as may be extended excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.2)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Net Cash Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment thereof shall be permanently reduced by applied on the aggregate principal amount date of such incurrence toward the prepayment of the Amended Term Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total the reduction of the Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Commitments as set forth in Section 2.3(b)(iii2.9(e). (c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale, German Subsidiaries Asset Sale, ▇▇▇ ▇▇▇▇ Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Amended Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $2,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (provided that the transactions described in clause (iii) shall not be subject to this clause (ii)) shall be applied toward the prepayment of the Amended Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e) and (iii) (A) So in the event of a German Subsidiaries Asset Sale, the lesser of (x) the greater of (I) $10,000,000 (or if less, Net Cash Proceeds therefrom) and (II) 50% of the Net Cash Proceeds from such German Subsidiaries Asset Sale and (y) an amount of Net Cash Proceeds therefrom that will result in the Consolidated Leverage Ratio not exceeding 2.50:1.00 (calculated on a pro forma basis as of the last day of the most recently completed period of four fiscal quarters for which financial statements are available but giving effect to any prepayment under this Section 2.9) and (B) in the event of an ▇▇▇ ▇▇▇▇ Asset Sale, the lesser of (x) the greater of (I) $5,000,000 (or if less, Net Cash Proceeds therefrom) and (II) 50% of the Net Cash Proceeds from such ▇▇▇ ▇▇▇▇ Asset Sale and (y) an amount of Net Cash Proceeds therefrom that will result in the Consolidated Leverage Ratio not exceeding 2.50:1.00 (calculated on a pro forma basis as of the last day of the most recently completed period of four fiscal quarters for which financial statements are available but giving effect to any prepayment under this Section 2.9), as the case may be, shall be applied on the date of receipt toward the prepayment of the Amended Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e); provided that if the Consolidated Leverage Ratio does not exceed 2.50:1.00 as of the last day of the most recently completed period of four fiscal quarters for which financial statements are available, in the event of a German Subsidiaries Asset Sale or an ▇▇▇ ▇▇▇▇ Asset Sale, no prepayment of the Amended Term Loans or reduction of the Revolving Commitments under this Section 2.9(c) shall be required. Notwithstanding the foregoing provisions of this Section 2.9(c), so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayments shall be required pursuant to this Section 2.9(c) until the date on which the sum the Net Cash Proceeds required to be applied as mandatory repayments pursuant to this Section 2.9(c) in the absence of this sentence, equals or exceeds $5,000,000. (d) If, for any fiscal year of the Borrower may reinvest or cause commencing with the fiscal year ending December 31, 2005 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Amended Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be reinvested all or any portion delivered to the Lenders and (ii) the date such financial statements are actually delivered. (e) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.9 shall be applied, first, to the prepayment of any Net Proceeds received from any Asset Sale covered the Amended Term Loans in accordance with Section 2.15(b) and payment of accrued interest on the Amended Term Loans so prepaid and, second, to reduce permanently the Revolving Commitments up to $5,000,000 and pay accrued interest on Revolving Loans prepaid pursuant to Section 2.9. Any such reduction of the Revolving Commitments shall be accompanied by Section 9.5 (x) in (1) any one or more businesses; providedprepayment of the Revolving Loans to the extent, if any, that such investment in any business is in the form Total Revolving Extensions of Credit exceed the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans then outstanding is less than the amount of such business such that it constitutes excess (because L/C Obligations constitute a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1portion thereof), (2) and (3)the Borrower shall, used or useful to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a Similar Business or (y) to reduce Indebtedness cash collateral account established with the Administrative Agent for the benefit of a Restricted Subsidiary, other than Indebtedness owed the Secured Parties on terms and conditions satisfactory to the Borrower or Administrative Agent. The application of any Restricted Subsidiary; providedprepayment pursuant to Section 2.9 shall be made, that first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.9 (except in the case of clause (xRevolving Loans that are ABR Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamount prepaid.

Mandatory Prepayments and Commitment Reductions. (ia) If any Capital Stock (1other than a Permitted Issuance) Within 365 days or Indebtedness shall be issued or Incurred by Holdings, the Borrower or any of its Subsidiaries (as may be extended excluding any Incurrence of Indebtedness in accordance with Section 2.3(b)(i)(Bsubsection 7.2 other than the issuance of the Additional Senior Subordinated Notes)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which Net Cash Proceeds thereof shall be applied on the date of such Excess Proceeds exceeds $100,000,000 issuance or Incurrence toward the prepayment of the Term Loans and following such repayment to the Total extent of any excess to the reduction of the Revolving Credit Commitment Commitments as set forth in subsection 2.9(d), provided that if, at the time of such issuance or Incurrence, the Consolidated Leverage Ratio as of the last day of the most recent Test Period is (i) less than 5.00 to 1.00 and greater than or equal to 4.00 to 1.00, an amount equal to 50% of the Net Cash Proceeds thereof shall be permanently reduced by applied on the aggregate principal amount date of such issuance or Incurrence first, toward the prepayment of the Loans so prepaid (allocated on a pro rata basis Term Loans, and second, to each Lender). The Borrower will prepay Loans (and permanently reduce Total the reduction of the Revolving Credit CommitmentsCommitments as set forth in subsection 2.9(d) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used (ii) less than 4.00 to repay or purchase Senior Notes1.00, subject, to each Lender’s ability to reject no such prepayment pursuant to Section 2.3(b)(iii)or reduction shall be required in respect of such issuance or Incurrence. (Ab) So long as no Event of Default shall have occurred and be continuingIf on any date Holdings, the Borrower may reinvest or cause to be reinvested all or any portion of any its Subsidiaries shall receive Net Cash Proceeds received from any Asset Sale covered by Section 9.5 (x) or Recovery Event then, unless a Reinvestment Notice shall be delivered in (1) any one or more businesses; providedrespect thereof, that such investment in any business is in Net Cash Proceeds shall be applied, within five Business Days after such date, toward the form prepayment of the acquisition of Capital Stock Term Loans and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount reduction of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated Revolving Credit Commitments as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1subsection 2.9(d), the Net Proceeds not so applied will provided that if a Reinvestment Notice shall be deemed to be Excess Proceeds.delivered in respect thereof (i) on each Reinvestment Prepayment Date, an amount 54 49

Mandatory Prepayments and Commitment Reductions. (ia) If for any reason the Total Revolving Extensions of Credit exceeds the lesser of (1x) Within 365 days the Total Revolving Commitments then in effect and (as may be extended y) the Maximum Permitted Outstanding Amount, the Borrowers shall immediately prepay the applicable Loans in accordance with Section 2.3(b)(i)(B)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the an aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used equal to repay or purchase Senior Notessuch excess. (b) [Reserved]. (c) [Reserved]On March 31, 2021, the Borrower Total Revolving Commitments shall cause be reduced automatically to $400,000,000 and, concurrently with such reduction, the Borrowers shall make any DocID \\DC - 036150/000014 - 15261895 v6 (d) If any Indebtedness shall be prepaid incurred pursuant to Section 7.2(h), an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount Net Cash Proceeds thereof shall be immediately applied toward the prepayment of the Loans. (e) Any reduction of the Revolving Commitments shall be accompanied by which such Excess Proceeds exceeds $100,000,000 and following such repayment prepayment of the Revolving Loans to the extent, if any, that the Total Revolving Extensions of Credit Commitment shall be permanently reduced by exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated because L/C Obligations constitute a portion thereof), the Borrowers shall, to the extent of the balance of such excess, cash collateralize on a pro rata basis or prior to each Lender)the date of such reduction (in the manner described in Section 3.9) or replace outstanding Letters of Credit. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii2.6 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Revolving Loans under Section 2.6 (except in the case of Revolving Loans that are ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) At any time during the Suspension Period and upon the occurrence of any of the following events, the Borrowers shall prepay the Revolving Loans at par plus accrued and unpaid interest, in each case, on a dollar-for-dollar basis within one Business Day of receipt of such Net Cash Proceeds, in an amount equal to: (i) 100% of the Net Cash Proceeds of (a) any Disposition of assets (other than from (I) casualty or condemnation events, (II) any intercompany transfers, provided proceeds from transfers of assets from Loan Parties to non-Loan Parties will not be so excluded, (III) other Dispositions of assets not to exceed $50,000,000 in the aggregate for all such Dispositions, (IV) dispositions of worn out, surplus or obsolete equipment in the ordinary course of business and (V) Dispositions of assets the proceeds of which are to be applied to finance the acquisition of assets in respect of which the obligation to make such acquisition was incurred prior to the commencement of the Suspension Period (and was not incurred in contemplation thereof)) by the Parent Borrower or any of its Subsidiaries (or, in the case of any non-Wholly-Owned Subsidiary of the Parent Borrower, the applicable parent’s allocable share of such proceeds) and (b) any Designated Asset Sales. (ii) 100% of the Net Cash Proceeds of incurrences of Indebtedness of the Parent Borrower or its Subsidiaries other than (i) any intercompany Indebtedness of the Parent Borrower or any of its Subsidiaries, (ii) any re-financing of existing Indebtedness not increasing the existing amount (or commitments, if applicable) thereof in excess of the principal amount of the Indebtedness being refinanced, plus accrued interest, fees, premiums and refinancing expenses, (iii) Subscription Line Indebtedness, (iv) Indebtedness incurred pursuant to debt facility commitments in existence prior to the commencement of the Suspension Period (and not incurred in contemplation thereof) and any replacement or refinancing thereof not increasing the amount (or amount of commitments, as applicable) thereof and (v) Indebtedness to finance the acquisition of assets in respect of which the obligation to make such acquisition was incurred prior to the commencement of the Suspension Period (and was not incurred in contemplation thereof). (iii) 100% of the Net Cash Proceeds from the issuance of any Capital Stock by the REIT Entity (other than (A) So long issuances and settlements pursuant to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of shares of capital stock or rights to Wholly-Owned Subsidiaries of the Parent Borrower, (C) issuances of shares of Capital Stock in connection with the conversion of convertible shares or units of such party outstanding as no Event of Default shall have occurred the DocID \\DC - 036150/000014 - 15261895 v6 date hereof or otherwise issued in compliance with Section 5.01(c) of the Merger Agreement and be continuing, the Borrower may reinvest or cause (D) issuances to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of finance the acquisition of Capital Stock and results assets in respect of which the Borrower or a Restricted Subsidiary, as obligation to make such acquisition was incurred prior to the case may be, owning an amount commencement of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Suspension Period (2) capital expenditures or (3) acquisitions of other long-term assets, and was not incurred in each of (1contemplation thereof), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceeds.

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be incurred by any Group Member (1) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(Bother than Excluded Indebtedness)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(g); provided that (i) to the extent that the Consolidated Leverage Ratio as of the date of incurrence of Indebtedness pursuant to clause (xv) or (xviii) of Section 8.2(a), calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness (and any required repayments hereunder), is greater than or equal to 4.0 to 1.0 but less than 5.0 to 1.0, in each case after giving effect thereto, only 75% of the Net Cash Proceeds of such Indebtedness shall be applied on the date of such incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(g) and (ii) to the extent that the Consolidated Leverage Ratio as of the date of incurrence of Indebtedness pursuant to clause (xv) or (xviii) of Section 8.2(a), calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness (and any required repayments hereunder), is less than 4.0 to 1.0 after giving effect thereto, no prepayment of Term Loans or reduction of Revolving Commitments shall be required pursuant to this Section. (b) If any Capital Stock shall be issued or sold by any Group Member (other than issuances of Capital Stock to any Group Member or as contemplated by Section 8.6(d)), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or sale toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(g); provided that to the extent that the Consolidated Leverage Ratio as of the date of such issuance or sale of Capital Stock, calculated on a pro forma basis after giving effect to the such issuance or sale (and any required repayments hereunder), is less than 4.5 to 1.0 after giving effect thereto, no prepayment of Term Loans or reduction of Revolving Commitments shall be required pursuant to this Section. (c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(g); provided, that (i) notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(g) and (ii) the Borrower shall use the Net Cash Proceeds of any Disposition to prepay Term Loans and reduce the Revolving Commitments as set forth in Section 4.2(g) to the extent necessary to avoid having to prepay or to offer to prepay any of the Notes, any Additional Senior Subordinated Debt or any Additional Senior Unsecured Notes. (d) If, for any fiscal year of the Borrower there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(g); provided that the amount of any prepayment of Term Loans and reduction of Revolving Commitments required pursuant to this Section 4.2(d) shall be reduced by the amount of any optional prepayments of Term Loans and optional prepayments of Revolving Loans and Swingline Loans to the extent accompanying permanent optional reductions of Revolving Commitments, in each case to the extent such prepayments are made during the relevant fiscal year. Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such Excess Proceeds exceeds $100,000,000 prepayment is made, are required to be delivered to the Lenders and following (ii) the date such repayment financial statements are actually delivered. (e) [Reserved] (f) [Reserved] (g) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 4.2 shall be applied, first, to prepay the Term Loans and, second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit Commitment shall be permanently reduced by exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on a pro rata basis terms and conditions satisfactory to each Lender)the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default 4.2 shall have occurred and be continuingmade, the Borrower may reinvest or cause first, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; providedBase Rate Loans and, that such investment in any business is in the form second, to Eurodollar Loans. Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Loans under Section 4.2 (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that except in the case of clause (xRevolving Loans that are Base Rate Loans and Swingline Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided prepayment on the amount prepaid. (h) Notwithstanding anything to the contrary in Section 4.2(g) or 4.8, with respect to the amount of any mandatory prepayment described in Section 4.2 that is allocated to Tranche B-2 Term Loans (1) such investment is consummated within 635 days after receipt by amounts, the "Tranche B-2 Prepayment Amount"), at any time when Tranche A-2 Term Loans remain outstanding, the Borrower or any Restricted Subsidiary will, in lieu of applying such amount to the Net Proceeds prepayment of any Asset Sale Tranche B-2 Term Loans as provided in paragraph (g) above, on the date specified in Section 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed provide to be Excess Proceeds.each Tranche B-2

Mandatory Prepayments and Commitment Reductions. (a) Unless the Majority Facility Lenders with respect to each Facility shall otherwise agree, if any Capital Stock shall be issued by Holdings or the Borrower (except for shares of Capital Stock of (i) the Borrower issued or sold to Holdings, (1ii) Within 365 days Holdings or the Borrower issued or sold to directors, officers and employees of, or consultants to, Holdings or any of its Subsidiaries, (as may be extended iii) the Borrower issued to any Person in accordance connection with Section 2.3(b)(i)(B)) after the Borrower’s any merger or a Restricted Subsidiary’s receipt other combination of Net Proceeds of any Asset Sale covered by Section 9.5 Holdings with and into the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale (iv) Greenwich IV LLC in accordance connection with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance any merger of Holdings with Section 2.3(b)(i)(B) and into Greenwich IV LLC or Indebtedness shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, be incurred by the Borrower shall cause to be prepaid or any of its Subsidiaries (excluding (i) the Subsequent Holdings Equity Investment or (ii) any Indebtedness permitted by Section 7.2 as in effect on the date of this Agreement), an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence (or on the first Business Day thereafter) toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Majority Facility Lenders with respect to each Facility shall otherwise agree, if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then such Net Cash Proceeds (excluding any Reinvested Amount) shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, the aggregate Net Cash Proceeds of such Asset Sales that may be excluded from the foregoing requirement as Reinvested Amount shall not exceed $2,500,000 in any fiscal year of the Borrower. (c) Unless the Majority Facility Lenders with respect to each Facility shall otherwise agree, if, for the period beginning on the Closing Date and ending December 31, 1998 or for any fiscal year of the Borrower thereafter, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such Excess Proceeds exceeds $100,000,000 prepayment is made, are required to be delivered to the Lenders and following (ii) the date such repayment financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitment shall be permanently reduced by Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash 40 in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on a pro rata basis terms and conditions satisfactory to each Lender)the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to this Section 2.3(b)(iii)shall be made first to Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (Ae) So Notwithstanding the foregoing provisions of this Section, if at any time any prepayment of the Loans pursuant to this Section would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under Section 2.21 as a result of Eurodollar Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially (x) deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurodollar Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurodollar Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower) or (y) make a prepayment of the Revolving Credit Loans in accordance with Section 2.11 with an amount equal to a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurodollar Loans (which prepayment, together with any deposits pursuant to clause (x) above, must be equal in amount to the amount of such Eurodollar Loans not immediately prepaid); provided that, notwithstanding anything in this Agreement to the contrary, the Borrower may reinvest or cause not request any Loan under the Revolving Credit Commitments that would reduce the aggregate amount of the Available Revolving Credit Commitments to be reinvested all or any an amount that is less than the amount of such prepayment until the related portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 such Eurodollar Loans have been prepaid upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurodollar Loans; provided that, in the case of either clause (x) or (y), such unpaid Eurodollar Loans shall continue to bear interest in (1) any one accordance with the applicable provisions hereof until such unpaid Eurodollar Loans or more businesses; provided, that the related portion of such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted SubsidiaryEurodollar Loans, as the case may be, owning have or has been prepaid. (f) If, at any time for any reason, the Revolving Extensions of Credit exceed an amount of equal to the Capital Stock of such business such that it constitutes a Restricted Subsidiarylesser of, (2i) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) the Borrowing Base on such date and (3)ii) the Total Revolving Credit Commitments on such date, used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or shall: first prepay the Revolving Credit Loans then outstanding; second pay any Restricted Subsidiary; providedReimbursement Obligations then outstanding and, that last, cash collateralize any outstanding L/C Obligation in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of an amount equal to such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsexcess.

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness (1) Within 365 days (as may be extended excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B6.02)) after the , shall be issued or incurred by any Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Net Cash Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment thereof shall be permanently reduced by applied on the aggregate principal amount date of such issuance or incurrence toward the prepayment of the Term Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to as set forth in Section 2.3(b)(iii2.09(c). (Ab) So long as no Event of Default If on any date any Borrower shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any receive Net Cash Proceeds received from any Asset Sale covered by or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 9.5 (x) in (1) any one or more businesses2.09(c); provided, that, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that such investment may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $500,000 in any business is in Fiscal Year and (ii) on each Reinvestment Prepayment Date, an amount equal to the form Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the acquisition of Capital Stock Term Loans and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount reduction of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Revolving Commitments as set forth in Section 2.09(c). (2c) capital expenditures Amounts to be applied in connection with prepayments made pursuant to paragraph (a) or (3b) acquisitions of other long-term assets, this Section 2.09 shall be applied to the Term Loans in each accordance with Section 2.15(b). Each prepayment of the Loans pursuant to paragraph (1), (2a) and (3), used or useful in a Similar Business or (yb) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment this Section 2.09 shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that prepayment on the amount prepaid. (1d) such investment is consummated within 635 days after receipt by If for any reason the Borrower or Aggregate Outstanding Revolving Credit at any Restricted Subsidiary of time exceeds the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1)Total Revolving Commitments then outstanding, the Net Proceeds not so applied will be deemed Borrowers shall immediately prepay the Revolving Loans in an aggregate amount equal to be Excess Proceedssuch excess.

Mandatory Prepayments and Commitment Reductions. (i) (1) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(B)) after 2.7.1 An amount equal to the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered Debt for borrowed money (other than Permitted Debt) incurred by Section 9.5 any Obligor shall (for greater certainty, without limiting the Borrower or such Restricted Subsidiary, at its option, may apply rights of the Lenders in respect of the incurrence thereof) be applied to the prepayment of Loans outstanding under the Credit Facilities immediately upon receipt thereof. 2.7.2 An amount equal to the Net Proceeds from such Asset Sale of any issuance of Equity Interests by any Obligor (other than Excluded Equity Issuances) shall, in accordance with Section 2.3(b)(i)(B). Any each case, be applied to the prepayment of Loans outstanding under the Credit Facilities immediately upon receipt thereof. 2.7.3 An amount equal to the Net Proceeds not applied received by an Obligor from any Permitted Disposition described in accordance with Section 2.3(b)(i)(Bclauses (d), (e) shall constitute “Excess Proceeds”. If at and (f) of such definition by any time Obligor in excess of $1,000,000 in the aggregate amount for all Obligors in any Operating Year that is not reinvested in other Property useful for the Business within (x) 270 days following receipt of Excess such Net Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, (y) if the Borrower enters into a legally binding commitment to reinvest such Net Proceeds within 270 days following receipt thereof, 90 days of the date of such legally binding commitment, shall cause be applied to be prepaid an aggregate principal amount the prepayment of Loans and Senior Notes, on a pro rata basis, equal to 100% of outstanding under the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans Facilities; provided that so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no an Event of Default shall have occurred and be continuing, no Obligor shall be permitted to make any such reinvestment (other than pursuant to a legally binding commitment entered into at a time when no Event of Default was continuing). 2.7.4 An amount equal to the Borrower may reinvest or cause Net Proceeds (i) of any insurance required to be reinvested all maintained under this Agreement received by an Obligor (or any portion to which an Obligor is entitled pursuant to Section 7.6) on account of any Net Proceeds loss, damage or injury to any part of its Property or (ii) of Expropriation of Property received from by an Obligor, on a combined basis, in excess of $500,000 in the aggregate for all Obligors in any Asset Sale covered by Section 9.5 Operating Year, that are not used for the repair, rebuild or replacement of such Property or reinvested in other Property useful for the Business within (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock 270 days following receipt of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business Net Proceeds or (y) to reduce Indebtedness of if an Obligor enters into a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a legally binding commitment shall be treated as a permitted application to repair, rebuild or replace such Property or reinvest in such other Property within 270 days following receipt thereof, 90 days of the Net Proceeds from the date of such legally binding commitment; provided that , shall be applied (or to the extent the Administrative Agent is loss payee under any insurance policy, the Administrative Agent is hereby irrevocably directed to apply such Net Proceeds) to the prepayment of Loans outstanding under the Credit Facilities. 2.7.5 Commencing upon the delivery of the financial statements and Compliance Certificate required to be delivered for the Operating Year ending March 31, 2021, an amount equal to 50% of Excess Annual Cash Flow for each Operating Year shall be paid by the Borrower to the Administrative Agent and applied to the prepayment of outstanding Loans under the Credit Facilities within five (5) Business Days of the date on which the Compliance Certificate in respect of such Operating Year is delivered pursuant to Section 9.1.1.3(a), if the Total Leverage Ratio is greater than 3.00:1.00 as at the end of such Operating Year as reported in such Compliance Certificate. For greater certainty, at no time shall a prepayment be required under this Section 2.7.5 if the Total Leverage Ratio is equal to or less than 3.00:1.00, based on such Compliance Certificate. 2.7.6 An amount equal to the Net Proceeds received by an Obligor on account of OLG Compensation Payments in excess of $500,000 in aggregate received by the Borrower shall within five (5) Business Days of receipt thereof be applied to the prepayment of Loans outstanding under the Credit Facilities. 2.7.7 An amount equal to the proceeds of the initial Advance and all interest (calculated from the Initial Advance Date) and other amounts owing by the Borrower hereunder (in excess of all amounts directly returned to the Lenders pursuant to the Escrow Agreement, which shall be deemed to have been repaid by the Borrower pursuant to this Section 2.7.7), together with the OLG Letter of Credit for cancellation, shall immediately be applied to the repayment of all Obligations of the Borrower hereunder if the Purchase Transaction fails to close in accordance with the TAPA and the Escrow Agreement within one (1) such investment is consummated within 635 days Business Day after receipt by the Borrower or any Restricted Subsidiary Initial Advance Date. 2.7.8 Prepayments under this Section 2.7 shall be applied (i) first, to the remaining scheduled amortization payments (including the balloon payment due on the Final Maturity Date) under the Term Facility in inverse order of maturity until the Term Facility has been fully repaid, and (ii) second, to the Revolving Facility (provided that there shall be no permanent reduction of the Net Proceeds Revolving Facility for any such prepayment of the Revolving Facility). 2.7.9 Any prepayments under Section 2.6 and this Section 2.7 shall be applied (after payment of any Asset Sale accrued and unpaid interest, fees and expenses then due and owing hereunder) as follows: (i) first, to the outstanding principal balance of Prime Rate Loans or USBR Loans, as applicable, (ii) second, to the outstanding principal balance of Bankers’ Acceptance Loans or LIBOR Loans, as applicable, on the applicable Maturity Date thereof, (iii) third, to the outstanding reimbursement obligations with respect to Letters of Credit in the applicable currency, (iv), fourth, to cash collateralize any unmatured Bankers’ Acceptance Loans in the manner contemplated in Section 2.9, and (2v) if fifth, except where expressly excluded in respect of such investment is not consummated within mandatory prepayment, to cash collateralize any undrawn principal amounts of Letters of Credit in the period set forth manner contemplated in subclause (1), Section 5.4. Any unwind costs associated with the Net Proceeds not so applied will termination of Hedging Arrangements as a result of any such repayment or prepayment shall be deemed to be Excess Proceedsfor the account of the Borrower.

Mandatory Prepayments and Commitment Reductions. (i) (1) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(B)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of If any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed stock, stock options and other equity based awards granted directly or indirectly to the Borrower employees, officers, consultants or any Restricted Subsidiary; provideddirectors, that directors' qualifying shares and stock issued to another Group Member or in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt connection with an acquisition by the Borrower or any Restricted Subsidiary of its Subsidiaries otherwise permitted by this Agreement) shall be issued by any Group Member, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans as set forth in Section 2.9(c). (ii) If the Senior Notes are issued by the Borrower, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans as set forth in Section 2.9(c). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale and (2) if or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 50% such investment is not consummated within Net Cash Proceeds shall be applied on such date toward the period prepayment of the Term Loans as set forth in subclause Section 2.9(c); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.9(c). (1), the Net Proceeds not so applied will be deemed c) Amounts to be Excess Proceedsapplied in connection with prepayments made pursuant to Section 2.9 shall be applied to the prepayment of the Term Loans in accordance with Section 2.15(b). The application of any prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.9 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be incurred by any Group Member (1) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(Bother than Excluded Indebtedness)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Net Cash Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment thereof shall be permanently reduced by applied on the aggregate principal amount date of such incurrence toward the prepayment of the Term Loans so prepaid (allocated and, if applicable, the reduction of any unused Tranche A Term Commitments) and the reduction of the Revolving Commitments as set forth in Section 4.2(g); provided that (i) to the extent that the Consolidated Leverage Ratio as of the date of incurrence of Indebtedness pursuant to Section 8.2(a)(xv), calculated on a pro rata forma basis after giving effect to the incurrence of such Indebtedness (and any required repayments hereunder), is greater than or equal to 4.0 to 1.0 but less than 5.0 to 1.0, in each Lender). The Borrower will prepay case after giving effect thereto, only 75% of the Net Cash Proceeds of such Indebtedness shall be applied on the date of such incurrence toward the prepayment of the Term Loans (and permanently reduce Total Revolving Credit and, if applicable, the reduction of any unused Tranche A Term Commitments) with Excess Proceeds within 30 days after and the reduction of the Revolving Commitments as set forth in Section 4.2(g) and (ii) to the extent that the Consolidated Leverage Ratio as of the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment incurrence of Indebtedness pursuant to Section 2.3(b)(iii8.2(a)(xv), calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness (and any required repayments hereunder), is less than 4.0 to 1.0 after giving effect thereto, only 50% of the Net Cash Proceeds of such Indebtedness shall be applied on the date of such incurrence toward the prepayment of the Term Loans (and, if applicable, the reduction of any unused Tranche A Term Commitments) and the reduction of the Revolving Commitments as set forth in Section 4.2(g). (Ab) So long If any Capital Stock shall be issued or sold by any Group Member (other than issuances of Capital Stock to any Group Member or as no Event contemplated by Section 8.6(d)), an amount equal to 50% of Default the Net Cash Proceeds thereof shall have occurred and be continuingapplied on the date of such issuance or sale toward the prepayment of the Term Loans (and, if applicable, the Borrower may reinvest or cause to be reinvested all or any portion reduction of any unused Tranche A Term Commitments) and the reduction of the Revolving Commitments as set forth in Section 4.2(g). (c) If on any date any Group Member shall receive Net Cash Proceeds received from any Asset Sale covered by or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans (and, if applicable, the reduction of any unused Tranche A Term Commitments) and the reduction of the Revolving Commitments as set forth in Section 9.5 (x) in (1) any one or more businesses4.2(g); provided, that such investment in any business is in (i) notwithstanding the form foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the acquisition Term Loans (and, if applicable, the reduction of Capital Stock any unused Tranche A Term Commitments) and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount reduction of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, Revolving Commitments as set forth in each of (1), (2Section 4.2(g) and (3), used or useful in a Similar Business or (yii) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of use the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Cash Proceeds of any Asset Sale Disposition to prepay Term Loans (and, if applicable, reduce any unused Tranche A Term Commitments) and (2) if such investment is not consummated within reduce the period Revolving Commitments as set forth in subclause (1)Section 4.2(g) to the extent necessary to avoid having to prepay or to offer to prepay any of the Notes, the Net Proceeds not so applied will be deemed to be Excess ProceedsExisting Subordinated Notes or any Additional High Yield Debt.

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be incurred by any Group Member (1) Within 365 days (as may be extended excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.1)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Net Cash Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment thereof shall be applied on the date of such incurrence toward the reduction of the Commitments as set forth in Section 2.6(c). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the reduction of the Commitments as set forth in Section 2.6(c); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the reduction of the Commitments as set forth in Section 2.6(c). (c) Amounts to be applied in connection with prepayments made pursuant to Section 2.6 and Commitment reductions made pursuant to Section 2.6 shall be applied to reduce permanently the applicable Commitments. Any such reduction of the Commitments shall be accompanied by prepayment of the Loans to the extent, if any, that the (i) Last Out Tranche Extensions of Credit exceed the amount of the Last Out Tranche Commitments as so reduced by or (ii) First Out Tranche Extensions of Credit exceed the amount of the First Out Tranche Commitments as so reduced, provided that if the aggregate principal amount of Loans then outstanding is less than the Loans so prepaid amount of any such excess (allocated because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on a pro rata basis terms and conditions satisfactory to each Lender)the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment made pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default 2.6 and Commitment reductions pursuant to Section 2.6 shall have occurred be made, first, to Last Out Tranche Loans and be continuingLast Out Tranche Commitments and, the Borrower may reinvest or cause second, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form First Out Tranche Loans and First Out Tranche Commitments. Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Loans under Section 2.6 (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that except in the case of clause (xLoans that are ABR Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree, subject to Section 2.18(d), if any Capital Stock shall be issued (excluding (i) Capital Stock issued to employees of TTPC or its Subsidiaries so long as the aggregate amount of net cash proceeds therefrom does not exceed $5,000,000, (1ii) Within 365 days Capital Stock (consisting of treasury stock that was purchased by TTPC from the Sponsors) sold to senior management of TTPC as may be extended part of the Management Investment and (iii) Capital Stock (consisting of treasury stock that was purchased from senior management or employees) sold to other senior management or employees), or Indebtedness incurred, by any Loan Party or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Sections 7.2(a)-(h), (j) and (k) as in effect on the date of this Agreement), an amount equal to, in the case of the issuance of Capital Stock, 50% of the Net Cash Proceeds thereof, or, in the case of the incurrence of Indebtedness, 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.3(b)(i)(B2.12(d). (b) after Unless the Borrower’s Required Prepayment Lenders shall otherwise agree, subject to Section 2.18(d), if on any date any Loan Party or a Restricted Subsidiary’s receipt any of its Subsidiaries shall receive Net Cash Proceeds of from any Asset Sale covered by or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 9.5 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $10,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (c) Unless the Required Prepayment Lenders shall otherwise agree, subject to Section 2.18(d), if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2003 (for the period from the Closing Date to December 31, 2003), there shall be Excess Cash Flow, the Borrower shall on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.12 shall be applied, first, to the prepayment of the Term Loans, second, to reduce permanently the Revolving Credit Commitments and, third, to the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B)other Person as shall be lawfully entitled thereto. Any Net Proceeds not applied such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of the Total Revolving Credit Commitments as so reduced (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in accordance immediately available funds in a cash collateral account established with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”the Administrative Agent for the benefit of the Secured Parties on terms and conditions satisfactory to the Administrative Agent (and each of TTPC, LP and the Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a continuing security interest in all amounts at any time on deposit in such cash collateral account to secure all L/C Obligations from time to time outstanding and all other Obligations). If at any time the aggregate Administrative Agent determines that any funds held in such cash collateral account are subject to any right or claim of any Person other than the Administrative Agent and the Secured Parties or that the total amount of Excess Proceeds exceeds $100,000,000 such funds is less than the amount of such excess, the Borrower shall, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and Excess Proceeds held in such cash collateral account, an amount equal to the excess of at least $100,000,000 (a) the amount of such excess over (b) the total amount of funds, if any, then held in such cash collateral account that the Administrative Agent determines to be free and clear of any such right and claim. The application of any prepayment pursuant to Section 2.11 and this Section 2.12 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans; provided that if no Default or Event of Default has been used occurred and is continuing and solely on terms and conditions acceptable to repay or purchase Senior Notesthe Administrative Agent, the Borrower shall cause be entitled to temporarily place any amounts payable pursuant to this Section 2.12 in a cash collateral account to minimize the amount of any payments required to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced made by the aggregate principal amount Borrower pursuant to Section 2.21. Each prepayment of the Loans so prepaid under Section 2.11 and this Section 2.12 (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that except in the case of clause Revolving Credit Loans (xunless the Revolving Credit Loans are being repaid in full and the Revolving Credit Commitments terminated) above, a binding commitment that are Base Rate Loans and Swing Line Loans) shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment to the Borrower or any Restricted Subsidiary of applicable Lender on the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamount prepaid.

Mandatory Prepayments and Commitment Reductions. (ia) If any Capital Stock or Indebtedness shall be issued or incurred by any Group Member (1other than Excluded Indebtedness, any Capital Stock issued to any Group Member and Capital Stock issued pursuant to the Employee Stock Purchase Plan) Within 365 days or any capital contribution is made to any Group Member (as may be extended in accordance with Section 2.3(b)(i)(Bother than a capital contribution by any Group Member)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Net Cash Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment thereof shall be permanently reduced by applied on the aggregate principal amount date of such issuance, incurrence or contribution toward the prepayment of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Term Loan set forth in Section 2.3(b)(iii4.2(c). (Ab) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loan; provided, that, to the extent any prepayment pursuant to this clause (b) is made with the Net Cash Proceeds from the Prescott Sale/Leaseback, then the Borrowers shall only be required to apply toward the prepayment of the Term Loan an amount equal to 50% of the aggregate Net Cash Proceeds received by any Group Member from the Prescott Sale/Leaseback; provided, further, that: (c) Each prepayment of the Term Loan under Section 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. So long as no Default or Event of Default shall have occurred and be continuingcontinuing any prepayments by the Borrowers shall be applied as follows: first, to fees and reimbursable expenses of the Administrative Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Term Loan, including any interest required to be paid pursuant to Section 4.3; third, to prepay the principal balance of the Term Loan until prepaid in full; fourth, to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.5; and fifth, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed remaining to the Borrower Borrowers or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsother Person legally entitled thereto.

Mandatory Prepayments and Commitment Reductions. (ia) (1) Within 365 days (as may If any Capital Stock or Indebtedness shall be extended in accordance with Section 2.3(b)(i)(B)) after issued or incurred by any member of the Borrower’s Restricted Group, or a Restricted Subsidiary’s receipt of Net Proceeds of if any Asset Sale covered by Section 9.5 the Borrower or such Restricted SubsidiaryAdditional Subordinated Debt shall be incurred, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Net Cash Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment thereof shall be permanently reduced by applied on the aggregate principal amount date of such issuance or incurrence toward the reduction of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Commitments as set forth in Section 2.3(b)(iii2.6(d). (Ab) So long as no Event If on any date any member of Default the Restricted Group shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any receive Net Cash Proceeds received from any Asset Sale covered by then 80% of such Net Cash Proceeds shall be applied on such date toward the reduction of the Revolving Commitments as set forth in Section 9.5 2.6(d) unless the Required Lenders waive the same in accordance with Section 10.1. (xc) in On (1i) any one date on which the outstanding Revolving Extensions of Credit exceed the aggregate Revolving Commitments or more businesses; provided(ii) any member of the Restricted Group shall receive Net Cash Proceeds from a Recovery Event and, that such investment in any business is in the form case of the acquisition of Capital Stock and results this clause (ii), no Reinvestment Notice shall have been delivered in respect thereof, the Borrower or a Restricted Subsidiary, as will apply the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, excess (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (xi)) aboveor 50% of such Net Cash Proceeds (in the case of clause (ii)) to repay Loans and, to the extent of any such amount remaining after repayment of all outstanding Loans (because of outstanding L/C Obligations), replace outstanding Letters of Credit and/or deposit an amount in cash in a binding commitment cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. On each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be treated applied toward the prepayment of the Loans, replacement of outstanding Letters of Credit and collateralization of L/C Obligations as set forth in the first sentence of this subsection (c). (d) Amounts to be applied in connection with Revolving Commitment reductions made pursuant to subsections (a) and (b) above or subsection (e) below shall be applied to reduce permanently the Revolving Commitments unless the Required Lenders waive the same in accordance with Section 10.1. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a permitted portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. (e) The Revolving Commitments shall be reduced in the manner specified in clause (d) above automatically and without further act by any Person on any date on which the Reference Amount (as defined in the Master Lease) is reduced pursuant to clause (i) of the definition thereof. (f) The application of any prepayment pursuant to this Section 2.6 shall be made, first, to COF Loans and, second, to Eurodollar Loans. Each prepayment of the Net Proceeds from Loans under this Section 2.6 shall be accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or amount prepaid and any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamounts due under Section 2.15.

Mandatory Prepayments and Commitment Reductions. (ia) If for any reason the Total Revolving Extensions of Credit exceeds the lesser of (1x) Within 365 days the Total Revolving Commitments then in effect and (as may be extended in accordance with Section 2.3(b)(i)(B)y) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior NotesMaximum Permitted Outstanding Amount, the Borrower shall cause to be prepaid immediately, prepay the applicable Loans in an aggregate principal amount of Loans and Senior Notesequal to such excess. (b) [Reserved] (c) [Reserved] (d) If any Indebtedness shall be incurred pursuant to Section 7.2(h), on a pro rata basis, an amount equal to 100% of the amount Net Cash Proceeds thereof shall be immediately applied toward the prepayment of the Loans. (e) Any reduction of the Revolving Commitments shall be accompanied by which such Excess Proceeds exceeds $100,000,000 and following such repayment prepayment of the Revolving Loans to the extent, if any, that the Total Revolving Extensions of Credit Commitment shall be permanently reduced by exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, cash collateralize on a pro rata basis or prior to each Lender)the date of such reduction (in the manner described in Section 3.9) or replace outstanding Letters of Credit. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default 2.6 shall have occurred and be continuingmade, the Borrower may reinvest or cause first, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; providedABR Loans and, that such investment in any business is in the form second, to Eurodollar Loans. Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Revolving Loans under Section 2.6 (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that except in the case of clause (xRevolving Loans that are ABR Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; prepayment on the amount prepaid. (f) At any time during the Suspension Period and upon the occurrence of any of the following events, the Borrower shall prepay the Revolving Loans at par plus accrued and unpaid interest, in each case, on a dollar-for-dollar basis within one Business Day of receipt of such Net Cash Proceeds, in an amount equal to: (i) 100% of the Net Cash Proceeds of (a) any Disposition of assets (other than from (I) casualty or condemnation events, (II) any intercompany transfers, provided that proceeds from transfers of assets from Loan Parties to non-Loan Parties will not be so excluded, (1III) other Dispositions of assets not to exceed $50,000,000 in the aggregate for all such investment is consummated within 635 days after receipt Dispositions, (IV) dispositions of worn out, surplus or obsolete equipment in the ordinary course of business and (V) Dispositions of assets the proceeds of which are to be applied to finance the acquisition of assets in respect of which the obligation to make such acquisition was incurred prior to the commencement of the Suspension Period (and was not incurred in contemplation thereof)) by the Borrower or any Restricted Subsidiary of its Subsidiaries (or, in the case of any non-Wholly-Owned Subsidiary, the applicable parent’s allocable share of such proceeds) and (b) any Designated Asset Sales. (ii) 100% of the Net Cash Proceeds of incurrences of Indebtedness of the Borrower or its Subsidiaries other than (i) any Asset Sale intercompany Indebtedness of the Borrower or any of its Subsidiaries, (ii) any re-financing of existing Indebtedness not increasing the existing amount (or commitments, if applicable) thereof in excess of the principal amount of the Indebtedness being refinanced, plus accrued interest, fees, premiums and refinancing expenses, (iii) Subscription Line Indebtedness, (iv) Indebtedness incurred pursuant to debt facility commitments in existence prior to the commencement of the Suspension Period (and not incurred in contemplation thereof) and any replacement or refinancing thereof not increasing the amount (or amount of commitments, as applicable) thereof and (2v) if Indebtedness to finance the acquisition of assets in respect of which the obligation to make such investment is acquisition was incurred prior to the commencement of the Suspension Period (and was not consummated within the period set forth incurred in subclause contemplation thereof). (1), iii) 100% of the Net Cash Proceeds from the issuance of any Capital Stock by the REIT Entity (other than (A) issuances and settlements pursuant to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of shares of capital stock or rights to Wholly-Owned Subsidiaries, (C) issuances of shares of Capital Stock in connection with the conversion of convertible shares or units of such party outstanding as of the date hereof or otherwise issued in compliance with Section 5.01(c) of the Merger Agreement and (D) issuances to finance the acquisition of assets in respect of which the obligation to make such acquisition was incurred prior to the commencement of the Suspension Period (and was not so applied will be deemed to be Excess Proceedsincurred in contemplation thereof)).

Mandatory Prepayments and Commitment Reductions. (a) If any Capital Stock shall be issued by any Group Member to any Person that is not a Group Member (other than Capital Stock of the U.S. Borrower issued (x) to employees of the U.S. Borrower and its Subsidiaries pursuant to the U.S. Borrower's 401(k) plan or to employees of the Canadian Borrower and its Subsidiaries pursuant to the Robin Hood Stock Purchase Plan or (y) in connection with the exercise ▇▇ ▇▇▇▇▇▇▇ issued to employees, consultants and directors of the U.S. Borrower and its Subsidiaries), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments and Canadian Swingline Commitment as set forth in Section 2.18(e). (b) If any Indebtedness shall be issued or incurred by any Group Member subsequent to the Closing Date (excluding (i) any refinancing of the Bridge Facility permitted under this Agreement to the extent the proceeds of any such refinancing are applied to repay the Bridge Facility and (1ii) Within 365 days (as may be extended any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.2)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Net Cash Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment thereof shall be permanently reduced by applied on the aggregate principal amount date of such incurrence toward the prepayment of the Term Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total the reduction of the Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 Commitments and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Canadian Swingline Commitment as set forth in Section 2.3(b)(iii2.18(e). (Ac) So long as no Event of Default If on any date any Group Member shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any receive Net Cash Proceeds received from any Asset Sale covered or Recovery Event which, when aggregated with all other Net Cash Proceeds from Asset Sales or Recovery Events, respectively, theretofore received by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form Group Members during the fiscal year of the acquisition of Capital Stock and results U.S. Borrower in the Borrower which such date occurs, exceeds $5,000,000 for all such Asset Sales or a Restricted SubsidiaryRecovery Events, as the case may be, owning then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds in excess of $5,000,000 shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.18(e); PROVIDED that notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000, (ii) the aggregate Net Cash Proceeds of Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 and (iii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments and Canadian Swingline Commitment as set forth in Section 2.18(e). (d) Concurrently with the delivery of the financial statements referred to in Section 6.1(a) for each fiscal year of the U.S. Borrower, commencing with the fiscal year ending on or about February 28, 2003, the U.S. Borrower shall deliver to the U.S. Administrative Agent and each Lender a certificate executed by a Responsible Officer of the U.S. Borrower (which may be included as part of the Compliance Certificate delivered pursuant to Section 6.2(b)(ii) in connection with the financial statements for such fiscal year) setting forth in reasonable detail the calculation of Excess Cash Flow for such fiscal year. If there shall be Excess Cash Flow for any such fiscal year, the U.S. Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Commitments and Canadian Swingline Commitment as set forth in Section 2.18(e). Each such prepayment and commitment reduction shall be made on a date (an "EXCESS CASH FLOW APPLICATION DATE") no later than five days after the earlier of (i) the date on which the financial statements of the U.S. Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (e) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, FIRST, to the prepayment of the Term Loans, SECOND, to reduce permanently the Revolving Commitments and, THIRD, to reduce permanently the Canadian Swingline Commitment. Except to the extent provided in the immediately succeeding sentence, prepayments of the Term Loans made pursuant to this Section shall be applied PRO RATA to the U.S. Tranche A Term Loans, the U.S. Tranche B Term Loans and the Canadian Term Loans and ratably to the respective remaining installments thereof, and reductions of the Revolving Commitments made pursuant to this Section shall be applied PRO RATA to the U.S. Revolving Commitments and the Canadian Revolving Commitments in effect at the time of such reduction. Any prepayments and Commitment reductions made pursuant to paragraph (c) of this Section, to the extent the assets that are the subject of any Asset Sale or Recovery Event are owned by the U.S. Borrower or any of its Subsidiaries (other than the Canadian Borrower or any of its Subsidiaries) shall be applied, FIRST, to the prepayment of the U.S. Term Loans (PRO RATA, to the U.S. Tranche A Term Loans and the U.S. Tranche B Term Loans and ratably to the respective remaining installments thereof), SECOND to the permanent reduction of the U.S. Revolving Commitment, THIRD, to the prepayment of the Canadian Term Loan (ratably to the remaining installments thereof), FOURTH, to the permanent reduction of the Canadian Revolving Commitment, and FIFTH, to the permanent reduction of the Canadian Swingline Commitment. Any prepayments and Commitment reductions made pursuant to paragraph (c) of this Section, to the extent the assets that are the subject of any Asset Sale or Recovery Event are owned by the Canadian Borrower or any of its Subsidiaries shall be applied, FIRST, to the prepayment of the Canadian Term Loan (ratably to the remaining installments thereof), SECOND, to the permanent reduction of the Canadian Revolving Commitment, THIRD, to the permanent reduction of the Canadian Swingline Commitment, FOURTH, to the prepayment of the U.S. Term Loans (PRO RATA, to the U.S. Tranche A Term Loans and the U.S. Tranche B Term Loans and ratably to the respective remaining installments thereof), and FIFTH, to the permanent reduction of the U.S. Revolving Commitment. (f) Notwithstanding anything to the contrary in Section 2.18(e) or 2.24, with respect to the amount of any mandatory prepayment described in Section 2.18 that is allocated to U.S. Tranche B Term Loans (such amount, the "TRANCHE B PREPAYMENT AMOUNT"), at any time when Tranche A Term Loans remain outstanding, the relevant Borrower will, in lieu of applying such amount to the prepayment of U.S. Tranche B Term Loans as provided in paragraph (e) above, on the date specified in Section 2.18 for such prepayment, give the Administrative Agents telephonic notice (promptly confirmed in writing) requesting that the U.S. Administrative Agent prepare and provide to each U.S. Tranche B Lender a notice (each, a "PREPAYMENT OPTION NOTICE") as described below. As promptly as practicable after receiving such notice, the U.S. Administrative Agent will send to each U.S. Tranche B Lender a Prepayment Option Notice, which shall be in the form of Exhibit G, and shall include an offer by the Borrowers to prepay on the date (each a "MANDATORY PREPAYMENT DATE") that is 10 Business Days after the date of the Prepayment Option Notice, the U.S. Tranche B Term Loans of such Lender by an amount equal to the portion of the Tranche B Prepayment Amount indicated in such Lender's Prepayment Option Notice. On the Mandatory Prepayment Date, (i) the Borrowers shall pay to the relevant U.S. Tranche B Lenders the aggregate amount necessary to prepay that portion of the outstanding U.S. Tranche B Term Loans in respect of which such Lenders have accepted prepayment as described above, and (ii) the Borrowers shall pay to the Tranche A Lenders an amount equal to 100% of the portion of the Tranche B Prepayment Amount not accepted by the relevant Lenders, and such amount shall be applied to the prepayment of the Tranche A Term Loans, PROVIDED, HOWEVER, that if such Tranche B Prepayment Amount arises from a mandatory prepayment from any Asset Sale or Recovery Event with respect to assets owned by (x) the U.S. Borrower or any of its Subsidiaries (other than the Canadian Borrower or any of its Subsidiaries), such amount shall be applied FIRST, to the prepayment of the U.S. Tranche A Term Loans and SECOND, to the prepayment of the Canadian Term Loans and (y) the Canadian Borrower or any of its Subsidiaries, such amount shall be applied FIRST, to the prepayment of the Canadian Term Loans and SECOND, to the prepayment of the U.S. Tranche A Term Loans. (g) Any reduction of the U.S. Revolving Commitments pursuant to this Section 2.18 shall be accompanied by prepayment of the U.S. Revolving Loans to the extent, if any, that the Total U.S. Revolving Extensions of Credit exceed the amount of the Capital Stock Total U.S. Revolving Commitments as so reduced, PROVIDED that if the aggregate principal amount of U.S. Revolving Loans then outstanding is less than the amount of such business such that it constitutes excess (because U.S. L/C 48 Obligations constitute a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1portion thereof), the U.S. Borrower shall, to the extent of the balance of such excess, replace outstanding U.S. Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the U.S. Administrative Agent, for the benefit of the U.S. Lenders, on terms and conditions satisfactory to the U.S. Administrative Agent. Any reduction of the Canadian Revolving Commitments pursuant to this Section shall be accompanied by prepayment of the Canadian Revolving Loans to the extent, if any, that the Canadian Dollar Equivalent of the Total Canadian Revolving Loans exceed the amount of the Total Canadian Revolving Commitments as so reduced. Any reduction of the Canadian Swingline Commitment pursuant to this Section shall be accompanied by prepayment of the Canadian Swingline Loans to the extent, if any, that the aggregate then outstanding amount of the Canadian Swingline Extensions of Credit exceeds the amount of the Canadian Swingline Commitment as so reduced, PROVIDED that if the aggregate principal amount of Canadian Swingline Loans then outstanding is less than the amount of such excess (2) and (3because Canadian L/C Obligations constitute a portion thereof), used or useful the Canadian Borrower shall, to the extent of the balance of such excess, replace outstanding Canadian Letters of Credit and/or deposit an amount in cash in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiarycash collateral account established with the Canadian Swingline Lender, other than Indebtedness owed on terms and conditions satisfactory to the Borrower Canadian Swingline Lender. The application of any prepayment pursuant to this Section shall be made, FIRST, to ABR Loans, U.S. Base Rate Loans or any Restricted Subsidiary; providedC$ Prime Loans, that as the case may be, and, SECOND, to Eurodollar Loans. Each prepayment of the Loans under this Section (except in the case of clause (xRevolving Loans that are ABR Loans, U.S. Base Rate Loans or C$ Prime Loans and Canadian Swingline Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamount prepaid.

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be incurred by any Group Member (1) Within 365 days (as may other than any Indebtedness permitted to be extended incurred by any such Person in accordance with Section 2.3(b)(i)(B‎7.2)) after the Borrower’s or , concurrently with, and as a Restricted Subsidiary’s receipt condition to closing of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiarytransaction, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in clause ‎(g) of this Section ‎2.11. (b) Subject to clauses ‎(d) and ‎(i) of this Section ‎2.11, if, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount by which equal to (i) the ECF Percentage for such period of such Excess Proceeds exceeds $100,000,000 Cash Flow over (ii) in each case at the option of the Borrower Representative and following such repayment to the Total Revolving Credit Commitment shall be permanently reduced by extent not funded with (x) the proceeds of Indebtedness constituting “long term indebtedness” (or a comparable caption) under GAAP (other than Indebtedness in respect of any revolving credit facility) or (y) the proceeds of Permitted Cure Securities applied pursuant to Section ‎9.4, the aggregate principal amount of (1) all Purchases by any Permitted Auction Purchaser (determined as the par value of the Loans so prepaid purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction or open market purchase permitted hereunder, (allocated 2) voluntary prepayments of Term Loans and Revolving Loans (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments), (3) optional prepayments, purchases and redemptions and buybacks (with credit given to the par value of the loans or notes repurchased) by UK Holdco and the Restricted Subsidiaries of other Indebtedness that is secured by a Lien ranking pari passu (determined without regard to the control of remedies) with the Lien securing the Obligations (but, in the case of revolving indebtedness, only to the extent of a concurrent and permanent reduction in the revolving commitments), (4) payments by UK Holdco and the Restricted Subsidiaries in cash on account of Capital Expenditures, (5) payments by UK Holdco and the Restricted Subsidiaries in cash on account of acquisitions or other Investments permitted hereunder (including any earn-out payments) and (6) Restricted Payments made in cash pursuant to Section ‎7.3(a), ‎(b)‎(iv), ‎(b)‎(v), ‎(b)‎(vi), ‎(b)‎(viii), ‎(b)‎(x), ‎(b)‎(xii), ‎(b)‎(xiii), ‎(b)‎(xix) and ‎(b)‎(xxi), in each case, made during, or committed to be made within 12 months of the end of, the Excess Cash Flow Period (provided, however, that if any payment committed to be made is not actually made in cash within such period, such amount shall be added back to Excess Cash Flow for the subsequent Excess Cash Flow Period) or, at the option of the Borrower Representative, after the Excess Cash Flow Period and prior to the Excess Cash Flow Application Date, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Term Loans as set forth in clause ‎(g) of this Section ‎2.11, provided that no such prepayment shall be made if the Excess Cash Flow for any Excess Cash Flow Period is less than $30,000,000 (and, if Excess Cash Flow exceeds such amount, only such excess shall be subject to prepayment). Each such prepayment shall be made on a pro rata basis to each Lender). The Borrower will prepay Loans date (and permanently reduce Total Revolving Credit Commitmentsan “Excess Cash Flow Application Date”) with Excess Proceeds within 30 days no later than 10 Business Days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds on which the financial statements of at least $100,000,000 has been used UK Holdco referred to repay or purchase Senior Notesin Section ‎6.1(a), subject, for the fiscal year with respect to each Lender’s ability to reject which such prepayment is made, are required to be delivered to the Lenders. (c) Subject to clauses ‎(d) and ‎(i) of this Section ‎2.11, if, on any date, UK Holdco or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event in excess of (i) the greater of $8,000,000 and 0.7% of Consolidated EBITDA as of the most recently ended Reference Period in any single transaction or series of related transactions and (ii) with respect to all other Net Cash Proceeds not excluded pursuant to the preceding clause ‎(i), the greater of $18,000,000 and 1.6% of Consolidated EBITDA as of the most recently ended Reference Period for all such Net Cash Proceeds in any fiscal year, then, unless the Borrower Representative has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), an aggregate amount equal to 100% of such Net Cash Proceeds shall be applied within ten Business Days of such date to prepay outstanding Term Loans in accordance with this Section 2.3(b)(iii‎2.11; provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to any Asset Sale or Recovery Event, shall be applied to prepay the outstanding Term Loans as set forth in Section ‎2.11(g). (Ad) So long as no Event of Default shall have occurred Notwithstanding anything to the contrary in this Agreement (including clauses ‎(b) and be continuing‎(c) above), to the extent that the Borrower may reinvest Representative has determined in good faith that (i) any of or cause to be reinvested all or any portion the Net Cash Proceeds of any Net Proceeds received from any Asset Sale covered or Recovery Event by Section 9.5 a Subsidiary or Excess Cash Flow attributable to Subsidiaries (xor branches of Subsidiaries) are prohibited or delayed by applicable local law from being repatriated to the relevant Borrower(s) (including as a result of financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), (ii) such repatriation would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officers) or (iii) in the case of Foreign Subsidiaries, such repatriation or any distribution of the relevant amounts would reasonably be expected to result in material adverse Tax consequences, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in this Section ‎2.11 but may be retained by the applicable Subsidiary or branch (1) any one the Borrowers hereby agreeing to cause the applicable Subsidiary or more businessesbranch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences); provided, that for a period of 360 days from receipt of such investment Net Cash Proceeds, if such repatriation becomes permitted under such applicable local law, would not present a material risk as described in any business is in the form of the acquisition of Capital Stock and results in the Borrower clause ‎(ii) above, or a Restricted Subsidiaryno such material adverse Tax consequences would result from such distribution, as the case may be, owning such distribution will be promptly effected and such distributed Net Cash Proceeds will be promptly (and in any event not later than 10 Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of Term Loans pursuant to this Section ‎2.11. (e) In the event the aggregate Outstanding Amount of Revolving Loans, L/C Obligations and Swingline Loans at any time exceeds (the “Revolving Excess”) the Total Revolving Commitments then in effect, the Revolving Borrowers shall immediately (or, if such Revolving Excess results solely from a Recalculation, within 2 Business Days) repay Swingline Loans and Revolving Loans and Collateralize Letters of Credit to the extent necessary to remove such Revolving Excess. (f) The Borrower Representative shall deliver to the Administrative Agent notice, substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), of each prepayment required under this Section ‎2.11, which notice must be received by the Administrative Agent not less than three Business Days (or such shorter time as the Administrative Agent shall reasonably agree) prior to the date such prepayment shall be made. The Administrative Agent will promptly notify each applicable Lender of such notice. Each such Lender may reject all of its Pro Rata Share of any prepayment pursuant to clause ‎(b) or ‎(c) above (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower Representative no later than 12:00 p.m. (New York City time), two Business Days after the date of such Lender’s receipt of such notice from the Administrative Agent. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of such prepayment. Any Declined Proceeds may be retained by the Borrowers (such retained amount, the “Retained Declined Proceeds”). The Borrower Representative shall deliver to the Administrative Agent, at the time of each prepayment required under this Section ‎2.11, an Officer’s Certificate setting forth in reasonable detail the calculation of the amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, prepayment. (2g) capital expenditures or (3) acquisitions of other long-term assets, Amounts to be applied in each of (1), (2) and (3), used or useful in a Similar Business or (y) connection with any mandatory prepayments made pursuant to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed this Section ‎2.11 shall be applied to the Borrower or prepayment of the Term Loans in accordance with Section ‎2.17(b). The application of any Restricted Subsidiary; provided, that prepayment of Loans pursuant to this Section ‎2.11 shall be made on a pro rata basis among Types. Each prepayment of the Loans under this Section ‎2.11 (except in the case of clause Revolving Loans that are ABR Loans (xto the extent all Revolving Loans are not being prepaid) above, a binding commitment and Swingline Loans) shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitmentprepayment on the amount prepaid. (h) Notwithstanding any of the other provision of this Section ‎2.11, if any prepayment of Eurocurrency Loans or Term SOFR Loans is required to be made under this Section ‎2.11 other than on the last day of the Interest Period applicable thereto, the applicable Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder with the Administrative Agent, to be held as security for the obligations of the applicable Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of such Eurocurrency Loans or Term SOFR Loans in accordance with this Section ‎2.11 (determined as of the date such prepayment was required to be originally made); provided that such unpaid Eurocurrency Loans or Term SOFR Loans shall continue to bear interest in accordance with Section ‎2.15 until such unpaid Eurocurrency Loans or Term SOFR Loans have been prepaid. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (1) such investment is consummated within 635 days after receipt without any further action by the or notice to or from any Borrower or any Restricted Subsidiary other Loan Party) to apply such amount to the prepayment of the Net Proceeds applicable Eurocurrency Loans or Term SOFR Loans in accordance with this Section ‎2.11 (determined as of the date such prepayment was required to be originally made). Notwithstanding anything to the contrary contained in this Agreement, any amounts held by the Administrative Agent pursuant to this clause ‎(h) pending application to any Eurocurrency Loans or Term SOFR Loans shall be held and applied to the satisfaction of such Eurocurrency Loans or Term SOFR Loans prior to any other application of such property as may be provided for herein. (i) Notwithstanding the foregoing provisions of this Section ‎2.11, at the Borrower Representative’s option, outstanding Indebtedness that is secured by the Collateral on a pari passu basis (determined without regard to the control of remedies) with the Obligations hereunder (“Other Applicable Indebtedness”) may share, on the terms set forth below, in any mandatory prepayment of the Term Loans pursuant to Section ‎2.11(ab) and/or ‎(c), and the amount of any such prepayment required to be made hereunder shall be reduced accordingly. Any Net Cash Proceeds or Excess Cash Flow may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect of such Asset Sale Sale, Recovery Event or Excess Cash Flow is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds or Excess Cash Flow applied to prepay outstanding Term Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate Outstanding Amount of Term Loans and Other Applicable Indebtedness at such time) of such Net Cash Proceeds relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Cash Proceeds or Excess Cash Flow, the declined amount of such Net Cash Proceeds or Excess Cash Flow shall promptly (2and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds or Excess Cash Flow would otherwise have been required to be applied if such investment is Other Applicable Indebtedness was not consummated within the period set forth in subclause (1then outstanding), the Net Proceeds not so applied will be deemed to be Excess Proceeds.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree, (i) if any Capital Stock shall be issued by the Borrower (1other than Capital Stock to the extent the proceeds thereof are used to make a Restricted Payment permitted by Section 7.6(e)) Within 365 days or (as may ii) if any Indebtedness shall be extended incurred, by any Group Member excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.2 as in effect on the Restatement Effective Date (except Indebtedness incurred pursuant to Section 7.2(g)(i)(y) and 7.2(g)(ii)) after ), then on the Borrower’s date of such issuance or incurrence, the Term Loans shall be prepaid, and/or the Revolving Credit Loans shall be repaid, by an amount equal to, in the case of an issuance of Capital Stock, 50% of the Net Cash Proceeds thereof, reducing to 0.0% when the Consolidated Leverage Ratio as of the last day of the most recently completed fiscal quarter for which financial statements are available is equal to or less than 3.50:1.00, or in the case of Indebtedness, 100% of the Net Cash Proceeds, other than any Excluded Proceeds, of such issuance or incurrence, as set forth in Section 2.12(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement, or a Restricted Subsidiary’s receipt of Net Proceeds consent to the incurrence of any Asset Sale covered Indebtedness by Section 9.5 WSCA, the Borrower or such Restricted Subsidiaryany of its Subsidiaries. (b) Unless the Required Prepayment Lenders shall otherwise agree, at its option, may apply the if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale, Purchase Price Refund or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, on the date of receipt by such Group Member of such Net Cash Proceeds, the Term Loans shall be prepaid, and/or the Revolving Credit Loans shall be repaid, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sale Sales (excluding, for the avoidance of doubt, the Allied Asset Swap) and Recovery Events that may be excluded from the foregoing requirement pursuant to one or more Reinvestment Notices and pending reinvestment at any given time shall not exceed $25,000,000 and (ii) on each Reinvestment Prepayment Date the Term Loans shall be prepaid, and/or the Revolving Credit Loans shall be repaid, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event, as set forth in accordance with Section 2.3(b)(i)(B2.12(d). Any Net Proceeds The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2005 there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid and/or the Revolving Credit Loans shall be repaid, by an amount equal to the ECF percentage of such Excess Cash Flow, as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in accordance connection with prepayments and Commitment reductions made pursuant to this Section 2.3(b)(i)(B2.12 shall be applied, first, to the prepayment of the Term Loans and, second, to the repayment of the Revolving Credit Loans, as provided in Section 2.18. Any repayment of Revolving Credit Loans pursuant to this Section 2.12 shall not result in a reduction of the Revolving Credit Commitments. (e) shall constitute “Excess Proceeds”. If at any time the Dollar Equivalent of the Canadian Revolving Credit Loans exceeds the aggregate amount Canadian Revolving Credit Commitments, WSCA shall repay such excess forthwith upon notice by the Canadian Agent. (f) Notwithstanding the foregoing, (i) upon its receipt of Excess Proceeds exceeds $100,000,000 and Excess Proceeds the proceeds of at least $100,000,000 has been used to repay or purchase Senior Notesthe Tranche D Term Loans, the Borrower shall cause apply a portion of such proceeds sufficient (a) to be prepaid an aggregate principal amount of prepay in full the Existing Term Loans which are not being converted by Continuing Lenders into Tranche D Term Loans, (b) to pay all accrued and Senior Notesunpaid interest and fees, if any, on all Existing Term Loans held by Original Lenders that are not Continuing Lenders, and (c) to pay to such Original Lenders that are not Continuing Lenders all other amounts then due and owing as a pro rata basis, equal to 100% result of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Original Lenders’ Existing Term Loans; and (2ii) capital expenditures or (3) acquisitions of pay all other long-term assetsObligations then due and owing to the Original Lenders, in each of (1)their capacity as such, (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to under the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess ProceedsOriginal Credit Agreement.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by CC Operating or any Subsidiary (excluding any Excluded Indebtedness), (i) (1) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(B)) after the Borrower’s or a Restricted Subsidiary’s receipt case of Net Proceeds the incurrence of any Asset Sale covered by Section 9.5 Indebtedness in the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount form of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Additional Tower Notes, the Borrower shall cause proceeds thereof shall, as soon as such proceeds become available to the Issuer Entity, but in any event no later than the next Payment Date (as that term is defined in the Tower Notes Indenture) in respect of the Collection Period (as that term is defined in the Tower Notes Indenture) in which such Additional Tower Notes are issued, be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e) in an amount equal to the lesser of (y) 100% of the aggregate face amount of such Additional Tower Notes, net of any expenses reasonably incurred by the Issuers in connection with such issuance, or (z) if such proceeds are deposited into the Collection Account, the amount available to be prepaid distributed to or at the direction of the Issuer Entity pursuant to clause Twentieth of Section 5.01(a) of the Tower Notes Indenture on such next Payment Date and (ii) in the case of the incurrence of all other Indebtedness, an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e). (b) If any Capital Stock shall be issued by Holdings or any of its Subsidiaries (excluding Capital Stock issued to CC Operating or any other Subsidiary of Holdings or otherwise issued by Holdings and contributed to CC Operating solely for the purpose of making an Investment permitted by Section 7.7(i)), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loan and the reduction of the Revolving Commitments as set forth in Section 2.9(e). (c) If on any date CC Operating or any Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless such proceeds are required to be applied to the redemption of the Tower Notes pursuant to the Tower Notes Indenture or a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e); provided that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $20,000,000 in any fiscal year of CC Operating and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e). (d) If, for any fiscal year of CC Operating commencing with the fiscal year ending December 31, 2006, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply 50% of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e); provided that if the Cash Trap Condition has occurred and is continuing, then only that portion of Excess Cash Flow that is distributed to CC Operating by the Subsidiaries shall be required to be applied pursuant to this Section 2.9(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of CC Operating referred to in Section 6.1(a), for the fiscal year with respect to which such Excess Proceeds exceeds $100,000,000 prepayment is made, are required to be delivered to the Lenders and following (ii) the date such repayment the Total Revolving Credit financial statements are actually delivered. (e) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.9 shall be applied, first, to prepay the Term Loans and, second, to reduce permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated Revolving Commitments; provided that any prepayments and commitment reductions made pursuant to Section 2.9(c) shall be made on a pro rata basis to each Lenderthe prepayment of Terms Loans and to reduce permanently the Revolving Commitments. Any reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default 2.9 shall have occurred and be continuingmade, the Borrower may reinvest or cause first, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; providedABR Loans and, that such investment in any business is in the form second, to Eurodollar Loans. Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Loans under Section 2.9 (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that except in the case of clause (xRevolving Loans that are ABR Loans and Swingline Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If, at any time during the Revolving Commitment Period, for any reason the Aggregate Committed Outstandings of all Revolving Lenders exceed the Total Revolving Commitments then in effect, (i) the Company shall, without notice or demand, immediately prepay the Revolving Loans and/or (1ii) Within 365 days the Borrowers shall, without notice or demand, immediately prepay the Multicurrency Loans such that the sum of (as may be extended in accordance with Section 2.3(b)(i)(B)A) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Revolving Loans so prepaid and (allocated B) the U.S. Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess. (b) Unless the Required Prepayment Lenders shall otherwise agree, if any Capital Stock of the Company shall be sold or issued by the Company (other than (i) in connection with options exercisable for the purchase of Capital Stock or compensation-related transactions with officers, employees or directors, to the extent the aggregate Net Cash Proceeds thereof do not exceed $15,000,000 in any fiscal year of the Company and (ii) upon issuance of Capital Stock upon the conversion of the Convertible Subordinated Notes), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 of such sale or issuance, unless a Reinvestment Notice shall be delivered in respect of such sale or issuance, toward the prepayment of the Term Loans and Excess Proceeds the Revolving Loans as set forth in Section 5.5(e), provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant sale or issuance shall be applied toward the prepayment of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Term Loans and the Revolving Loans as set forth in Section 2.3(b)(iii5.5(e). (Ac) So long as no Event of Default Unless the Required Prepayment Lenders shall have occurred and be continuingotherwise agree, if on any date, the Borrower may reinvest or cause to be reinvested all Company or any portion of any its Subsidiaries shall receive Net Cash Proceeds received from any Asset Sale covered by or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect of such Recovery Event or Asset Sale, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 9.5 (x) in (1) any one or more businesses5.5(e); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Recovery Events that such investment in may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed, on any business date which this Agreement is in the form effect, 20% of the acquisition net fixed asset value plus inventory of Capital Stock the Company and results in the Borrower or its Subsidiaries, on a Restricted Subsidiaryconsolidated basis, as of the case may belast day of the fiscal year of the Company most recently ended prior to such date and (ii) on each Reinvestment Prepayment Date, owning an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Capital Stock Term Loans and the Revolving Loans as set forth in Section 5.5(e). (d) Notwithstanding the foregoing, mandatory prepayments of Revolving Loans or Multicurrency Loans that would otherwise be required pursuant to this Section 5.5 solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this Section 5.5 on the last Business Day of each month on the basis of the Exchange Rate in effect on such business such that it constitutes a Restricted SubsidiaryBusiness Day. (e) Amounts to be applied in connection with prepayments made pursuant to Section 5.5 shall be applied, (2) capital expenditures or (3) acquisitions of other long-term assetsfirst, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower prepayment of the Term Loans and, second, to the prepayment of the Dollar Revolving Loans or, if the Borrowers elect, the Multicurrency Loans. The application of any prepayment of Term Loans or any Restricted Subsidiary; providedDollar Revolving Loans pursuant to this Section 5.5 shall be made, that first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 5.5 (except in the case of clause (xDollar Revolving Loans that are ABR Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree, (i) if any Capital Stock shall be issued by CERI (1other than the Capital Stock issued as part of the Restatement Effective Date Equity Issuance) Within 365 days or, after the Migration, the Borrower or (as may ii) if any Indebtedness shall be extended incurred, by any Group Member excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.2 as in effect on the Restatement Effective Date (except Indebtedness incurred pursuant to Section 7.2(g)(i)(y) and 7.2(g)(ii)) after ), then on the Borrower’s date of such issuance or incurrence, the Term Loans shall be prepaid, and/or the Revolving Credit Loans shall be repaid, by an amount equal to, in the case of an issuance of Capital Stock, 50% of the Net Cash Proceeds thereof, reducing to 0.0% when the Consolidated Leverage Ratio as of the last day of the most recently completed fiscal quarter for which financial statements are available is equal to or less than 3.50:1.00, or in the case of Indebtedness, 100% of the Net Cash Proceeds, other than any Excluded Proceeds, of such issuance or incurrence, as set forth in Section 2.12(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement, or a Restricted Subsidiary’s receipt of Net Proceeds consent to the incurrence of any Asset Sale covered Indebtedness by Section 9.5 CERI, the Borrower or such Restricted Subsidiaryany of its Subsidiaries. (b) Unless the Required Prepayment Lenders shall otherwise agree, at its option, may apply the if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale, Purchase Price Refund or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, on the date of receipt by such Group Member of such Net Cash Proceeds, the Term Loans shall be prepaid, and/or the Revolving Credit Loans shall be repaid, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sale Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to one or more Reinvestment Notices and pending reinvestment at any given time shall not exceed $25,000,000 and (ii) on each Reinvestment Prepayment Date the Term Loans shall be prepaid, and/or the Revolving Credit Loans shall be repaid, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event, as set forth in accordance with Section 2.3(b)(i)(B2.12(d). Any Net Proceeds The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2005 there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid and/or the Revolving Credit Loans shall be repaid, by an amount equal to the ECF percentage of such Excess Cash Flow, as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of CERI or, after the Migration, the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in accordance connection with prepayments and Commitment reductions made pursuant to this Section 2.3(b)(i)(B2.12 shall be applied, first, to the prepayment of the Term Loans and, second, to the repayment of the Revolving Credit Loans, as provided in Section 2.18. Any repayment of Revolving Credit Loans pursuant to this Section 2.12 shall not result in a reduction of the Revolving Credit Commitments. (e) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% Dollar Equivalent of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Canadian Revolving Credit Commitment shall be permanently reduced by Loans exceeds the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Canadian Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to , CERI shall repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt excess forthwith upon notice by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess ProceedsCanadian Agent.

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be incurred by any Group Member (1) Within 365 days (as may be extended excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B6.02)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Net Cash Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment thereof shall be permanently reduced by applied on the aggregate principal amount date of such issuance or incurrence toward the prepayment of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Loan as set forth in Section 2.3(b)(iii2.05(d). (Ab) So long as no Event of Default If on any date any Group Member shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any receive Net Cash Proceeds received from any Asset Sale covered by Sale, Recovery Event or Extraordinary Receipt then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loan as set forth in Section 9.5 (x) in (1) any one or more businesses2.05(d); provided, that such investment (i) the aggregate Net Cash Proceeds of Asset Sales, Recovery Events and Extraordinary Receipts that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $1,000,000 in any business is in Fiscal Year and (ii) on each Reinvestment Prepayment Date, an amount equal to the form Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the acquisition of Capital Stock and results Loan as set forth in Section 2.05(d). (c) If, at any time during any Fiscal Quarter, the Borrower or a Restricted Subsidiaryreceives Excess Payments under the Redemption Agreement, as the case may be, owning an amount equal to 100% of such Excess Payments shall be applied on the Payment Date immediately succeeding the last day of such Fiscal Quarter toward the prepayment of the Capital Stock Loan as set forth in Section 2.05(d). (d) All amounts to be applied in connection with prepayments of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) the Loan made pursuant to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed this Section 2.05 shall be applied to the Borrower or any Restricted Subsidiary; provided, that Loan and to the principal repayment installments thereof in inverse order of maturity. Each prepayment of the case of clause (x) above, a binding commitment Loan under Section 2.05 shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not amount so applied will be deemed to be Excess Proceedsprepaid.

Mandatory Prepayments and Commitment Reductions. (a) In the event of a Change of Control, (i) the Company shall prepay the aggregate principal amount of the Loans and any Revolving L/C Unreimbursed Drawings then outstanding in full (1at par, plus accrued and unpaid interest), Cash Collateralize all outstanding Letters of Credit and pay in full all other outstanding Credit Facility Obligations on the date that such Change of Control occurs and (ii) Within 365 days all Commitments shall be permanently terminated. (as may b) In the event of a Disposition by the Company or any Subsidiary of the Company of any minority equity investment, all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all or substantially all of the Capital Stock in a Person (other than any Disposition listed on Schedule 2.7(b)) (provided that no such Disposition will be extended permitted hereunder if a Default or Event of Default has occurred or is continuing or would result therefrom), the Company shall not later than 3 Business Days after the date that such Disposition occurs prepay the aggregate principal amount of the Loans then outstanding (at par, plus accrued and unpaid interest) and other outstanding Credit Facility Obligations in accordance with Section 2.3(b)(i)(B2.7(c) and permanently and ratably reduce the Commitments in an amount (if any) sufficient, together with any prepayment of Indebtedness of the Company or its Subsidiaries made in connection with such Disposition, to cause the Debt to Capitalization of the Company not to exceed the Debt to Capitalization Limit on a Pro Forma Basis (assuming, for purposes of this determination, that all Revolving Commitments have been fully drawn), and the Company has delivered an certificate of a Responsible Officer certifying as to the foregoing to the Administrative Agent. (c) after Any mandatory prepayment of the Borrower’s or Credit Facility Obligations shall be applied as follows: (i) first, on a Restricted Subsidiary’s receipt pro rata basis to the payment of Net Proceeds outstanding Loans and the payment of any Asset Sale covered Revolving L/C Unreimbursed Drawings; (ii) second, on a pro rata basis to the Cash Collateralization of all outstanding Letters of Credit; (iii) third, on a pro rata basis to the payment of all other amounts then due and payable to the Lender Parties; and Table of Contents (iv) fourth, any amount remaining may be retained by the Company. (d) Subject to Section 9.5 2.7(e), all mandatory prepayments hereunder shall be made at par and without premium. (e) Upon any such mandatory prepayment of the Borrower or such Restricted SubsidiaryLoans, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notesas applicable, the Borrower Company shall cause pay to be prepaid an aggregate principal amount the Administrative Agent for the account of Loans and Senior Notesthe applicable Lenders, on a pro rata basis, equal (i) all accrued interest to 100% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that prepayment on the amount prepaid, (1ii) all accrued fees to the date of such investment is consummated within 635 days after receipt by prepayment corresponding to the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale amount being prepaid and (2iii) if such investment prepayment is not consummated within the period set forth prepayment of a SOFR Loan on a day other than the last day of an Interest Period for such Loan, all amounts owing pursuant to Section 2.16 as a result of such prepayment. (f) In the event that any Letter of Credit is Cash Collateralized pursuant to the terms hereof in subclause (1)an amount at least equal to the then-outstanding Available Amount thereof, the Net Proceeds not so applied will Company shall use commercially reasonable efforts to cause the termination of such Letter of Credit promptly following the date on which such Cash Collateralization occurs. (g) In no event shall any prepayment or Cash Collateralization be deemed to be Excess Proceedsfunded from the proceeds of any Loan.

Mandatory Prepayments and Commitment Reductions. (ia) If any ----------------------------------------------- Indebtedness shall be incurred by Holdings, the Borrower or any of their respective Subsidiaries (1) Within 365 days (as may be extended excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.2)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the reduction of the Commitments. (b) If any Capital Stock shall be issued by Holdings, the Borrower or any of their respective Subsidiaries, an amount equal to 50% of the Net Cash Proceeds thereof (excluding such Net Cash Proceeds received (i) from intercompany capital contributions made by Holdings, the Borrower or any of their respective Subsidiaries, (ii) from the Permitted Investors (other than ▇▇▇▇▇▇▇▇ Street Partners except to the extent its contribution is made on a pro rata basis), (iii) by Holdings, the Borrower or any of their respective Subsidiaries as payment for any shares of Capital Stock of Holdings, the Borrower or any of their respective Subsidiaries purchased by, or the exercise price under any option for any shares of Capital Stock of Holdings, the Borrower or any of their respective Subsidiaries held by, any officer, director or employee or consultant of Holdings, the Borrower or any of their respective Subsidiaries and (iv) by Holdings or the Borrower as consideration for shares of Capital Stock issued in connection with a Permitted Acquisition, provided that the aggregate Net Cash Proceeds which may be excluded under this Agreement pursuant to clause (iv) shall not exceed $20,000,000) shall be applied on the date of such issuance toward the reduction of the Commitments; provided, that -------- such percentage shall be reduced to 25% if the Consolidated Total Debt Ratio immediately prior to giving effect to such application (determined as at the end of the most recent period of four consecutive fiscal quarters for which the relevant financial information is available) is not greater than 3.50 to 1.0. (c) If on any date Holdings, the Borrower or any of their respective Subsidiaries shall receive Net Cash Proceeds from any Asset Sale then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the reduction of the Commitments; provided that, notwithstanding the foregoing, (i) the aggregate Net -------- Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $750,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the reduction of the Commitments. (d) If on any date Holdings, the Borrower or any of their respective Subsidiaries shall receive Net Cash Proceeds from any Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the reduction of the Commitments; provided that, notwithstanding the foregoing, (i) the aggregate Net -------- Cash Proceeds of Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $1,500,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the reduction of the Commitments. (e) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2000 (or, if the Borrower has not changed its fiscal year pursuant to Section 7.12 by such date, February 28, 2001) there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, prepay the Loans in an amount equal to the ECF Percentage of such Excess Cash Flow. Each such prepayment shall be made on a date (an "Excess ------ Cash Flow Application Date") no later than five days after the earlier of -------------------------- (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such Excess Proceeds exceeds $100,000,000 prepayment is made, are required to be delivered to the Lenders and following (ii) the date such repayment financial statements are actually delivered. (f) Any Commitment reductions made pursuant to Section 2.6 shall be permanent and shall be accompanied by prepayment of the Loans to the extent, if any, that the Total Revolving Extensions of Credit Commitment exceed the amount of the Total Commitments as so reduced, provided that if the aggregate principal amount -------- of Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent. (g) If on any date the Total Extensions of Credit exceed the lesser of (i) the Borrowing Base then in effect and (ii) the Total Commitments, the Borrower shall be permanently reduced by on such date prepay the Loans in an amount equal to the amount of such excess, provided that if the aggregate principal amount of Loans -------- then outstanding is less than the Loans so prepaid amount of such excess (allocated on because L/C Obligations constitute a pro rata basis to each Lenderportion thereof). The , the Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subjectshall, to each Lender’s ability the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to reject such the Administrative Agent. (h) The application of any prepayment pursuant to this Section 2.3(b)(iii). (A) So long as no Event of Default 2.6 shall have occurred and be continuingmade, the Borrower may reinvest or cause first, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; providedABR Loans and, that such investment in any business is in the form second, to Eurodollar Loans. ----- ------ Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment Loans under this Section 2.6 shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamount prepaid.

Mandatory Prepayments and Commitment Reductions. (i) (1) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(B)) after 2.7.1 An amount equal to the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered Debt for borrowed money (other than Permitted Debt) incurred by Section 9.5 any Obligor shall (for greater certainty, without limiting the Borrower or such Restricted Subsidiary, at its option, may apply rights of the Lenders in respect of the incurrence thereof) be applied to the prepayment of Loans outstanding under the Credit Facilities immediately upon receipt thereof. 2.7.2 An amount equal to the Net Proceeds from such Asset Sale of any issuance of Equity Interests by any Obligor (other than Excluded Equity Issuances) shall, in accordance with Section 2.3(b)(i)(B). Any each case, be applied to the prepayment of Loans outstanding under the Credit Facilities immediately upon receipt thereof. 2.7.3 An amount equal to the Net Proceeds not applied received by an Obligor from any Permitted Disposition described in accordance with Section 2.3(b)(i)(Bclauses (d), (e) shall constitute “Excess Proceeds”. If at and (f) of such definition by any time Obligor in excess of $1,000,000 in the aggregate amount for all Obligors in any Operating Year that is not reinvested in other Property useful for the Business within (x) 270 days following receipt of Excess such Net Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, (y) if the Borrower enters into a legally binding commitment to reinvest such Net Proceeds within 270 days following receipt thereof, 90 days of the date of such legally binding commitment, shall cause be applied to be prepaid an aggregate principal amount the prepayment of Loans and Senior Notes, on a pro rata basis, equal to 100% of outstanding under the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans Facilities; provided that so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no an Event of Default shall have occurred and be continuing, no Obligor shall be permitted to make any such reinvestment (other than pursuant to a legally binding commitment entered into at a time when no Event of Default was continuing). 2.7.4 An amount equal to the Borrower may reinvest or cause Net Proceeds (i) of any insurance required to be reinvested all maintained under this Agreement received by an Obligor (or any portion to which an Obligor is entitled pursuant to Section 7.6) on account of any Net Proceeds loss, damage or injury to any part of its Property or (ii) of Expropriation of Property received from by an Obligor, on a combined basis, in excess of $500,000 in the aggregate for all Obligors in any Asset Sale covered by Section 9.5 Operating Year, that are not used for the repair, rebuild or replacement of such Property or reinvested in other Property useful for the Business within (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock 270 days following receipt of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business Net Proceeds or (y) to reduce Indebtedness of if an Obligor enters into a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a legally binding commitment shall be treated as a permitted application to repair, rebuild or replace such Property or reinvest in such other Property within 270 days following receipt thereof, 90 days of the Net Proceeds from the date of such legally binding commitment; provided that , shall be applied (1or to the extent the Administrative Agent is loss payee under any insurance policy, the Administrative Agent is hereby irrevocably directed to apply such Net Proceeds) such investment is consummated within 635 days after receipt to the prepayment of Loans outstanding under the Credit Facilities. 2.7.5 Commencing upon the delivery of the financial statements and Compliance Certificate required to be delivered for the Operating Year ending March 31, 2022, an amount equal to 50% of Excess Annual Cash Flow for each Operating Year shall be paid by the Borrower to the Administrative Agent and applied to the prepayment of outstanding Loans under the Credit Facilities within five (5) Business Days of the date on which the Compliance Certificate in respect of such Operating Year is delivered pursuant to Section 9.1.1.5(a), if the Total Leverage Ratio is greater than 3.00:1.00 as at the end of such Operating Year as reported in such Compliance Certificate. For greater certainty, at no time shall a prepayment be required under this Section 2.7.5 if the Total Leverage Ratio is equal to or any Restricted Subsidiary of less than 3.00:1.00, based on such Compliance Certificate. 2.7.6 An amount equal to the Net Proceeds received by an Obligor on account of any Asset Sale and OLG Compensation Payments in excess of $500,000 in aggregate received by the Borrower shall within five (25) if such investment is not consummated within Business Days of receipt thereof be applied to the period set forth in subclause (1), prepayment of Loans outstanding under the Net Proceeds not so applied will be deemed to be Excess ProceedsCredit Facilities.

Mandatory Prepayments and Commitment Reductions. (ia) If for any reason the Total Revolving Extensions of Credit exceeds the lesser of (1x) Within 365 days the Total Revolving Commitments then in effect and (as may be extended y) the Maximum Permitted Outstanding Amount, the BorrowerBorrowers shall immediately, prepay the applicable Loans in accordance with Section 2.3(b)(i)(B)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the an aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used equal to repay or purchase Senior Notessuch excess. (b) [Reserved] (c) [Reserved] (d) If any Indebtedness shall be incurred pursuant to Section 7.2(h), the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount Net Cash Proceeds thereof shall be immediately applied toward the prepayment of the Loans. (e) Any reduction of the Revolving Commitments shall be accompanied by which such Excess Proceeds exceeds $100,000,000 and following such repayment prepayment of the Revolving Loans to the extent, if any, that the Total Revolving Extensions of Credit Commitment shall be permanently reduced by exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated because L/C Obligations constitute a portion thereof), the BorrowerBorrowers shall, to the extent of the balance of such excess, cash collateralize on a pro rata basis or prior to each Lender)the date of such reduction (in the manner described in Section 3.9) or replace outstanding Letters of Credit. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii2.6 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Revolving Loans under Section 2.6 (except in the case of Revolving Loans that are ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) At any time during the Suspension Period and upon the occurrence of any of the following events, the BorrowerBorrowers shall prepay the Revolving Loans at par plus accrued and unpaid interest, in each case, on a dollar-for-dollar basis within one Business Day of receipt of such Net Cash Proceeds, in an amount equal to: (i) 100% of the Net Cash Proceeds of (a) any Disposition of assets (other than from (I) casualty or condemnation events, (II) any intercompany transfers, provided proceeds from transfers of assets from Loan Parties to non-Loan Parties will not be so excluded, (III) other Dispositions of assets not to exceed $50,000,000 in the aggregate for all such Dispositions, (IV) dispositions of worn out, surplus or obsolete equipment in the ordinary course of business and (V) Dispositions of assets the proceeds of which are to be applied to finance the acquisition of assets in respect of which the obligation to make such acquisition was incurred prior to the commencement of the Suspension Period (and was not incurred in contemplation thereof)) by the Parent Borrower or any of its Subsidiaries (or, in the case of any non-Wholly-Owned Subsidiary of the Parent Borrower, the applicable parent’s allocable share of such proceeds) and (b) any Designated Asset Sales. (ii) 100% of the Net Cash Proceeds of incurrences of Indebtedness of the Parent Borrower or its Subsidiaries other than (i) any intercompany Indebtedness of the Parent Borrower or any of its Subsidiaries, (ii) any re-financing of existing Indebtedness not increasing the existing amount (or commitments, if applicable) thereof in excess of the principal amount of the Indebtedness being refinanced, plus accrued interest, fees, premiums and refinancing expenses, (iii) Subscription Line Indebtedness, (iv) Indebtedness incurred pursuant to debt facility commitments in existence prior to the commencement of the Suspension Period (and not incurred in contemplation thereof) and any replacement or refinancing thereof not increasing the amount (or amount of commitments, as applicable) thereof and (v) Indebtedness to finance the acquisition of assets in respect of which the obligation to make such acquisition was incurred prior to the commencement of the Suspension Period (and was not incurred in contemplation thereof). (iii) 100% of the Net Cash Proceeds from the issuance of any Capital Stock by the REIT Entity (other than (A) So long issuances and settlements pursuant to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of shares of capital stock or rights to Wholly-Owned Subsidiaries of the Parent Borrower, (C) issuances of shares of Capital Stock in connection with the conversion of convertible shares or units of such party outstanding as no Event of Default shall have occurred the date hereof or otherwise issued in compliance with Section 5.01(c) of the Merger Agreement and be continuing, the Borrower may reinvest or cause (D) issuances to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of finance the acquisition of Capital Stock and results assets in respect of which the Borrower or a Restricted Subsidiary, as obligation to make such acquisition was incurred prior to the case may be, owning an amount commencement of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Suspension Period (2) capital expenditures or (3) acquisitions of other long-term assets, and was not incurred in each of (1contemplation thereof), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceeds.

Mandatory Prepayments and Commitment Reductions. (i) If any Indebtedness shall be issued or incurred by any Group Member (1) Within 365 days (as may be extended excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.2(a) through (i) and (k)) ), and after the Borrower’s giving effect to such issuance or incurrence on a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior NotesPro Forma Basis, the Borrower shall cause Consolidated Senior Secured Leverage Ratio is greater than 3.0 to be prepaid 1.0, then an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(d). (ii) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2(a) through (i) and (k)), and after giving to such issuance or incurrence on a Pro Forma Basis, the Consolidated Senior Secured Leverage Ratio is greater than 2.5 to 1.0 but not greater than 3.0 to 1.0, then an amount by equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(d). (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2011, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such Excess Proceeds exceeds $100,000,000 prepayment is made, are required to be delivered to the Lenders (or such later date that is permitted by the Required Lenders) and following (ii) the date such repayment financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.9 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 2.15(b) and, second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans to the extent, if any, that the Total Revolving Extensions of Credit Commitment shall be permanently reduced by exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated because LC Exposure constitutes a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on a pro rata basis terms and conditions satisfactory to each Lender)the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default 2.9 shall have occurred and be continuingmade, the Borrower may reinvest or cause first, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; providedABR Loans and, that such investment in any business is in the form second, to Eurodollar Loans. Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Loans under Section 2.9 (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that except in the case of clause (xRevolving Loans that are ABR Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt prepayment on the amount prepaid and breakage payments to the extent required by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess ProceedsSection 2.18.

Mandatory Prepayments and Commitment Reductions. (ia) (1) Within 365 days (as may If any Indebtedness shall be extended in accordance with Section 2.3(b)(i)(B)) after the Borrower’s incurred by Parent, Holdings or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiaryany of its Subsidiaries (excluding any Indebtedness permitted by Section 9.3 (other than Refinancing Term Loans, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay Replacement Revolving Facility or purchase Senior Refinancing Notes, in each case, that is intended to Refinance the Borrower Term Loans)), then, on the date of such incurrence, the Term Loans shall cause to be prepaid in an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which Net Cash Proceeds of such Excess incurrence, as set forth in Section 5.5(d). ​ (i) If on any date, other than during the Designated Period, (i) the Borrower or any of its Subsidiaries shall consummate any Asset Sale or a Recovery Event has occurred and such Person receives Net Cash Proceeds exceeds $100,000,000 and following (ii) the Senior Secured Leverage Ratio is greater than 2.50:1.00 as of the latest Measurement Period after giving Pro Forma Effect to such repayment Asset Sale or Recovery Event and the Total Revolving Credit Commitment use of proceeds therefrom, the Loans shall be permanently reduced prepaid, on or before the date which is five Business Days following the date of receipt of such Net Cash Proceeds, by an amount equal to the aggregate principal amount of such Net Cash Proceeds, as set forth in Section 5.5(d); provided that, notwithstanding the foregoing, no prepayment of the Loans shall be required to be made under this Section 5.5(b) in respect of (i) Net Cash Proceeds received by the Borrower or any of its Subsidiaries from Asset Sales or Recovery Events in any fiscal year not to exceed $50,000,000 in the aggregate (and thereafter only Net Cash Proceeds in excess of such amount shall be required to prepay the Loans), (ii) the Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale or Recovery Event in respect of which a Reinvestment Notice has been delivered (or is delivered within 30 days after receipt of such proceeds (or such longer period as the Administrative Agent may reasonably agree)), so long as, on each Reinvestment Prepayment Date, the Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Asset Sale or Recovery Event, as set forth in Section 5.5(d) and (allocated iii) RP Eligible Proceeds, to the extent such RP Eligible Proceeds are designated as such within 120 days of receipt by the Borrower or any of its Subsidiaries, and used within 180 days of designation as RP Eligible Proceeds, of the Disposition which is the source of such RP Eligible Proceeds to make a Restricted Payment permitted to be made under Section 9.6(h); provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase other Indebtedness permitted hereunder that is secured by Liens on the Collateral on a pari passu basis with the Obligations, in each case pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Asset Sale or Recovery Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time or, if such Other Applicable Indebtedness is revolving credit indebtedness, on the basis of the aggregate outstanding principal amount of the Revolver Indebtedness and such Other Applicable Indebtedness at such time; provided, further, that the portion of such Net Proceeds allocated to each Lenderthe Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof or, if such Other Applicable Indebtedness is revolving credit indebtedness, shall be allocated to the Revolver Indebtedness in accordance with the terms hereof) to the prepayment of the Term Loans or Revolver Indebtedness, as applicable, and to the repurchase or prepayment of Other Applicable Indebtedness, and the ​ amount of prepayment of the Term Loans or Revolver Indebtedness, as applicable, that would have otherwise been required pursuant to this Section 5.5(b) shall be reduced accordingly. (ii) Notwithstanding anything to the contrary in this Section 5.5(b) or in this Agreement, if on any date during the Designated Period, a Recovery Event (or series of related Recovery Events) shall have occurred that results in Net Cash Proceeds in an amount greater than $10,000,000, the Loans shall be prepaid, on or before the date which is thirty (30) days following the date of receipt of such Net Cash Proceeds, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 5.5(d). The ; provided that, notwithstanding the foregoing, no prepayment of the Loans shall be required to be made under this Section 5.5(b)(ii) in respect of the Net Cash Proceeds received by the Borrower will prepay Loans or any of its Subsidiaries from any Recovery Event in respect of which a Reinvestment Notice has been delivered (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds or is delivered within 30 days after receipt of such proceeds (or such longer period as the Administrative Agent may reasonably agree)), so long as, on each Reinvestment Prepayment Date, the Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Recovery Event, as set forth in Section 5.5(d); provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Other Applicable Indebtedness, then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time or, if such Other Applicable Indebtedness is revolving credit indebtedness, on the basis of the aggregate outstanding principal amount of the Revolver Indebtedness and such Other Applicable Indebtedness at such time; provided, further, that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof or, if such Other Applicable Indebtedness is revolving credit indebtedness, shall be allocated to the Revolver Indebtedness in accordance with the terms hereof) to the prepayment of the Term Loans or Revolver Indebtedness, as applicable, and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans or Revolver Indebtedness, as applicable, that would have otherwise been required pursuant to this Section 5.5(b)(ii) shall be reduced accordingly. (iii) Notwithstanding anything to the contrary in this Section 5.5(b) or in this Agreement, if on any date during the Designated Period, the Borrower or any of its Subsidiaries consummates a Disposition or series of related Dispositions (other than pursuant to Section 9.5(c)(i), (ii), (iii), (iv), (ix), (x), (xi), (xii), (xiii), (xiv), (xv), (xvi) and (xx)) resulting in Net Cash Proceeds from such Disposition in an amount greater than $10,000,000 and such Net Cash Proceeds are received during the Designated Period, the Loans shall be prepaid, on or before the date which is five Business Days following the date of receipt of such Net Cash Proceeds, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 5.5(d); provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase other Applicable Indebtedness, then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time or, if such Other Applicable Indebtedness is revolving credit indebtedness, on the basis of the aggregate outstanding principal amount of the Revolver Indebtedness and such Other Applicable Indebtedness at such time; provided, further, that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not ​ ​ exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof or, if such Other Applicable Indebtedness is revolving credit indebtedness, shall be allocated to the Revolver Indebtedness in accordance with the terms hereof) to the prepayment of the Term Loans or Revolver Indebtedness, as applicable, and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans or Revolver Indebtedness, as applicable, that would have otherwise been required pursuant to this Section 5.5(b)(iii) shall be reduced accordingly. (c) Subject to the last sentence of this paragraph, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2019, there shall be Excess Proceed exceeds $100,000,000 and Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid as set forth in Section 5.5(d) by an amount equal to (x) the ECF Percentage of such Excess Cash Flow during such fiscal year minus, to the extent not paid or financed with Net Cash Proceeds of at least $100,000,000 has secured Indebtedness (other than Revolver Indebtedness), (y) all voluntary principal payments of the Term Loans during such fiscal year (including repurchases pursuant to Section 5.19 and Section 12.16 in an amount equal to the discounted amount actually paid in cash) and all voluntary principal payments in respect of Revolver Indebtedness (to the extent accompanied by an equivalent permanent reduction in commitments thereunder). Each such prepayment shall be made on July 15 of the following fiscal year, beginning on July 15, 2020 (an “Excess Cash Flow Application Date”). (d) Subject to Section 5.11(d), amounts to be applied in connection with prepayments made pursuant to this Section 5.5 shall be applied, first, pro rata to the Tranche B Term Loans and, to the extent required by the terms of any Extending Term Loans, Refinancing Term Loans or Incremental Term Loans, to such other Term Loans (based on the amount of Term Loans under each Facility requiring such a payment), and after giving effect to the foregoing, to the payment of the installments due on such Term Loans within each such Facility in direct order of maturity, pro rata within each such Facility, second, after the Tranche B Term Loans and, to the extent required by the terms of any Extending Term Loans, Refinancing Term Loans or Incremental Term Loans, such other Term Loans, have been prepaid in full, to prepay the Revolving Credit Loans and/or Swing Line Loans pro rata according to the respective pro rata share of the relevant Lender (in each case without any corresponding reduction of the Commitments hereunder), and third, to cash collateralize outstanding Letters of Credit. The application of any prepayment of Loans under any Facility pursuant to this Section shall be made, first, to Base Rate Loans under such Facility and, second, to Eurocurrency Loans under such Facility. Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Pending the final application of Net Cash Proceeds, the Borrower may temporarily prepay outstanding Revolving Credit Loans and/or Swing Line Loans or otherwise make Permitted Investments. For the avoidance of doubt, Retained Declined Proceeds shall not be required to be used to repay make mandatory prepayments under this Section 5.5. (e) Notwithstanding any other provisions of this Section 5.5, (i) to the extent that any of or purchase Senior Notes, subject, all the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary giving rise ​ ​ to each Lender’s ability to reject such a prepayment pursuant to Section 2.3(b)(iii5.5(b) (a “Foreign Disposition”). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest Net Cash Proceeds of any Recovery Event from a Foreign Subsidiary (a “Foreign Casualty Event”), or cause Excess Cash Flow is (i) prohibited or delayed by applicable local law, (ii) restricted by applicable organizational or constitutive documents or any agreement or (iii) subject to other onerous or other administrative impediments from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be reinvested all applied to repay Term Loans at the times provided in Section 5.5(c), or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or shall not be required to make a Restricted Subsidiaryprepayment at the time provided in Section 5.5(b), as the case may be. Instead, owning an amount such amounts may be retained by the applicable Foreign Subsidiary so long as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected amounts retained by the applicable Foreign Subsidiary is permissible under the applicable local law or applicable organizational or constituent documents or other agreements, or such impediment has been removed or overcome (even if such cash is actually not repatriated), such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) Term Loans pursuant to this Section 5.5 to the extent provided therein and (3), used or useful in a Similar Business or (yii) to reduce Indebtedness the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition, any Foreign Casualty Event or Excess Cash Flow would have a Restricted Subsidiarymaterial adverse tax cost consequence (as determined in good faith by the Borrower and taking into account any foreign tax credit or benefit received in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, other than Indebtedness owed then, to the extent that such material adverse tax cost consequence is not directly attributable to actions taken by Parent, the Borrower or any Restricted of their Subsidiaries with the intent of avoiding or reducing the mandatory prepayments otherwise required under this Section 5.5, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided. (f) If on any date, the Administrative Agent notifies the Borrower that in the case sum of clause (x) abovethe L/C Obligations, plus (y) the aggregate principal amount of Swing Line Loans outstanding at any time plus (z) the aggregate principal amount of Revolving Credit Loans under a binding commitment Facility then outstanding (the “Revolving Credit Exposure”) would exceed the Total Revolving Credit Commitment for such Facility on such date, the Borrower shall prepay the outstanding principal amount of any such Swing Line Loans and Revolving Credit Loans on such date (and, to the extent after giving effect to such prepayment, the Revolving Credit Exposure still exceeds such Total Revolving Credit Commitment, deposit cash collateral in an account with the Administrative Agent (or an account in the name of the Administrative Agent with another institution designated by the Administrative Agent)) such that the aggregate amount so prepaid by the Borrower and cash collateral so deposited in an account with the Administrative Agent (or an account in the name of the Administrative Agent with another institution designated by the Administrative Agent) shall be treated as a permitted application of sufficient to reduce the Net Proceeds from Revolving Credit Exposure to an amount not to exceed such Total Revolving Credit Commitment on such date together with any interest accrued to the date of such commitment; provided that (1prepayment on the aggregate principal amount of Revolving Credit Loans prepaid. The Administrative ​ Agent shall give prompt notice of any prepayment required under this Section 5.5(f) such investment is consummated within 635 days after receipt by to the Borrower or any Restricted Subsidiary of and the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceeds.Lenders. Notwithstanding a

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree: (i) if the Borrower or any of its Subsidiaries incurs any Indebtedness or issues any Disqualified Stock after the Closing Date (except any incurrence of Indebtedness permitted under Section 7.2), an amount equal to 100% of all Net Cash Proceeds of such incurrence or issuance shall be applied within one Business Day of such incurrence or issuance toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(c), PROVIDED, that notwithstanding the foregoing the proceeds of any Permitted Refinancing may be applied by the Borrower to the redemption or purchase of the Senior Subordinated Notes; (ii) if the Borrower or any of its Subsidiaries issues any Capital Stock (other than any Disqualified Stock) after the Closing Date (other than (1) Within 365 days Capital Stock, the proceeds of which are used solely to fund Permitted Acquisitions or constitute or to redeem or repurchase Senior Subordinated Notes and premiums, costs and expenses associated therewith and Capital Stock constituting consideration payable in a Permitted Acquisition, (as may be extended 2) the Preferred Stock and (3) Capital Stock the proceeds of which are used to redeem the Preferred Stock in accordance with and subject to the limits set forth in the Certificates of Designation and premiums, costs and expenses associated therewith), an amount equal to 50% of the Net Cash Proceeds of such issuance shall be applied within one Business Day of such issuance toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.3(b)(i)(B2.12(c); (iii) after if the Borrower’s Borrower or a Restricted Subsidiary’s receipt any of its Subsidiaries sells the SA Station and/or the SF Station, an amount equal to 100% of the Net Cash Proceeds of any such sale in excess of $25,000,000 (until $25,000,000 of such Net Cash Proceeds has been applied toward the prepayments described in this subsection (iii)) and thereafter 50% of such Net Cash Proceeds, shall be applied within one Business Day of receipt thereof toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(c); and (iv) if the Borrower or any of its Subsidiaries receives any purchase price refund or other adjustment in respect of the KXOL Acquisition, an amount equal to 100% of the such refund or other adjustment (other than such portion, if any, of such refund or other adjustment that is paid in respect of liabilities of radio station KXOL-FM) shall be applied within one Business Day of receipt thereof toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(c). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale covered by (other than an Asset Sale described above in Section 9.5 2.12(a)(iii)) or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(c); PROVIDED that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not, when added to all amounts previously excluded pursuant to a Reinvestment Notice and not yet reinvested in assets useful in the Borrower's business, exceed $60,000,000 in respect of any single Asset Sale or $100,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(c). (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.12 shall be applied, FIRST, to the prepayment of the Term Loans pro rata against the remaining installments thereof (PROVIDED that each Term Loan Lender may decline such prepayment, and if any Term Loan Lender elects to so decline (i) each Term Loan Lender that has not so declined shall be offered the option to receive its pro rata share of any such declined prepayments and (ii) such process shall continue until either (x) all such prepayments are applied to the Term Loans then outstanding or (y) none of the Term Loan Lenders will accept any remaining declined prepayments), SECOND, following payment in full of the Term Loans, to reduce permanently the Revolving Credit Commitments and, THIRD, to the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B)other Person as shall be lawfully entitled thereto. Any Net Proceeds not applied such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, PROVIDED that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of the Total Revolving Credit Commitments as so reduced (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in accordance immediately available funds in a cash collateral account established with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”the Administrative Agent for the benefit of the Secured Parties on terms and conditions satisfactory to the Administrative Agent (and the Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a continuing security interest in all amounts at any time on deposit in such cash collateral account to secure all L/C Obligations from time to time outstanding and all other Obligations). If at any time the aggregate Administrative Agent determines that any funds held in such cash collateral account are subject to any right or claim of any Person other than the Administrative Agent and the Secured Parties or that the total amount of Excess Proceeds exceeds $100,000,000 such funds is less than the amount of such excess, the Borrower shall, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and Excess Proceeds held in such cash collateral account, an amount equal to the excess of at least $100,000,000 has been used (A) the amount of such excess over (B) the total amount of funds, if any, then held in such cash collateral account that the Administrative Agent determines to repay be free and clear of any such right and claim. The application of any prepayment pursuant to Section 2.11 and this Section 2.12 shall be made, FIRST, to Base Rate Loans and, SECOND, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 and this Section 2.12 (except in the case of Revolving Credit Loans (unless the Revolving Credit Loans are being repaid in full and the Revolving Credit Commitments terminated) that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. All prepayments and Commitment reductions made pursuant to this Section 2.12 shall be made without penalty or purchase Senior Notespremium, PROVIDED that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment also pay any amounts owing pursuant to Section 2.3(b)(iii)2.21. (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceeds.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by the Borrower or any Subsidiary (excluding any Excluded Indebtedness), (i) (1) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(B)) after the Borrower’s or a Restricted Subsidiary’s receipt case of Net Proceeds the incurrence of any Asset Sale covered by Section 9.5 such Indebtedness in the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount form of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Additional Tower Notes, the Borrower shall cause proceeds thereof shall, as soon as such proceeds become available to the Issuer Entity, but in any event no later than the next Payment Date (as that term is defined in the Tower Notes Indenture) in respect of the Collection Period (as that term is defined in the Tower Notes Indenture) in which such Additional Tower Notes are issued, be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e) in an amount equal to the lesser of (y) 100% of the aggregate face amount of such Additional Tower Notes, net of any expenses reasonably incurred by the Issuers in connection with such issuance, or (z) if such proceeds are deposited into the Collection Account, the amount available to be prepaid distributed to or at the direction of the Issuer Entity pursuant to clause Twentieth of Section 5.01(a) of the Tower Notes Indenture on such next Payment Date and (ii) in the case of the incurrence of all other such Indebtedness, an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e). (b) If any Capital Stock shall be issued by Holdings or any of its Subsidiaries (excluding (i) Capital Stock issued to the Borrower or any other Subsidiary of Holdings, (ii) Capital Stock issued by Holdings and contributed to the Borrower solely for the purpose of making an Investment permitted by Section 7.7(i), (iii) Capital Stock issued by Holdings in connection with the Global Signal Acquisition and (iv) Capital Stock issued by Holdings to any of its officers, directors, employees or consultants pursuant to any employee benefit plan, stock purchase plan or employment agreement approved by the board of directors of Holdings), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loan and the reduction of the Revolving Commitments as set forth in Section 2.9(e). (c) If on any date the Borrower or any Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless such proceeds are required to be applied to (x) the redemption of the Tower Notes pursuant to the Tower Notes Indenture or (y) upon and after consummation of the Global Signal Acquisition, the prepayment of the Global Signal 2004 Loans or the Global Signal 2006 Loans pursuant to the Global Signal 2004 Loan Agreement or the Global Signal 2006 Loan Agreement, as applicable, or a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e); provided that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $20,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e). (d) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2007, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply 50% of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e); provided that if a Cash Trap Condition, or upon and after consummation of the Global Signal Acquisition, a Cash Trap Event has occurred and is continuing, then only that portion of Excess Cash Flow that is distributed to the Borrower by the Subsidiaries shall be required to be applied pursuant to this Section 2.9(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(b), for the fiscal year with respect to which such Excess Proceeds exceeds $100,000,000 prepayment is made, are required to be delivered to the Lenders and following (ii) the date such repayment the Total Revolving Credit financial statements are actually delivered. (e) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.9 shall be applied, first, to prepay the Term Loans and, second, to reduce permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated Revolving Commitments; provided that any prepayments and commitment reductions made pursuant to Section 2.9(c) shall be made on a pro rata basis to each Lenderthe prepayment of Terms Loans and to reduce permanently the Revolving Commitments. Any reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to this Section 2.3(b)(iii). (A) So long as no Event of Default 2.9 shall have occurred and be continuingmade, the Borrower may reinvest or cause first, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; providedABR Loans and, that such investment in any business is in the form second, to Eurodollar Loans. Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Loans under this Section 2.9 (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that except in the case of clause (xRevolving Loans that are ABR Loans and Swingline Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamount prepaid.

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be issued or incurred by any Group Member (1excluding (x) Within 365 days (as may be extended any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.2 and (y) any Permitted Warrant (to the extent such Permitted Warrant constitutes Indebtedness)), other than (i) after the amount by which the aggregate purchase price for receivables paid by investors or the loans from such investors in connection with any Receivables Financing and outstanding at any time exceeds $575,000,000 and (ii) the Borrower’s direct or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale indirect ratable share (determined in accordance with the Borrower’s direct or indirect ownership of the relevant Specified Joint Venture) of Indebtedness incurred under an agreement described in Section 2.3(b)(i)(B7.14(c). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate ), an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.11(d). (b) If on any date any Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds to the extent exceeding $5,000,000 in any single transaction or series of related transactions shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) any Net Cash Proceeds of Asset Sales and Recovery Events shall be excluded from the foregoing requirement if a Reinvestment Notice shall be delivered, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.11(d) and (iii) no such prepayment shall be required as a result of any Disposition pursuant to Section 7.5(g) to the extent that, following the Closing Date and prior to the date of such Disposition, a prepayment has been made pursuant to Section 2.10(a) of Term Loans (which prepayment may be made utilizing the proceeds of a Revolving Loan); provided that the amount of prepayments that may be excluded pursuant to this clause (iii) shall be equal to the amount of such prepayments made pursuant to Section 2.10(a) and shall not exceed $125,000,000 in the aggregate; provided, further, that the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase any other Indebtedness that is secured by the Collateral on a pari passu basis with the Borrowings to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof (and such requirement has not been declined or waived) with the proceeds of such Asset Sale or Recovery Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such Excess Proceeds exceeds $100,000,000 other Indebtedness and following the denominator of which is the aggregate outstanding principal amount of Term A Loans and such repayment other Indebtedness (c) [Reserved]. (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.11 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 2.17(b) and, second, when the Term Loans have been paid in full, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit Commitment shall be permanently reduced by exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on a pro rata basis terms and conditions satisfactory to each Lender)the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default 2.11 shall have occurred and be continuingmade, the Borrower may reinvest or cause first, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; providedABR Loans and, that such investment in any business is in the form second, to Eurodollar Loans. Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Loans under Section 2.11 (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that except in the case of clause (xRevolving Loans that are ABR Loans and Swingline Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamount prepaid.

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be incurred by any Group Member (1) Within 365 days (as may other than any Indebtedness permitted to be extended incurred by any such Person in accordance with Section 2.3(b)(i)(B‎7.2)) after the Borrower’s or , concurrently with, and as a Restricted Subsidiary’s receipt condition to closing of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiarytransaction, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in clause ‎(g) of this Section ‎2.11. (b) Subject to clauses ‎(d) and ‎(i) of this Section ‎2.11, if, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount by which equal to (i) the ECF Percentage for such period of such Excess Proceeds exceeds $100,000,000 Cash Flow over (ii) in each case at the option of the Borrower Representative and following such repayment to the Total Revolving Credit Commitment shall be permanently reduced by extent not funded with (x) the proceeds of Indebtedness constituting “long term indebtedness” (or a comparable caption) under GAAP (other than Indebtedness in respect of any revolving credit facility) or (y) the proceeds of Permitted Cure Securities applied pursuant to Section ‎9.4, the aggregate principal amount of (1) all Purchases by any Permitted Auction Purchaser (determined as the par value of the Loans so prepaid purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction or open market purchase permitted hereunder, (allocated 2) voluntary prepayments of Term Loans and Revolving Loans (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments), (3) optional prepayments, purchases and redemptions and buybacks (with credit given to the par value of the loans or notes repurchased) by UK Holdco and the Restricted Subsidiaries of other Indebtedness that is secured by a Lien ranking pari passu (determined without regard to the control of remedies) with the Lien securing the Obligations (but, in the case of revolving indebtedness, only to the extent of a concurrent and permanent reduction in the revolving commitments), (4) payments by UK Holdco and the Restricted Subsidiaries in cash on account of Capital Expenditures, (5) payments by UK Holdco and the Restricted Subsidiaries in cash on account of acquisitions or other Investments permitted hereunder (including any earn-out payments) and (6) Restricted Payments made in cash pursuant to Section ‎7.3(a), ‎(b)‎(iv), ‎(b)‎(v), ‎(b)‎(vi), ‎(b)‎(viii), ‎(b)‎(x), ‎(b)‎(xii), ‎(b)‎(xiii), ‎(b)‎(xix) and ‎(b)‎(xxi), in each case, made during, or committed to be made within 12 months of the end of, the Excess Cash Flow Period (provided, however, that if any payment committed to be made is not actually made in cash within such period, such amount shall be added back to Excess Cash Flow for the subsequent Excess Cash Flow Period) or, at the option of the Borrower Representative, after the Excess Cash Flow Period and prior to the Excess Cash Flow Application Date, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Term Loans as set forth in clause ‎(g) of this Section ‎2.11, provided that no such prepayment shall be made if the Excess Cash Flow for any Excess Cash Flow Period is less than $30,000,000 (and, if Excess Cash Flow exceeds such amount, only such excess shall be subject to prepayment). Each such prepayment shall be made on a pro rata basis to each Lender). The Borrower will prepay Loans date (and permanently reduce Total Revolving Credit Commitmentsan “Excess Cash Flow Application Date”) with Excess Proceeds within 30 days no later than 10 Business Days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds on which the financial statements of at least $100,000,000 has been used UK Holdco referred to repay or purchase Senior Notesin Section ‎6.1(a), subject, for the fiscal year with respect to each Lender’s ability to reject which such prepayment is made, are required to be delivered to the Lenders. (c) Subject to clauses ‎(d) and ‎(i) of this Section ‎2.11, if, on any date, UK Holdco or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event in excess of (i)(i) the greater of $8,000,000 and 0.7% of Consolidated EBITDA as of the most recently ended Reference Period in any single transaction or series of related transactions and (ii)(ii) with respect to all other Net Cash Proceeds not excluded pursuant to the preceding clause ‎(i), the greater of $18,000,000 and 1.6% of Consolidated EBITDA as of the most recently ended Reference Period for all such Net Cash Proceeds in any fiscal year, then, unless the Borrower Representative has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), an aggregate amount equal to 100% of such Net Cash Proceeds shall be applied within ten Business Days of such date to prepay outstanding Term Loans in accordance with this Section 2.3(b)(iii‎2.11; provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to any Asset Sale or Recovery Event, shall be applied to prepay the outstanding Term Loans as set forth in Section ‎2.11(g). (Ad) So long as no Event of Default shall have occurred Notwithstanding anything to the contrary in this Agreement (including clauses ‎(b) and be continuing‎(c) above), to the extent that the Borrower may reinvest Representative has determined in good faith that (i)(i) any of or cause to be reinvested all or any portion the Net Cash Proceeds of any Net Proceeds received from any Asset Sale covered or Recovery Event by Section 9.5 a Subsidiary or Excess Cash Flow attributable to Subsidiaries (xor branches of Subsidiaries) are prohibited or delayed by applicable local law from being repatriated to the relevant Borrower(s) (including as a result of financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), (ii)(ii) such repatriation would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officers) or (iii)(iii) in the case of Foreign Subsidiaries, such repatriation or any distribution of the relevant amounts would reasonably be expected to result in material adverse Tax consequences, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in this Section ‎2.11 but may be retained by the applicable Subsidiary or branch (1) any one the Borrowers hereby agreeing to cause the applicable Subsidiary or more businessesbranch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences); provided, that for a period of 360 days from receipt of such investment Net Cash Proceeds, if such repatriation becomes permitted under such applicable local law, would not present a material risk as described in any business is in the form of the acquisition of Capital Stock and results in the Borrower clause ‎(ii) above, or a Restricted Subsidiaryno such material adverse Tax consequences would result from such distribution, as the case may be, owning such distribution will be promptly effected and such distributed Net Cash Proceeds will be promptly (and in any event not later than 10 Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of Term Loans pursuant to this Section ‎2.11. (e) In the event the aggregate Outstanding Amount of Revolving Loans, L/C Obligations and Swingline Loans at any time exceeds (the “Revolving Excess”) the Total Revolving Commitments then in effect, the Revolving Borrowers shall immediately (or, if such Revolving Excess results solely from a Recalculation, within 2 Business Days) repay Swingline Loans and Revolving Loans and Collateralize Letters of Credit to the extent necessary to remove such Revolving Excess. (f) The Borrower Representative shall deliver to the Administrative Agent notice, substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), of each prepayment required under this Section ‎2.11, which notice must be received by the Administrative Agent not less than three Business Days (or such shorter time as the Administrative Agent shall reasonably agree) prior to the date such prepayment shall be made. The Administrative Agent will promptly notify each applicable Lender of such notice. Each such Lender may reject all of its Pro Rata Share of any prepayment pursuant to clause ‎(b) or ‎(c) above (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower Representative no later than 12:00 p.m. (New York City time), two Business Days after the date of such Lender’s receipt of such notice from the Administrative Agent. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of such prepayment. Any Declined Proceeds may be retained by the Borrowers (such retained amount, the “Retained Declined Proceeds”). The Borrower Representative shall deliver to the Administrative Agent, at the time of each prepayment required under this Section ‎2.11, an Officer’s Certificate setting forth in reasonable detail the calculation of the amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, prepayment. (2g) capital expenditures or (3) acquisitions of other long-term assets, Amounts to be applied in each of (1), (2) and (3), used or useful in a Similar Business or (y) connection with any mandatory prepayments made pursuant to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed this Section ‎2.11 shall be applied to the Borrower or prepayment of the Term Loans in accordance with Section ‎2.17(b). The application of any Restricted Subsidiary; provided, that prepayment of Loans pursuant to this Section ‎2.11 shall be made on a pro rata basis among Types. Each prepayment of the Loans under this Section ‎2.11 (except in the case of clause Revolving Loans that are ABR Loans (xto the extent all Revolving Loans are not being prepaid) above, a binding commitment and Swingline Loans) shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitmentprepayment on the amount prepaid. (h) Notwithstanding any of the other provision of this Section ‎2.11, if any prepayment of Eurocurrency Loans or Term SOFR Loans is required to be made under this Section ‎2.11 other than on the last day of the Interest Period applicable thereto, the applicable Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder with the Administrative Agent, to be held as security for the obligations of the applicable Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of such Eurocurrency Loans or Term SOFR Loans in accordance with this Section ‎2.11 (determined as of the date such prepayment was required to be originally made); provided that such unpaid Eurocurrency Loans or Term SOFR Loans shall continue to bear interest in accordance with Section ‎2.15 until such unpaid Eurocurrency Loans or Term SOFR Loans have been prepaid. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (1) such investment is consummated within 635 days after receipt without any further action by the or notice to or from any Borrower or any Restricted Subsidiary other Loan Party) to apply such amount to the prepayment of the Net Proceeds applicable Eurocurrency Loans or Term SOFR Loans in accordance with this Section ‎2.11 (determined as of the date such prepayment was required to be originally made). Notwithstanding anything to the contrary contained in this Agreement, any amounts held by the Administrative Agent pursuant to this clause ‎(h) pending application to any Eurocurrency Loans or Term SOFR Loans shall be held and applied to the satisfaction of such Eurocurrency Loans or Term SOFR Loans prior to any other application of such property as may be provided for herein. (i) Notwithstanding the foregoing provisions of this Section ‎2.11, at the Borrower Representative’s option, outstanding Indebtedness that is secured by the Collateral on a pari passu basis (determined without regard to the control of remedies) with the Obligations hereunder (“Other Applicable Indebtedness”) may share, on the terms set forth below, in any mandatory prepayment of the Term Loans pursuant to Section ‎2.11(b) and/or ‎(c), and the amount of any such prepayment required to be made hereunder shall be reduced accordingly. Any Net Cash Proceeds or Excess Cash Flow may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect of such Asset Sale Sale, Recovery Event or Excess Cash Flow is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds or Excess Cash Flow applied to prepay outstanding Term Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate Outstanding Amount of Term Loans and Other Applicable Indebtedness at such time) of such Net Cash Proceeds relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Cash Proceeds or Excess Cash Flow, the declined amount of such Net Cash Proceeds or Excess Cash Flow shall promptly (2and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds or Excess Cash Flow would otherwise have been required to be applied if such investment is Other Applicable Indebtedness was not consummated within the period set forth in subclause (1then outstanding), the Net Proceeds not so applied will be deemed to be Excess Proceeds.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Majority Facility Lenders of each affected Facility shall otherwise agree with the Borrower not to require such a prepayment of the Term Loans, (i) if any Capital Stock shall be issued by the Borrower or any of its Subsidiaries for cash (1) Within 365 days other than the issuance by the Borrower of Capital Stock to directors, officers or employees or to consultants pursuant to any stock option plan of the Borrower or any Subsidiary the Net Cash Proceeds of which shall not exceed in the aggregate $5,000,000 in any fiscal year unless such issuance is made pursuant to the employee stock purchase plan of the Borrower existing on the Closing Date (as it may be extended amended, modified, supplemented or replaced so long as after giving effect to any such amendment, modification, supplement or replacement, the eligible participants under such plan are not substantially different)), and the Consolidated Leverage Ratio at such time is greater than 2.75, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans as set forth in Section 2.12(d), or (ii) if any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B)7.2) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Unless the Majority Facility Lenders of each affected Facility shall otherwise agree with the Borrower not to require such a prepayment of the Term Loans, if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount by which equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(d). (c) Unless the Majority Facility Lenders of each affected Facility shall otherwise agree with the Borrower not to require such a prepayment of the Term Loans, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2003, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the Excess Cash Flow Percentage of such Excess Proceeds exceeds $100,000,000 and following Cash Flow toward the prepayment of the Term Loans as set forth in Section 2.12(d). Each such repayment the Total Revolving Credit Commitment prepayment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated made on a pro rata basis to each Lender). The Borrower will prepay Loans date (and permanently reduce Total Revolving Credit Commitmentsan "Excess Cash Flow Application Date") with Excess Proceeds within 30 days no later than 5 Business Days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds on which the financial statements of at least $100,000,000 has been used the Borrower referred to repay or purchase Senior Notesin Section 6.1(a), subjectfor the fiscal year with respect to which such prepayment is made, are delivered to each Lender’s ability the Lenders. (d) Amounts to reject such be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied to the prepayment of the Term Loans. The application of any prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default 2.12 shall have occurred and be continuingmade, the Borrower may reinvest or cause first, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; providedABR Loans and, that such investment in any business is in the form second, to Eurodollar Loans. Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment Term Loans under Section 2.12 shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamount prepaid.

Mandatory Prepayments and Commitment Reductions. (ia) Unless the Required Prepayment Lenders shall otherwise agree, subject to Section 2.18(d), if any Capital Stock shall be issued by Holdings or any of its Subsidiaries pursuant to a Qualified Offering or if any Funded Debt (1) Within 365 days (as may be extended excluding any Funded Debt incurred in accordance with Section 2.3(b)(i)(B7.2 as in effect on the date of this Agreement) shall be incurred by the Borrower or its Subsidiaries, an amount equal to (i) in the case of Capital Stock issued pursuant to a Qualified Offering, 50% or (ii) in the case of Funded Debt, 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) after Unless the Borrower’s Required Prepayment Lenders shall otherwise agree, subject to Section 2.18(d), if on any date the Borrower or a Restricted Subsidiary’s receipt any of its Subsidiaries shall receive Net Cash Proceeds of from any Asset Sale covered by or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 9.5 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $2,000,000 in any fiscal year of the Borrower, (ii) the aggregate Net Cash Proceeds of Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $10,000,000 in any fiscal year of the Borrower and (iii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (c) Unless the Required Prepayment Lenders shall otherwise agree, subject to Section 2.18(d), if, for any fiscal year of the Borrower commencing with the fiscal year ending June 30, 2000, there shall be Excess Cash Flow, the Borrower shall or shall cause or the applicable Subsidiary to, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than ten days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.12 shall be applied, first, to the prepayment of the Term Loans, second, to reduce permanently the Revolving Credit Commitments and, third, to the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B)other Person as shall be lawfully entitled thereto. Any Net Proceeds not applied such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of the Total Revolving Credit Commitments as so reduced (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in accordance immediately available funds in a cash collateral account established with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”the Administrative Agent for the benefit of the Secured Parties on terms and conditions satisfactory to the Administrative Agent (and the Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, a continuing security interest in all amounts at any time on deposit in such cash collateral account to secure all L/C Obligations from time to time outstanding and all other Obligations). If at any time the aggregate Administrative Agent determines that any funds held in such cash collateral account are subject to any right or claim of any Person other than the Administrative Agent and the Secured Parties or that the total amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds such funds is less than the amount of at least $100,000,000 has been used to repay or purchase Senior Notessuch excess, the Borrower shall cause shall, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be prepaid deposited and held in such cash collateral account, an aggregate principal amount equal to the excess of (a) the amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of such excess over (b) the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal total amount of funds, if any, then held in such cash collateral account that the Loans so prepaid (allocated on a pro rata basis Administrative Agent determines to each Lender)be free and clear of any such right and claim. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default 2.11 and this Section 2.12 shall have occurred and be continuingmade, the Borrower may reinvest or cause first, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; providedBase Rate Loans and, that such investment in any business is in the form second, to Eurodollar Loans. Each prepayment of the acquisition of Capital Stock Loans under Section 2.11 and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, this Section 2.12 (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that except in the case of clause Revolving Credit Loans (xunless the Revolving Credit Loans are being repaid in full and the Revolving Credit Commitments terminated) above, a binding commitment that are Base Rate Loans and Swing Line Loans) shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment to the Borrower or any Restricted Subsidiary of applicable Lender on the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamount prepaid.

Mandatory Prepayments and Commitment Reductions. Following the Effective Date (i) (1) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(B)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiaryor, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (iv) below, following the end of the Certain Funds Period), unused outstanding Commitments shall be reduced and outstanding Advances of a Class shall be prepaid, in each case, on a Sterling-for-Sterling basis (with amounts received in non-Sterling currencies to be converted by the Borrower to the Sterling Equivalent for purposes of this calculation) on the date of (in the case of a reduction of Commitments) or within five Business Days of (in the case of a prepayment of Advances) receipt by any member of the Reporting Group of any Net Proceeds (or in the case of clause (i)(y) below, Commitments) referred to in this paragraph (d) (or, in the case of clause (iv) below, as provided in such clause) by or with an amount equal to: (i) (x) above, a binding commitment shall be treated as a permitted application 100% of the Net Proceeds received (including into an Escrow Account) by such member of the Reporting Group from the incurrence of Debt (excluding (A) intercompany debt among members of the Reporting Group, (B) borrowings under the Borrower’s Existing Credit Agreement or any revolving facility in replacement thereof in an amount up to US$2,000,000,000, (C) any other ordinary course borrowings under existing working capital or overdraft facilities, (D) issuances of commercial paper, (E) purchase money indebtedness incurred in the ordinary course of business, (F) indebtedness with respect to capital leases incurred in the ordinary course of business and Capitalized Lease Obligations incurred in connection with the leasing of satellite transponders, (G) Debt of the Borrower incurred to refinance, repurchase, repay, redeem or defease the Borrower’s Debt in respect of its $350 million 7.25% Senior Debentures due May 18, 2018, $250 million 8.25% Senior Debentures due August 10, 2018 and/or $700 million of 6.90% Senior Notes due March 1, 2019, in each case, to the extent such Debt is scheduled to mature within twelve months of the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceeds.incurrence,

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be incurred by any Group Member (1) Within 365 days (as may other than any Indebtedness permitted to be extended incurred by any such Person in accordance with Section 2.3(b)(i)(B7.2)) after the Borrower’s or , concurrently with, and as a Restricted Subsidiary’s receipt condition to closing of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiarytransaction, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in clause (g) of this Section 2.11. (b) Subject to clauses (d) and (i) of this Section 2.11, if, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount by which equal to (i) the ECF Percentage for such period of such Excess Proceeds exceeds $100,000,000 Cash Flow over (ii) in each case at the option of the Borrower Representative and following such repayment to the Total Revolving Credit Commitment shall be permanently reduced by extent not funded with (x) the proceeds of Indebtedness constituting “long term indebtedness” (or a comparable caption) under GAAP (other than Indebtedness in respect of any revolving credit facility) or (y) the proceeds of Permitted Cure Securities applied pursuant to Section 9.4, the aggregate principal amount of (1) all Purchases by any Permitted Auction Purchaser (determined as the par value of the Loans so prepaid purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction or open market purchase permitted hereunder, (allocated 2) voluntary prepayments of Term Loans and Revolving Loans (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments), (3) optional prepayments, purchases and redemptions and buybacks (with credit given to the par value of the loans or notes repurchased) by UK Holdco and the Restricted Subsidiaries of other Indebtedness that is secured by a Lien ranking pari passu (determined without regard to the control of remedies) with the Lien securing the Obligations (but, in the case of revolving indebtedness, only to the extent of a concurrent and permanent reduction in the revolving commitments), (4) payments by UK Holdco and the Restricted Subsidiaries in cash on account of Capital Expenditures, (5) payments by UK Holdco and the Restricted Subsidiaries in cash on account of acquisitions or other Investments permitted hereunder (including any earn-out payments) and (6) Restricted Payments made in cash pursuant to Section 7.3(a), (b)(iv), (b)(v), (b)(vi), (b)(viii), (b)(x), (b)(xii), (b)(xiii), (b)(xix) and (b)(xxi), in each case, made during, or committed to be made within 12 months of the end of, the Excess Cash Flow Period (provided, however, that if any payment committed to be made is not actually made in cash within such period, such amount shall be added back to Excess Cash Flow for the subsequent Excess Cash Flow Period) or, at the option of the Borrower Representative, after the Excess Cash Flow Period and prior to the Excess Cash Flow Application Date, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Term Loans as set forth in clause (g) of this Section 2.11, provided that no such prepayment shall be made if the Excess Cash Flow for any Excess Cash Flow Period is less than $10,000,000 (and, if Excess Cash Flow exceeds such amount, only such excess shall be subject to prepayment). Each such prepayment shall be made on a pro rata basis to each Lender). The Borrower will prepay Loans date (and permanently reduce Total Revolving Credit Commitmentsan “Excess Cash Flow Application Date”) with Excess Proceeds within 30 days no later than 10 Business Days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds on which the financial statements of at least $100,000,000 has been used UK Holdco referred to repay or purchase Senior Notesin Section 6.1(a), subject, for the fiscal year with respect to each Lender’s ability to reject which such prepayment is made, are required to be delivered to the Lenders. (c) Subject to clauses (d) and (i) of this Section 2.11, if, on any date, UK Holdco or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event in excess of (i) the greater of $2,000,000 and 0.7% of Consolidated EBITDA as of the most recently ended Reference Period in any single transaction or series of related transactions and (ii) with respect to all other Net Cash Proceeds not excluded pursuant to the preceding clause (i), the greater of $5,000,000 and 1.6% of Consolidated EBITDA as of the most recently ended Reference Period for all such Net Cash Proceeds in any fiscal year, then, unless the Borrower Representative has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), an aggregate amount equal to 100% of such Net Cash Proceeds shall be applied within five Business Days of such date to prepay outstanding Term Loans in accordance with this Section 2.3(b)(iii2.11; provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to any Asset Sale or Recovery Event, shall be applied to prepay the outstanding Term Loans as set forth in Section 2.11(g). (Ad) So long as no Event of Default shall have occurred Notwithstanding anything to the contrary in this Agreement (including clauses (b) and be continuing(c) above), to the extent that the Borrower may reinvest Representative has determined in good faith that (i) any of or cause to be reinvested all or any portion the Net Cash Proceeds of any Net Proceeds received from any Asset Sale covered or Recovery Event by Section 9.5 a Subsidiary or Excess Cash Flow attributable to Subsidiaries (xor branches of Subsidiaries) are prohibited or delayed by applicable local law from being repatriated to the relevant Borrower(s) (including as a result of financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), (ii) such repatriation would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officers) or (iii) in the case of Foreign Subsidiaries, such repatriation or any distribution of the relevant amounts would reasonably be expected to result in material adverse Tax consequences, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in this Section 2.11 but may be retained by the applicable Subsidiary or branch (1) any one the Borrowers hereby agreeing to cause the applicable Subsidiary or more businessesbranch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences); provided, that for a period of 360 days from receipt of such investment Net Cash Proceeds, if such repatriation becomes permitted under such applicable local law, would not present a material risk as described in any business is in the form of the acquisition of Capital Stock and results in the Borrower clause (ii) above, or a Restricted Subsidiaryno such material adverse Tax consequences would result from such distribution, as the case may be, owning such distribution will be promptly effected and such distributed Net Cash Proceeds will be promptly (and in any event not later than 10 Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of Term Loans pursuant to this Section 2.11. (e) In the event the aggregate Outstanding Amount of Revolving Loans, L/C Obligations and Swingline Loans at any time exceeds (the “Revolving Excess”) the Total Revolving Commitments then in effect, the Revolving Borrowers shall immediately (or, if such Revolving Excess results solely from a Recalculation, within 2 Business Days) repay Swingline Loans and Revolving Loans and Collateralize Letters of Credit to the extent necessary to remove such Revolving Excess. (f) The Borrower Representative shall deliver to the Administrative Agent notice, substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), of each prepayment required under this Section 2.11, which notice must be received by the Administrative Agent not less than three Business Days (or such shorter time as the Administrative Agent shall reasonably agree) prior to the date such prepayment shall be made. The Administrative Agent will promptly notify each applicable Lender of such notice. Each such Lender may reject all of its Pro Rata Share of any prepayment pursuant to clause (b) or (c) above (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower Representative no later than 12:00 p.m. (New York City time), two Business Days after the date of such L▇▇▇▇▇’s receipt of such notice from the Administrative Agent. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of such prepayment. Any Declined Proceeds may be retained by the Borrowers (such retained amount, the “Retained Declined Proceeds”). The Borrower Representative shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.11, an Officer’s Certificate setting forth in reasonable detail the calculation of the amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, prepayment. (2g) capital expenditures or (3) acquisitions of other long-term assets, Amounts to be applied in each of (1), (2) and (3), used or useful in a Similar Business or (y) connection with any mandatory prepayments made pursuant to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed this Section 2.11 shall be applied to the Borrower or prepayment of the Term Loans in accordance with Section 2.17(b). The application of any Restricted Subsidiary; provided, that prepayment of Loans pursuant to this Section 2.11 shall be made on a pro rata basis regardless of Type. Each prepayment of the Loans under this Section 2.11 (except in the case of clause Revolving Loans that are ABR Loans (xto the extent all Revolving Loans are not being prepaid) above, a binding commitment and Swingline Loans) shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitmentprepayment on the amount prepaid. (h) Notwithstanding any of the other provision of this Section 2.11, if any prepayment of Eurocurrency Loans is required to be made under this Section 2.11 other than on the last day of the Interest Period applicable thereto, the applicable Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder with the Administrative Agent, to be held as security for the obligations of the applicable Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of such Eurocurrency Loans in accordance with this Section 2.11 (determined as of the date such prepayment was required to be originally made); provided that such unpaid Eurocurrency Loans shall continue to bear interest in accordance with Section 2.15 until such unpaid Eurocurrency Loans have been prepaid. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (1) such investment is consummated within 635 days after receipt without any further action by the or notice to or from any Borrower or any Restricted Subsidiary other Loan Party) to apply such amount to the prepayment of the Net Proceeds applicable Eurocurrency Loans in accordance with this Section 2.11 (determined as of the date such prepayment was required to be originally made). Notwithstanding anything to the contrary contained in this Agreement, any amounts held by the Administrative Agent pursuant to this clause (h) pending application to any Eurocurrency Loans shall be held and applied to the satisfaction of such Eurocurrency Loans prior to any other application of such property as may be provided for herein. (i) Notwithstanding the foregoing provisions of this Section 2.11, at the Borrower Representative’s option, outstanding Indebtedness that is secured by the Collateral on a pari passu basis (determined without regard to the control of remedies) with the Obligations hereunder (“Other Applicable Indebtedness”) may share, on the terms set forth below, in any mandatory prepayment of the Term Loans pursuant to Section 2.11(b) and/or (c), and the amount of any such prepayment required to be made hereunder shall be reduced accordingly. Any Net Cash Proceeds or Excess Cash Flow may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect of such Asset Sale Sale, Recovery Event or Excess Cash Flow is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds or Excess Cash Flow applied to prepay outstanding Term Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate Outstanding Amount of Term Loans and Other Applicable Indebtedness at such time) of such Net Cash Proceeds relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Cash Proceeds or Excess Cash Flow, the declined amount of such Net Cash Proceeds or Excess Cash Flow shall promptly (2and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds or Excess Cash Flow would otherwise have been required to be applied if such investment is Other Applicable Indebtedness was not consummated within the period set forth in subclause (1then outstanding), the Net Proceeds not so applied will be deemed to be Excess Proceeds.

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be incurred by the Company or any Restricted Subsidiary (1) Within 365 days (as may other than any Indebtedness permitted to be extended incurred by any such Person in accordance with Section 2.3(b)(i)(B6.2) (other than Permitted Credit Agreement Refinancing Debt)) after the Borrower’s or , concurrently with, and as a Restricted Subsidiary’s receipt condition to closing of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiarytransaction, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Net Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment thereof shall be permanently reduced by applied on the aggregate principal amount date of such issuance or incurrence toward the prepayment of the Loans so prepaid as set forth in clause (allocated f) of this Section 2.6. (b) If, for any Excess Cash Flow Interim Period, there shall be Excess Cash Flow, an amount equal to the excess of (i) Required Percentage of such Excess Cash Flow over (ii) to the extent not funded with the proceeds of Indebtedness constituting “long term indebtedness” under GAAP (other than Indebtedness in respect of any revolving credit facility), the aggregate amount of (1) all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction permitted hereunder, (2) voluntary prepayments of Term Loans made by the Company and (3) any amount of excess cash flow payments paid to lenders under Indebtedness of the Company or its Subsidiaries secured by assets other than Collateral, in each case during the Specified Period for such Excess Cash Flow Interim Period, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Loans as set forth in clause (f) of this Section 2.6. Each such prepayment shall be made on a pro rata basis to each Lender). The Borrower will prepay Loans date (and permanently reduce Total Revolving Credit Commitmentsan “Excess Cash Flow Application Date”) with Excess Proceeds within 30 days no later than (i) 10 Business Days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds on which the financial statements of at least $100,000,000 has been used the Company referred to repay in Section 5.1(a) or purchase Senior Notes5.1(b), subject, for the fiscal quarter with respect to each Lender’s ability to reject which such prepayment is made, are required to be delivered to the Lenders or (ii) if such financial statements are actually delivered prior to the date on which they are required to be delivered pursuant to Section 2.3(b)(iii5.1(a) or 5.1(b), the last Business Day of the calendar month in which such financial statements are actually delivered (but in no event later than the date set forth in clause (i) of this sentence). (Ac) So long as no Event of Default shall have occurred and be continuingIf, on any date, the Borrower may reinvest or cause to be reinvested all Company or any portion of any Restricted Subsidiary shall receive Net Proceeds received from any Asset Sale covered or any Event of Loss in excess of $2,000,000 in any fiscal year, to the extent required by Section 9.5 5.14, 6.5(a)(vi) or 6.5(e), such Net Proceeds (xto the extent in excess of $2,000,000) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock shall be applied within five Business Days of such business such that it constitutes a Restricted Subsidiary, date to prepay (2A) capital expenditures or (3) acquisitions of other long-term assets, outstanding Term Loans in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceeds.accordance with this Section 2.6 and

Mandatory Prepayments and Commitment Reductions. (a) Upon receipt by any Loan Party of, without duplication, (i) any Net Cash Proceeds arising from any Disposition of First-Priority Collateral (1other than (x) Within 365 days the Disposition of Inventory in the ordinary course of business on ordinary business terms or (y) the Disposition of Collateral by any Loan Party to any Borrower), (ii) subject to Section 7.5 (d) and clause (d) of this Section 4.3, any proceeds from a Property Loss Event involving First-Priority Collateral or (iii) Extraordinary Receipts relating to First-Priority Collateral, the Borrowers shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 105% of such proceeds. Any such Mandatory Prepayment shall be applied in accordance with clause (c) below. (b) To the extent not required by the Notes Indenture to redeem or otherwise repurchase the Secured Notes, subject to clause (d) of this Section 4.3, upon receipt by any Loan Party of (i) any Net Cash Proceeds arising from any Disposition of Second-Priority Collateral (other than (x) the Disposition of the Menominee Paper Machine or (y) the Disposition of Collateral by any Loan Party to any Borrower), (ii) subject to Section 7.5 (d) and clause (d) of this Section 4.3, any proceeds from a Property Loss Event involving Second-Priority Collateral, or (iii) Extraordinary Receipts relating to Second-Priority Collateral, the Borrowers shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 105% of such proceeds. Any such Mandatory Prepayment shall be applied in accordance with clause (c) below. (c) Any Mandatory Prepayments made by the Borrowers required to be applied in accordance with this clause (c) shall be applied (subject in the case of Mandatory Prepayments made with the proceeds from a Reinvestment Event to Section 7.5 (if applicable) and clause (d) of this Section 4.3) as may follows: first, to repay the outstanding principal balance of the Revolving Loans until the Revolving Line of Credit shall have been paid in full and then to provide cash collateral for any outstanding Letters of Credit or Letter of Credit Guaranties in an amount equal to 105% of the face amount of the applicable Letters of Credit until all such Letters of Credit have been fully cash collateralized. All repayments of Revolving Loans required to be extended made pursuant to this clause (c) shall result in a permanent reduction of the Revolving Credit Commitments (and the Revolving Credit Commitments of each Lender shall be reduced by its Ratable Portion of such amount); provided, that, if such repayment was made from the Net Cash Proceeds of a Reinvestment Event, the Revolving Credit Commitments shall not be reduced by such prepayment to the extent of the Reinvestment Deferred Amount of such Reinvestment Event until the Reinvestment Prepayment Date corresponding thereto and, on such Reinvestment Prepayment Date, the Revolving Credit Commitments shall be reduced only to the extent of the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any; and provided, further, that, upon the occurrence of any Default or Event of Default on or before the Reinvestment Prepayment Date corresponding to such Reinvestment Event, the Revolving Credit Commitments shall be reduced by the entire Reinvestment Deferred Amount corresponding to such Reinvestment Event; and provided, further, however, that if any such repayment pursuant to this clause (c) was made from the Net Cash Proceeds of a Disposition of the type described in clause (c)(ii)(A)(vi) of Section 7.11, the Borrowers shall not be required to permanently reduce the Revolving Credit Commitments to the extent such Disposition was permitted under such clause (c)(ii)(A)(vi) of Section 7.11. (d) Notwithstanding anything in clauses (a), (b) or (c) of this Section 4.3 to the contrary, if (i) any repayment under clause (c) of this Section 4.3 is required to be made in respect of a Reinvestment Event, (ii) such Reinvestment Event constitutes a Property Loss Event and the insurance proceeds received by the Loan Parties in connection therewith do not exceed $600,000 (individually or in the aggregate), or if such insurance proceeds exceed $600,000 (individual or in the aggregate), the applicable Loan Party shall have obtained the consent of the Agent in accordance with Section 2.3(b)(i)(B)7.5(d) after hereof, and (iii) the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default applicable Loan Party shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed delivered to the Borrower or any Restricted Subsidiary; providedAgent a Reinvestment Notice and, that in the case of Property Loss Event, shall have complied with the provisions of Section 7.5 of this Financing Agreement, then any such Mandatory Prepayment shall not be required to the extent of the Reinvestment Deferred Amount of such Reinvestment Event until the Reinvestment Prepayment Date corresponding thereto and, on such Reinvestment Prepayment Date, the applicable Loan required to be prepaid shall be so prepaid and reduced to the extent of the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any; provided, however, that, upon the occurrence of any Event of Default on or before the Reinvestment Prepayment Date corresponding to such Reinvestment Event, the Borrowers shall be required to prepay the Loans in accordance with clause (xc) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt this Section 4.3 by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if entire Reinvestment Deferred Amount corresponding to such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess ProceedsReinvestment Event.

Mandatory Prepayments and Commitment Reductions. (ia) Unless the Required Prepayment Lenders shall otherwise agree, if any Capital Stock shall, subsequent to the Closing Date, be issued by Holdings, the Company or any of its Subsidiaries (1excluding any issuance of Capital Stock (x) Within 365 to management of Holdings, the Company or a subsidiary (including in connection with the exercise of stock options) or (y) pursuant to Section 7.5(e) or (z) where the Net Cash Proceeds thereof do not exceed $1,000,000 in any fiscal year), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence (or within two days after such date if the provisions of the succeeding paragraph (d) are complied with) toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as may set forth in Section 2.12(f); provided that, solely for the purpose of replacing an equivalent portion of Capital Stock of Holdings on the Closing Date, Holdings shall be extended entitled to issue, without any application of any Net Cash Proceeds thereof under this Section 2.12, on terms and conditions and with holders reasonably satisfactory to the Administrative Agent, on or prior to the date six months after the Closing Date, up to $50,000,000 in Net Cash Proceeds of mezzanine financing (the "Holdings Mezzanine Financing"). (b) Unless the Required Prepayment Lenders shall otherwise agree, if, subsequent to the Closing Date, any Indebtedness is incurred by Holdings, the Company or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.2 as in effect on the date of this Agreement)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence (or within two days after such date if the provisions of the succeeding paragraph (d) are complied with) toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(f). (c) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date (or within two days after such date if the provisions of the succeeding paragraph (d) are complied with) toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(f); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $50,000,000 in any fiscal year of the Company, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(f) and (iii) the aggregate of all Reinvestment Deferred Amounts not applied toward one such prepayment or reduction shall not at any one time exceed $50,000,000. (d) Provided that the Borrowers deposit the proceeds received by them pursuant to the circumstances giving rise to the requirement to make a prepayment pursuant to any of the preceding paragraphs (a), (b) or (c) with the Administrative Agent, for the benefit of the Lenders, in a cash collateral account, the Borrowers may have until the second succeeding day following the receipt of such proceeds to make the prepayment required by any such paragraph. The Borrowers hereby grant to the Administrative Agent, for the benefit of the Lenders, a security interest in all amounts from time to time on deposit in such cash collateral account and expressly waive all rights (which rights the Borrowers hereby acknowledge and agree are vested exclusively in the Administrative Agent) to exercise dominion or control over any such amounts. (e) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Company, commencing with the fiscal year ending September 30, 1999, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans as set forth in Section 2.12(f). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of the Company referred to in Section 6.1(a), for the fiscal year with respect to which such Excess Proceeds exceeds $100,000,000 prepayment is made, are required to be delivered to the Lenders and following (ii) the date such repayment financial statements are actually delivered. (f) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.12 shall be applied, first (in all cases), to the pro rata prepayment of the Term Loans and, second (in the cases of paragraphs (a), (b) and (c)), to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitment shall be permanently reduced by Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated because L/C Obligations constitute a portion thereof), the Borrowers shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on a pro rata basis terms and conditions satisfactory to each Lender)the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default 2.12 shall have occurred be made first to Base Rate Loans and be continuing, the Borrower may reinvest or cause second to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form Eurocurrency Loans. Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Loans under Section 2.12 (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that except in the case of clause (xRevolving Credit Loans that are Base Rate Loans and Swing Line Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that prepayment on the amount prepaid. (1g) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary If, as a result of the Net Proceeds making of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1)payment required to be made pursuant to Section 2.12, the Net Proceeds not so applied will Borrowers would be deemed required to indemnify any Lender pursuant to Section 2.21, the Borrowers may deposit the amount of such payment with the Administrative Agent, for the benefit of the Lenders, in a cash collateral account, until the end of the applicable Interest Period at which time such payment shall be Excess Proceedsmade. The Borrowers hereby grant to the Administrative Agent, for the benefit of the Lenders, a security interest in all amounts from time to time on deposit in such cash collateral account and expressly waive all rights (which rights the Borrowers hereby acknowledge and agree are vested exclusively in the Administrative Agent) to exercise dominion or control over any such amounts.

Mandatory Prepayments and Commitment Reductions. (ia) (1) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(B)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 If the Borrower or such Restricted Subsidiaryany Subsidiary shall issue any Capital Stock, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof (other than (i) the Net Cash Proceeds in an aggregate amount by not to exceed -36- $25,000,000 of the issuance of preferred stock of the Borrower having a cash pay dividend of up to 8% and upon which no cash dividends may be declared or paid during the Existence of a Default or Event of Default hereunder, and (ii) Net Cash Proceeds in an aggregate amount not to exceed $50,000,000 of the issuance of common stock of the Borrower or options, warrants or rights with respect to such Excess Proceeds exceeds $100,000,000 common stock of the Borrower upon which no cash dividends may be declared or paid during the Existence of a Default or Event of Default hereunder) shall be applied on the date of such issuance toward the prepayment of the Term Loans and following such repayment the Total reduction of the Revolving Credit Commitment Commitments as set forth in Section 2.12(d); provided that nothing contained in this Section 2.12(a) shall be permanently reduced by obligate the aggregate principal amount SPV to make any prepayment of any Loans under this Agreement nor shall contributions to the capital of the Loans so prepaid (allocated on a pro rata basis SPV in the form of Receivables be deemed to each Lender)generate Net Cash Proceeds. The Lenders hereby agree that this Section 2.12(a) shall not apply to the issuance of Capital Stock of the Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after to the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds holders of at least $100,000,000 has been used to repay or purchase the Borrower's Senior Notes, subject, to each Lender’s ability to reject such prepayment Subordinated Notes pursuant to Section 2.3(b)(iii)the Plan of Reorganization. (b) If the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, the Mandatory Prepayment Percentage of such Net Cash Proceeds shall be promptly applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing: (i) net insurance proceeds received by the Collateral Agent shall be made available for the restoration of the portion of the Collateral damaged or destroyed if written application for such use is made within thirty (30) days of receipt of such proceeds and the following conditions are satisfied: (A) So the Borrower has in effect business interruption insurance covering the income to be lost during the restoration period as a result of the damage or destruction to the Collateral or provides the Administrative Agent with other evidence satisfactory to it that the Borrower has cash resources sufficient to pay its obligations during the restoration period; (B) the effect of the damage to or destruction of the Collateral giving rise to receipt of the insurance proceeds is not to terminate, or give a lessee the option to terminate, any lease of all or any portion of the Mortgaged Premises; (C) no Event of Default or Default shall have occurred or be continuing (and if such an event shall occur during restoration the Administrative Agent may, at its election, apply any insurance proceeds then remaining in its hands to the reduction of the Obligations); (D) the Borrower shall have submitted to the Administrative Agent plans and specifications for the restoration which shall be satisfactory to it; (E) the Borrower shall submit to the Administrative Agent fixed price contracts with good and responsible contractors and materialmen covering all work and materials necessary to complete restoration and providing for a total completion price not in excess of the amount of insurance proceeds available for restoration, or, if a deficiency shall exist, the Borrower shall have deposited the amount of such deficiency with the Administrative Agent; and (F) the Borrower shall have obtained a waiver of the right of subrogation from any insurer under such policies of insurance who at that time claims that no liability exists as to the Borrower or the insured under such policies. Any insurance proceeds to be released pursuant to the foregoing provisions may at the option of the Administrative Agent be disbursed from time to time as restoration progresses to pay for restoration work completed and in place and such disbursements may at the Administrative Agent's option be made directly to the Borrower or to or through any contractor or materialman to whom payment is due or to or through a construction escrow to be maintained by a title insurer acceptable to the Administrative Agent. The Administrative Agent may impose such further conditions upon the release of insurance proceeds (including the receipt of title insurance) as are customarily imposed by prudent construction lenders to insure the completion of the restoration work free and clear of all liens or claims for lien. All title insurance charges and other costs and expenses paid to or for the account of the Borrower in connection with the release of such insurance proceeds shall constitute so much additional Obligations to be payable upon demand with interest at the rate applicable to Revolving Credit Loans that are Base Rate Loans at the time such costs or expenses are incurred. The Administrative Agent may deduct any such costs and expenses from insurance proceeds at any time standing in its hands. If the Borrower fails to request that insurance proceeds be applied to the restoration of the improvements or if the Borrower makes such a request but fails to complete restoration within a reasonable time, the Administrative Agent shall have the right, but not the duty, to restore or rebuild said Collateral or any part thereof for or on behalf of the Borrower in lieu of applying said proceeds to the Obligations and for such purpose may do all necessary acts, including using funds deposited by the Borrower as aforesaid and advancing additional funds for the purpose of restoration, all such additional funds to constitute part of the Obligations payable upon demand with interest at the rate applicable to Revolving Credit Loans that are Base Rate Loans at the time of incurrence; (ii) the proceeds from any sales of Receivables pursuant to the Receivables Securitization Program shall be used for working capital purposes, operational purposes and other general corporate purposes; and (iii) proceeds in an aggregate amount of less than $1,000,000 may be held by the Administrative Agent until the aggregate amount of such proceeds equals or exceeds $1,000,000 and then applied as provided herein. Any proceeds held by the Administrative Agent pursuant to this clause (iii) shall be invested in mutually acceptable investments, which shall be part of the Collateral and, so long as no Default or Event of Default shall have occurred and be continuing, the investment earnings thereon shall be made available to the Borrower may reinvest at its request. (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending September 30, 2001, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply 85% of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a) or cause (b), for the fiscal year with respect to which such prepayment is made, are required to be reinvested all or any portion delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) All amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.12 shall be applied to the prepayment of any Net Proceeds received from any Asset Sale covered by Section 9.5 the Term Loans (x) in (1) any one or more businesses; provided, that such investment in any business is in the form order set forth in Section 2.18(b)) and to the permanent reduction of the acquisition of Capital Stock and results Revolving Credit Commitments ratably in accordance with the Borrower or a Restricted Subsidiary, as the case may be, owning an outstanding principal amount of the Capital Stock Term Loans and the amount of the Total Revolving Credit Commitments, determined without regard to any outstanding Revolving Extensions of Credit. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or the Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such business such that it constitutes excess (because L/C Obligations constitute a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1portion thereof), (2) and (3)the Borrower shall, used or useful to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a Similar Business or (y) to reduce Indebtedness cash collateral account established with the Administrative Agent for the benefit of a Restricted Subsidiary, other than Indebtedness owed the Lenders on terms and conditions satisfactory to the Borrower or Administrative Agent. The application of any Restricted Subsidiary; provided, that prepayment pursuant to Section 2.12 shall be made first to Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under Section 2.12 (except in the case of clause (xRevolving Credit Loans that are Base Rate Loans and Swing Line Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or amount prepaid and any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed amounts owing pursuant to be Excess ProceedsSection 2.21.

Mandatory Prepayments and Commitment Reductions. (a) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale (other than a sale of Capital Stock of ACEP) or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 3.2(b); provided that, notwithstanding the foregoing, (i) (1) Within 365 days (as the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be extended excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in accordance any fiscal year of ACEP and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.3(b)(i)(B3.2(b); provided that any such prepayment shall not constitute a reduction of the Commitments. (b) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds The application of any Asset Sale covered prepayment pursuant to Section 3.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 3.2 shall be accompanied by Section 9.5 accrued interest to the Borrower or date of such Restricted Subsidiaryprepayment on the amount prepaid. (c) Any reduction of the Commitments shall be accompanied by prepayment of the Loans to the extent, at its optionif any, may apply that the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time Total Extensions of Credit exceed the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notesthe Total Commitments as so reduced, provided that if the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of then outstanding is less than the amount by which of such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid excess (allocated on because L/C Obligations constitute a pro rata basis to each Lenderportion thereof). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause shall, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form extent of the acquisition balance of Capital Stock and results in the Borrower or a Restricted Subsidiarysuch excess, as the case may be, owning replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Capital Stock Lenders in an amount equal to 105% of such business balance of such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) excess and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed otherwise on terms and conditions satisfactory to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess ProceedsAdministrative Agent.

Mandatory Prepayments and Commitment Reductions. (ia) Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (1) Within 365 days (as may be extended excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.2 as in effect on the date of this Agreement)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such Excess Proceeds exceeds $100,000,000 prepayment is made, are required to be delivered to the Lenders and following (ii) the date such repayment financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitment shall be permanently reduced by Commitments as so reduced, provided that if the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceeds.Credit

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be incurred by any Group Member (1) Within 365 days (as may be extended excluding any Indebtedness permitted in accordance with Section 2.3(b)(i)(B7.2 (other than Term Loan Refinancing Indebtedness)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(e); provided that prepayments pursuant to this Section 2.11(a) shall be accompanied by any fees payable with respect thereto pursuant to Section 2.10(b). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, the Asset Sale Percentage of such Net Cash Proceeds shall be applied within 10 Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.11(e); provided, that, notwithstanding the foregoing, no such prepayment shall be required to the extent that the aggregate Net Cash Proceeds received from Asset Sales or Recovery Events in any fiscal year is less than $50,000,000 (it being understood that only amounts in excess of such thresholds shall be required to be applied to any prepayment); provided further that on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(e); provided further that, notwithstanding the foregoing, such Net Cash Proceeds may be applied towards the prepayment or purchase of Pari Passu Secured Indebtedness to the extent the documentation governing such Indebtedness requires such a prepayment or purchase with Net Cash Proceeds from any Asset Sale or Recovery Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness (provided that, in the event that the Borrower or applicable Restricted Subsidiary makes an offer to the holders of such Pari Passu Secured Indebtedness to prepay or purchase such Pari Passu Secured Indebtedness in an amount permitted under this Section 2.11(b), to the extent that such offer is declined by holders of such Pari Passu Secured Indebtedness (the declined amount, the “Other Debt Declined Amount”), the Borrower shall be required to prepay Term Loans in an amount equal to such Other Debt Declined Amount as if the Other Debt Declined Amount were Net Cash Proceeds received on the final date by which such declining holders were required to give notice of their Other Debt Declined Amount). (c) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply toward the prepayment of the Term Loans as set forth in Section 2.11(e) the excess of (x) the ECF Percentage of such Excess Cash Flow over (y) solely to the extent not funded with the proceeds of long-term Indebtedness or the proceeds of any issuance of Capital Stock, the aggregate amount of (1) all optional prepayments of Term Loans made during such Excess Cash Flow Period pursuant to Section 2.10, (2) all optional prepayments of Pari Passu Secured Indebtedness made during such Excess Cash Flow Period, (3) all prepayments of ABL Loans during such Excess Cash Flow Period to the extent accompanied by a permanent reduction of the ABL Commitments, and (4) all Loan purchases made during such Excess Cash Flow Period pursuant to Section 2.25 and Section 10.6(e) (provided that the aggregate amount of any such purchase shall be the amount of the Borrower’s cash payment in respect of such purchase). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than 10 Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the Excess Cash Flow Period with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) On or a Restricted Subsidiary’s receipt after the fifth anniversary of Net Proceeds the Closing Date, the Borrower shall pay in cash all accrued interest and/or original issue discount (as determined for U.S. federal income tax purposes) to the extent necessary so that the Initial Term Loans will not be classified as “applicable high yield discount obligations” under Section 163(i) of the Code (or any successor provision). It is the intent of the Borrower that payments on the Initial Term Loans made pursuant to this Section 2.11(d) be made such that Section 163(e)(5) of the Code (or any successor provision) would not apply to the Initial Term Loans and the provisions of this Agreement related to the Initial Term Loans shall be applied consistently therewith. The computations and determinations made by the Borrower for purposes of this Section 2.11(d) shall be binding upon each Lender. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any Asset Sale covered prepayment pursuant to this Section 2.11 shall be made first, to ABR Loans, second to RFR Loans, and, third, to Term Benchmark Loans. Each prepayment of the Loans under this Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) With respect to any prepayment pursuant to this Section 9.5 2.11 of Initial Term Loans and, unless otherwise specified in the Borrower or such Restricted Subsidiaryapplicable Incremental Term Loan Activation Notice, other Term Loans, any Term Lender, at its option, may apply elect not to accept such prepayment. The Borrower shall notify the Net Proceeds from such Asset Sale in accordance with Administrative Agent of any event giving rise to a prepayment under this Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of 2.11 at least $100,000,000 has been used three Business Days prior to repay or purchase Senior Notes, the Borrower date of such prepayment. Each such notice shall cause to be prepaid an aggregate principal amount specify the date of Loans such prepayment and Senior Notes, on provide a pro rata basis, equal to 100% reasonably detailed calculation of the amount of such prepayment that is required to be made under this Section 2.11. Any Lender may decline to accept all (but not less than all) of its share of any such prepayment (the “Declined Amount”) by which such Excess Proceeds exceeds $100,000,000 and following such repayment providing written notice to the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days Administrative Agent no later than two Business Days after the date of such L▇▇▇▇▇’s receipt of notice from the Administrative Agent regarding such prepayment. If the Lender does not give a notice to the Administrative Agent on or prior to such second Business Day informing the Administrative Agent that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used it declines to repay or purchase Senior Notesaccept the applicable prepayment, subject, then such Lender will be deemed to each Lenderhave accepted such prepayment. Such L▇▇▇▇▇’s ability to reject such prepayment pursuant to Section 2.3(b)(iii)Declined Amount may be retained by the Borrower. (Ag) So long as no Event Notwithstanding any other provisions of Default shall have occurred and be continuingthis Section 2.11, to the Borrower may reinvest extent any or cause to be reinvested all or any portion of any the Net Cash Proceeds received from of any Asset Sale covered by Section 9.5 a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (x) in (1) any one or more businesses; providedincluding financial assistance, that such investment in any business is in corporate benefit restrictions on upstreaming of cash intra group and the form fiduciary and statutory duties of the acquisition directors of Capital Stock and results in such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or a Restricted Subsidiary, as any applicable Domestic Subsidiary or if the case may be, owning an Borrower has determined in good faith that repatriation of any such amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary; provided, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (in the case of clause Excess Cash Flow, net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans pursuant to this Section 2.11 (x) above, a binding commitment provided that no such prepayment of the Term Loans pursuant to this Section 2.11 shall be treated as a permitted application required in the case of any such Net Cash Proceeds or Excess Cash Flow the Net Proceeds from repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), the Borrower applies an amount equal to the amount of such commitment; provided that (1) Net Cash Proceeds or Excess Cash Flow to such investment is consummated within 635 days after receipt reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less (in the case of Excess Cash Flow) the amount of additional taxes that would have been payable or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) reserved against if such investment is not consummated within the period set forth in subclause Excess Cash Flow had been repatriated (1)or, if less, the Net Cash Proceeds not so applied will or Excess Cash Flow that would be deemed to be Excess Proceedscalculated if received by such Foreign Subsidiary).

Mandatory Prepayments and Commitment Reductions. (ia) If any Capital Stock or Indebtedness shall be issued or Incurred by the Borrower or any of its Subsidiaries (1excluding any Permitted Issuance and any Incurrence of Indebtedness (other than the Senior Subordinated Notes) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(Bsubsection 7.2 as in effect on the date of this Agreement)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or Incurrence toward the prepayment of the Term Loans and to the extent of any excess to the prepayment of the Revolving Credit Loans and, with respect to the Incurrence of any such Indebtedness, the reduction of the Revolving Credit Commitments as set forth in subsection 2.9(e). (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied, within five Business Days after such date, toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in subsection 2.9(e); provided, that, none of the Net Cash Proceeds of Asset Sales may be excluded from the foregoing requirement pursuant to a Reinvestment Notice to the extent of any Term Loans then outstanding; and provided, further, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice (x) with respect to the acquisition of a new Station contemplated by subsection 7.5(h) shall not exceed $90,000,000 and (y) with respect to the acquisition of other assets useful in the Borrower's or any of its Subsidiaries' business, shall not exceed in any fiscal year of the Borrower $200,000 and (ii) on each Reinvestment Prepayment Date, an amount by equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the Revolving Credit Loans and, under certain circumstances, to the reduction of the Revolving Credit Commitments as set forth in subsection 2.9(e). (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 1997, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the Revolving Credit Loans (but not the reduction of the Revolving Credit Commitments) as set forth in subsection 2.9(e) and the definition of "ECF Percentage". Each such prepayment shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in subsection 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) On the date the Borrower receives the Capital Contribution, the Borrower shall apply 100% of the amount of the Capital Contribution toward the prepayment of the Term Loans and the Revolving Credit Loans (but not the reduction of the Revolving Credit Commitments) as set forth in subsection 2.9(e). (e) The amount of the Capital Contribution to be applied pursuant to subsection 2.9(d) shall be applied first, to the prepayment of the Term Loans and, second, to the prepayment of the Revolving Credit Loans but not to reduce the Revolving Credit Commitments (except in the event of a bankruptcy, insolvency or similar condition of Holdings or the Borrower, in which case the Capital Contribution shall be applied ratably to the prepayment of the Term Loans and the permanent reduction of the Revolving Credit Commitments based on the respective amounts thereof. Each of (i) the Excess Cash Flow to be applied pursuant to subsection 2.9(b) and (ii) the Net Cash Proceeds exceeds $100,000,000 of the Senior Subordinated Notes to be applied pursuant to subsection 2.9(a), shall be applied first, to the prepayment of the Term Loans and following second, to the prepayment of any outstanding Revolving Credit Loans but not to reduce the Revolving Credit Commitments. Subject to subsection 2.9(b), 100% of the Net Cash Proceeds of any Asset Sale or Recovery Event shall be applied first, to the prepayment of the Term Loans and to the extent of any excess, second, unless a Reinvestment Notice shall be delivered in respect thereof (in which case the terms of subsection 2.9(b) shall apply), to the permanent reduction of the Revolving Credit Commitments and the prepayment of the Revolving Credit Loans. Any such repayment reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit Commitment shall be permanently reduced by exceed the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on a pro rata basis terms and conditions satisfactory to each Lender)the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default this subsection 2.9 shall have occurred be made first to ABR Loans and be continuing, the Borrower may reinvest or cause second to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form Eurodollar Loans. Amounts prepaid on account of the acquisition Term Loans shall be applied ratably to the then remaining number of Capital Stock installments thereof and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount not be reborrowed. Any such permanent reductions of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed Revolving Credit Commitments shall be applied ratably to the Borrower or any Restricted Subsidiary; provided, that in the case then remaining number of clause (x) above, a binding commitment shall be treated as a permitted application scheduled reductions of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period Revolving Credit Commitments as set forth in subclause (1subsection 2.7(b), the Net Proceeds not so applied will be deemed to be Excess Proceeds.

Mandatory Prepayments and Commitment Reductions. (a) If after the Closing Date any Capital Stock shall be sold or issued by Holdings, the Company or any of its Subsidiaries (including, without limitation, any sales pursuant to the exercise of warrants, but excluding (i) any issuance of common stock in payment of interest under the Seller Note and (1ii) Within 365 days any Permitted Employee Stock Issuances, to the extent the proceeds of such Permitted Employee Stock Issuances are contributed by Holdings to the Company), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied within three Business Days after the date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans and Acceptances and the reduction of the Revolving Credit Commitments as set forth in Section 6.3(e). (as may b) If after the Closing Date any Indebtedness shall be extended issued or incurred by Holdings, the Company or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B10.2 as in effect on the date of this Agreement)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Net Cash Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment thereof shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds applied within 30 days three Business Days after the date that Excess Proceed exceeds $100,000,000 of such issuance or incurrence toward the prepayment of the Term Loans and Excess Proceeds the Acceptances and the reduction of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to the Revolving Credit Commitments as set forth in Section 2.3(b)(iii6.3(e). (Ac) So long as no Event of Default shall have occurred and be continuing, If after the Borrower may reinvest or cause to be reinvested all Closing Date the Company or any portion of its Subsidiaries (other than the Canadian Borrower or any of its Subsidiaries) shall receive Net Cash Proceeds received from any Asset Sale covered by or Recovery Event, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 9.5 6.3(f). If after the Closing Date the Canadian Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Total Aggregate Canadian Term Loan Outstandings and the permanent reduction of the Canadian Facility Maximum Amount as set forth in Section 6.3(g). Notwithstanding the foregoing, (xi) no such prepayment or reduction shall be required in respect of Asset Sales for which the Net Cash Proceeds in any fiscal year aggregate up to $2,000,000 and (1ii) no such prepayment or reduction shall be required in respect of any one Asset Sales (other than those described in the foregoing clause (i)) or more businessesany Recovery Event if the Company delivers a Reinvestment Notice in respect of each such Asset Sale and Recovery Event; provided, that that, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayments and reductions required by Section 6.3 (f) or 6.3 (g), as applicable. (d) If, for any fiscal year of Holdings commencing with the fiscal year ending August 31, 1998, Holdings shall have Excess Cash Flow (calculated without taking into account the Canadian Borrower and its Subsidiaries), the Company shall, on the relevant Excess Cash Flow Application Date, apply 75% of such investment in any business is in Excess Cash Flow toward the form prepayment of the acquisition Term Loans and the reduction of Capital Stock the Revolving Credit Commitments as set forth in Section 6.3(f). If, for any fiscal year of the Canadian Borrower commencing with the fiscal year ending August 31, 1998, the Canadian Borrower shall have Excess Cash Flow, the Canadian Borrower shall, on the relevant Excess Cash Flow Application Date, apply 75% of such Excess Cash Flow toward the prepayment of the Total Aggregate Canadian Term Loan Outstandings and results the permanent reduction of the Canadian Facility Maximum Amount as set forth in Section 6.3(g). Each such prepayment and reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of Holdings referred to in Section 9.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. Notwithstanding the foregoing, if for any fiscal year the Excess Cash Flow of one of the Canadian Borrower or a Restricted SubsidiaryHoldings (calculated without taking into account the Canadian Borrower and its Subsidiaries), as the case may be, owning an is a negative number, and the Excess Cash Flow of the other such Person is a positive number, the amount of the Capital Stock prepayment and reduction required by this Section 6.3(d) in respect of the Company (if Holdings is the Person having positive Excess Cash Flow) or the Canadian Borrower (if the Canadian Borrower is the Person having positive Excess Cash Flow) for such fiscal year shall be reduced by the amount of the negative Excess Cash Flow of the other such Person for such fiscal year. (e) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 6.3(a) or 6.3(b) shall be applied, first, to the prepayment of the U.S. Term Loans and Total Aggregate Canadian Term Loan Outstandings, ratably in accordance with the outstanding amount of each Facility and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount of such business such that it constitutes excess (because L/C Obligations constitute a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1portion thereof), the Company shall not be required to reduce any outstanding Letters of Credit. The application of any such prepayment of U.S. Term Loans shall be made first to Base Rate Loans and second to LIBOR Loans. The application of any such prepayment to Total Aggregate Canadian Term Loan Outstandings shall be made first to Canadian Term Loans and second (2) and (3), used or useful in a Similar Business or (ybut only on the maturity date thereof) to reduce Indebtedness Acceptances. Each such prepayment of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that Loans (except in the case of clause (xRevolving Credit Loans that are Base Rate Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; prepayment on the amount prepaid. (f) Amounts to be applied in connection with prepayments and reductions made pursuant to the first sentence of Section 6.3(c) or the first sentence of Section 6.3(d) shall be applied, first, to the prepayment of the U.S. Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount of such excess (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1because L/C Obligations constitute a portion thereof), the Net Proceeds Company shall not so applied will be deemed required to reduce any outstanding Letters of Credit. The application of any such prepayment of U.S. Term Loans shall be made first to Base Rate Loans and second to LIBOR Loans. Each such prepayment of the Loans (except in the case of Revolving Credit Loans that are Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (g) Amounts to be Excess Proceeds.applied in connection with prepayments and reductions made pursuant to the second sentence of Section 6.3(c) or the second sentence of Section 6.3(d) shall be applied to the reduction of the Total Aggregate Canadian Term Loan Outstandings and the simultaneous and automatic reduction in an equal amount of the

Mandatory Prepayments and Commitment Reductions. (a) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale (other than a sale of Capital Stock of ACEP) or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 3.2(b); provided, that, notwithstanding the foregoing, (i) (1) Within 365 days (as the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be extended excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in accordance any fiscal year of ACEP and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.3(b)(i)(B3.2(b); provided, that any such prepayment shall not constitute a reduction of the Commitments. (b) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds The application of any Asset Sale covered prepayment pursuant to Section 3.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 3.2 shall be accompanied by Section 9.5 accrued interest to the Borrower or date of such Restricted Subsidiaryprepayment on the amount prepaid. (c) Any reduction of the Commitments shall be accompanied by prepayment of the Loans to the extent, at its optionif any, may apply that the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time Total Extensions of Credit exceed the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notesthe Total Commitments as so reduced, provided that if the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of then outstanding is less than the amount by which of such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid excess (allocated on because L/C Obligations constitute a pro rata basis to each Lenderportion thereof). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause shall, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form extent of the acquisition balance of Capital Stock and results in the Borrower or a Restricted Subsidiarysuch excess, as the case may be, owning replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Capital Stock Lenders in an amount equal to 105% of such business balance of such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) excess and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed otherwise on terms and conditions satisfactory to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess ProceedsAdministrative Agent.

Mandatory Prepayments and Commitment Reductions. (a) If after the Closing Date any Capital Stock shall be sold or issued by Holdings, the Company or any of its Subsidiaries (including, without limitation, any sales pursuant to the exercise of warrants, but excluding (i) any issuance of common stock in payment of interest under the Seller Note, (1ii) Within 365 days any Permitted Employee Stock Issuances, to the extent the proceeds of such Permitted Employee Stock Issuances are contributed by Holdings to the Company and (iii) the issuance of common stock of Holdings as may a part of the consideration for the Exchange Offer and the Merger), an amount equal to 50% of the Net Cash Proceeds thereof shall be extended applied within three Business Days after the date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans and Acceptances and the reduction of the Revolving Credit Commitments as set forth in Section 6.3(e). (b) If after the Closing Date any Indebtedness shall be issued or incurred by Holdings, the Company or any of its Subsidiaries (excluding any Indebtedness (other than Indebtedness evidenced by High Yield Notes) incurred in accordance with Section 2.3(b)(i)(B10.2 as in effect on the date of this Agreement)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Net Cash Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment thereof shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds applied within 30 days three Business Days after the date that Excess Proceed exceeds $100,000,000 of such issuance or incurrence toward the prepayment of the Term Loans and Excess Proceeds the Acceptances and the reduction of at least $100,000,000 has been used to repay or purchase Senior Notesthe Revolving Credit Commitments (or, subjectif required by Section 6.3(e), to each Lender’s ability to reject such prepayment pursuant to reduction of the Tranche B-1 Term Loan Commitments and the Tranche C-1 Term Loan Commitments) as set forth in Section 2.3(b)(iii6.3(e). (Ac) So long as no Event of Default shall have occurred and be continuing, If after the Borrower may reinvest or cause to be reinvested all Closing Date the Company or any portion of its Subsidiaries (other than the Canadian Borrower or any of its Subsidiaries) shall receive Net Cash Proceeds received from any Asset Sale covered (including, without limitation, any Net Cash Proceeds from any Dispositions permitted by clauses (e) and (f) of Section 9.5 10.6 to the extent such proceeds exceed $225,000,000 in the aggregate) or Recovery Event, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the U.S. Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 6.3(f). If after the Closing Date the Canadian Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Total Aggregate Canadian Term Loan Outstandings and the permanent reduction of the Canadian Facility Maximum Amount as set forth in Section 6.3(g). Notwithstanding the foregoing, (xi) no such prepayment or reduction shall be required in respect of Asset Sales for which the Net Cash Proceeds in any fiscal year aggregate up to (1but do not exceed) $5,000,000 (in the aggregate for the Company and its Subsidiaries, including the Canadian Borrower and its Subsidiaries) and (ii) no such prepayment or reduction shall be required in respect of any one Asset Sales or more businessesany Recovery Event if the Company delivers a Reinvestment Notice in respect of each such Asset Sale and Recovery Event; provided, that, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayments and reductions required by Section 6.3(f) or 6.3(g), as applicable; and provided, further, that no Reinvestment Notice shall be required in respect of Asset Sales for which no prepayment is required pursuant to the foregoing clause (i) of this sentence. (d) If, for any fiscal year of Holdings commencing with the fiscal year ending August 31, 1999, Holdings shall have Excess Cash Flow (calculated without taking into account the Canadian Borrower and its Subsidiaries), the Company shall, on the relevant Excess Cash Flow Application Date, apply 75% of such investment in any business is in Excess Cash Flow toward the form prepayment of the acquisition Term Loans and the reduction of Capital Stock the Revolving Credit Commitments as set forth in Section 6.3(f). If, for any fiscal year of the Canadian Borrower commencing with the fiscal year ending August 31, 1999, the Canadian Borrower shall have Excess Cash Flow, the Canadian Borrower shall, on the relevant Excess Cash Flow Application Date, apply 75% of such Excess Cash Flow toward the prepayment of the Total Aggregate Canadian Term Loan Outstandings and results the permanent reduction of the Canadian Facility Maximum Amount as set forth in Section 6.3(g). Each such prepayment and reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of Holdings referred to in Section 9.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. Notwithstanding the foregoing, if for any fiscal year the Excess Cash Flow of one of the Canadian Borrower or a Restricted SubsidiaryHoldings (calculated without taking into account the Canadian Borrower and its Subsidiaries), as the case may be, owning an is a negative number, and the Excess Cash Flow of the other such Person is a positive number, the amount of the Capital Stock prepayment and reduction required by this Section 6.3(d) in respect of the Company (if Holdings is the Person having positive Excess Cash Flow) or the Canadian Borrower (if the Canadian Borrower is the Person having positive Excess Cash Flow) for such fiscal year shall be reduced by the amount of the negative Excess Cash Flow of the other such Person for such fiscal year. (e) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 6.3(a) or 6.3(b) shall be applied, first, to the prepayment of the U.S. Term Loans and Total Aggregate Canadian Term Loan Outstandings, ratably in accordance with the outstanding amount of each Facility and, second, to reduce permanently the Revolving Credit Commitments. Notwithstanding the preceding sentence, any prepayment made pursuant to Section 6.3(b) with the Net Cash Proceeds of the High Yield Offering shall be applied, first, to prepay the Tranche B-1 Term Loans and the Tranche C-1 Term Loans, ratably in accordance with the outstanding amounts thereof (or, if the High Yield Offering is consummated prior to the Merger Date, such amount shall be applied to permanently reduce the Tranche B-1 Term Loan Commitments and the Tranche C-1 Term Loan Commitments) and, second, in accordance with the preceding sentence. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount of such business such that it constitutes excess (because L/C Obligations constitute a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1portion thereof), the Company shall not be required to reduce any outstanding Letters of Credit. The application of any such prepayment of U.S. Term Loans shall be made first to Base Rate Loans and second to LIBOR Loans. The application of any such prepayment to Total Aggregate Canadian Term Loan Outstandings shall be made first to Canadian Term Loans and second (2) and (3), used or useful in a Similar Business or (ybut only on the maturity date thereof) to reduce Indebtedness Acceptances. Each such prepayment of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that Loans (except in the case of clause (xRevolving Credit Loans that are Base Rate Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that prepayment on the amount prepaid. (1f) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale Amounts to be applied in connection with prepayments and (2) if such investment is not consummated within the period set forth in subclause (1reductions made pursuant to Section 6.2(c), the Net Proceeds first sentence of Section 6.3(c) or the first sentence of Section 6.3(d) shall be applied, first, to the prepayment of the U.S. Term Loans, ratably in accordance with the respective outstanding amounts of the Facilities, and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Company shall not so applied will be deemed required to reduce any outstanding Letters of Credit. The application of any such prepayment of U.S. Term Loans shall be made first to Base Rate Loans and second to LIBOR Loans. Each such prepayment of the Loans (except in the case of Revolving Credit Loans that are Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (g) Amounts to be Excess Proceedsapplied in connection with prepayments and reductions made pursuant to Section 6.2(c), the second sentence of Section 6.3(c) or the second sentence of Section 6.3(d) shall be applied to the reduction of the Total Aggregate Canadian Term Loan Outstandings and the simultaneous and automatic reduction in an equal amount of the Canadian Facility Maximum Amount. The application of any such prepayment to Total Aggregate Canadian Term Loan Outstandings shall be made first to Canadian Term Loans and second (but only on the maturity date thereof) to Acceptances. Each such prepayment of the Canadian Term Loans shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (h) The amount of each prepayment of the Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or Canadian Term Loans, as the case may be, required pursuant to this Section 6.3 shall be applied to reduce the then remaining installments of the Term Loans under the relevant Facility, pro rata based upon the then remaining outstanding principal amount of such installments. (i) Notwithstanding anything in Section 6.2(a), Section 6.3(e) or Section 6.3(f) to the contrary and provided that there are Tranche A Term Loans and/or Total Aggregate Canadian Term Loan Outstandings then outstanding, with respect to the amount of any optional prepayment described in Section 6.2(a) or mandatory prepayment described in Section 6.3 that is allocated to the Tranche B Term Loans or Tranche C Term Loans (such amounts,

Mandatory Prepayments and Commitment Reductions. (ia) If any Capital Stock (1other than in respect of stock options granted to employees or directors and directors' qualifying shares) Within 365 days shall be issued by any Group Member to a Person other than another Group Member, an amount equal to 50% of the Net Cash Proceeds thereof shall be paid to the Administrative Agent within three Business Days of such Group Member's receipt of proceeds of such issuance for application by the Administrative Agent toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.12(d). (as may b) If any Indebtedness shall be extended incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.2)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.12(d). (c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be paid to the Administrative Agent within three Business Days of such Group Member's receipt of proceeds of such Asset Sale or Recovery Event for application by the Administrative Agent toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be paid to the Administrative Agent to be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.12(d). (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.12 shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Commitments. The amount of each prepayment by which either Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each principal prepayment of the Term Loans shall be applied to reduce the then remaining installments of the Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans, as the case may be, pro rata based upon the then remaining principal amount thereof. Any such Excess Proceeds exceeds $100,000,000 and following such repayment reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans, to the extent, if any, that the Total Revolving Extensions of Credit Commitment shall be permanently reduced by exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations and outstanding Competitive Bid Loans so prepaid (allocated constitute a portion thereof), the Borrowers shall, to the extent of the balance of such excess, replace outstanding Letters of Credit or Competitive Bid Loans, as applicable, and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on a pro rata basis terms and conditions satisfactory to each Lender)the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii)2.12 shall be made, first, to ABR Loans, second, to Money Market Rate Loans and third, to Eurodollar Loans. Each prepayment of the Loans under Section 2.12 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans that are ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (Ae) So Notwithstanding the foregoing provisions of this Section 2.12, if at any time any prepayment of the Loans pursuant to Section 2.12 would result, after giving effect to the procedures set forth in this Agreement, in either Borrower incurring breakage costs under Section 2.21 as a result of Eurodollar Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the relevant Group Member may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the Borrower may reinvest or cause amounts that otherwise would have been paid in respect of such Eurodollar Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurodollar Loans not immediately prepaid) to be reinvested all held as security for the obligations of the Group Members to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurodollar Loans (or any such earlier date or dates as shall be requested by such Group Member); provided that, such unpaid Eurodollar Loans shall continue to bear interest in accordance with Section 2.15 until such unpaid Eurodollar Loans or the related portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted SubsidiaryEurodollar Loans, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures have or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedshas been prepaid.

Mandatory Prepayments and Commitment Reductions. (ia) If any ----------------------------------------------- Indebtedness shall be incurred by Holdings, the Borrower or any of their respective Subsidiaries (1) Within 365 days (as may be extended excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.2)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the reduction of the Commitments. (b) If any Capital Stock shall be issued by Holdings, the Borrower or any of their respective Subsidiaries, an amount equal to 50% of the Net Cash Proceeds thereof (excluding such Net Cash Proceeds received (i) from intercompany capital contributions made by Holdings, the Borrower or any of their respective Subsidiaries, (ii) from the Permitted Investors (other than ▇▇▇▇▇▇▇▇ Street Partners except to the extent its contribution is made on a pro --- rata basis), (iii) by Holdings, the Borrower or any of their respective ---- Subsidiaries as payment for any shares of Capital Stock of Holdings, the Borrower or any of their respective Subsidiaries purchased by, or the exercise price under any option for any shares of Capital Stock of Holdings, the Borrower or any of their respective Subsidiaries held by, any officer, director or employee or consultant of Holdings, the Borrower or any of their respective Subsidiaries and (iv) by Holdings or the Borrower as consideration for shares of Capital Stock issued in connection with a Permitted Acquisition, provided that the aggregate Net Cash Proceeds which may be excluded under this Agreement pursuant to clause (iv) shall not exceed $20,000,000) shall be applied on the date of such issuance toward the reduction of the Commitments; provided, that -------- such percentage shall be reduced to 25% if the Consolidated Total Debt Ratio immediately prior to giving effect to such application (determined as at the end of the most recent period of four consecutive fiscal quarters for which the relevant financial information is available) is not greater than 3.50 to 1.0. (c) If on any date Holdings, the Borrower or any of their respective Subsidiaries shall receive Net Cash Proceeds from any Asset Sale then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the reduction of the Commitments; provided that, notwithstanding the foregoing, (i) the aggregate Net Cash -------- Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $750,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the reduction of the Commitments. (d) If on any date Holdings, the Borrower or any of their respective Subsidiaries shall receive Net Cash Proceeds from any Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the reduction of the Commitments; provided that, notwithstanding the foregoing, (i) the aggregate Net -------- Cash Proceeds of Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $1,500,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the reduction of the Commitments. (e) If, for any fiscal year of the Borrower there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, prepay the Loans in an amount equal to the ECF Percentage of such Excess Cash Flow. Each such prepayment shall be made on a date (an "Excess Cash Flow ---------------- Application Date") no later than five days after the earlier of (i) the date on ---------------- which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such Excess Proceeds exceeds prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (f) The Tranche A Commitments shall automatically be reduced by $100,000,000 and following such repayment 250,000 on the Total Revolving Credit last day of each calendar quarter, commencing on March 31, 2002. (g) Any Commitment reductions made pursuant to Section 2.6 shall be permanently reduced applied to the Tranche A Commitments until the Tranche A Termination Date and, except in the case of paragraph (f), shall thereafter be applied to the Tranche B Commitments. Any such Commitment reductions shall be permanent and shall be accompanied by prepayment of the relevant Loans to the extent, if any, that the relevant Total Extensions of Credit exceed the amount of the relevant Total Commitments as so reduced, provided that, in the case of the Tranche A -------- Commitments, if the aggregate principal amount of Tranche A Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Tranche A Lenders on terms and conditions reasonably satisfactory to the Administrative Agent. (h) If on any date the Total Tranche A Extensions of Credit exceed the lesser of (i) the Borrowing Base then in effect and (ii) the Total Tranche A Commitments, the Borrower shall on such date prepay the Tranche A Loans so prepaid in an amount equal to the amount of such excess, provided that if the aggregate -------- principal amount of Tranche A Loans then outstanding is less than the amount of such excess (allocated because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Tranche A Lenders on a pro rata basis terms and conditions reasonably satisfactory to each Lender). The Borrower will prepay the Administrative Agent. (i) Notwithstanding anything to the contrary in this Agreement, if any Participation Agreement provides that amounts received in respect of the relevant participated Loans may not be applied in respect of such Loans but shall instead be applied as provided in this Agreement, the Administrative Agent shall, to the extent it receives any such amounts (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after each Lender agrees to remit any such amounts received by it to the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior NotesAdministrative Agent), subjectapply such amounts, first, to each Lender’s ability prepay the Tranche A Loans and accrued interest thereon, ----- second, to reject such pay any fees then due and owing under Section 2.3(a) or 3.3(a), ------ third, to the extent of any L/C Obligations then outstanding, to be deposited in ----- a cash collateral account established with the Administrative Agent for the benefit of the Tranche A Lenders on terms and conditions reasonably satisfactory to the Administrative Agent, fourth, to pay any other amounts owing by the ------ Borrower to the Administrative Agent and the Lenders, allocated ratably among them, and, fifth, subject to the occurrence of the Tranche A Termination Date, ----- to prepay the Tranche B Loans and accrued interest thereon. (j) The application of any prepayment pursuant to this Section 2.3(b)(iii). (A) So long as no Event of Default 2.6 shall have occurred and be continuingmade, the Borrower may reinvest or cause first, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; providedABR Loans and, that such investment in any business is in the form second, to Eurodollar Loans. Each ----- ------ prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment Loans under this Section 2.6 shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamount prepaid.

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be issued or incurred by any Group Member (1excluding (x) Within 365 days (as may be extended any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.2 and (y) any Permitted Warrant (to the extent such Permitted Warrant constitutes Indebtedness)), other than (i) after the amount by which the aggregate purchase price for receivables paid by investors or the loans from such investors in connection with any Receivables Financing and outstanding at any time exceeds $375,000,000 and (ii) the Borrower’s direct or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale indirect ratable share (determined in accordance with the Borrower’s direct or indirect ownership of the relevant Specified Joint Venture) of Indebtedness incurred under an agreement described in Section 2.3(b)(i)(B7.14(c). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate ), an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.11(d). (b) If on any date any Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds to the extent exceeding $5,000,000 in any single transaction or series of related transactions shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) any Net Cash Proceeds of Asset Sales and Recovery Events shall be excluded from the foregoing requirement if a Reinvestment Notice shall be delivered and (ii) on each Reinvestment Prepayment Date, an amount by equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.11(d). (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2011, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.11(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such Excess Proceeds exceeds $100,000,000 prepayment is made, are required to be delivered to the Lenders and following (ii) the date such repayment financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.11 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 2.17(b) and, second, when the Term Loans have been paid in full, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit Commitment shall be permanently reduced by exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on a pro rata basis terms and conditions satisfactory to each Lender)the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default 2.11 shall have occurred and be continuingmade, the Borrower may reinvest or cause first, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; providedABR Loans and, that such investment in any business is in the form second, to Eurodollar Loans. Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Loans under Section 2.11 (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that except in the case of clause (xRevolving Loans that are ABR Loans and Swingline Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamount prepaid.

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be Incurred by any Group Member (1) Within 365 days (as may other than any Indebtedness permitted to be extended Incurred by any such Person in accordance with Section 2.3(b)(i)(B7.2)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which Net Cash Proceeds within one (1) Business Day after the receipt of such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment proceeds, shall be permanently reduced by applied on the aggregate principal amount date of such issuance or Incurrence toward the prepayment of the Loans so prepaid as set forth in clause (allocated g) of this Section 2.11. (b) Subject to clause (d) of this Section 2.11, if, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (i) the ECF Percentage for such period of such Excess Cash Flow minus (ii) $10,000,000 minus (iii) at the election of the Borrower Representative, to the extent not funded with (x) the proceeds of Indebtedness constituting “long term indebtedness” (or a comparable caption) under GAAP (other than Indebtedness in respect of any revolving credit facility) or (y) the proceeds of Permitted Cure Securities applied pursuant to Section 9.3, the aggregate amount of (1) all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction permitted hereunder, (2) voluntary prepayments of Term Loans and Revolving Loans (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments) (including pursuant to Section 2.23) and (3) voluntary prepayments and repurchases (to the extent of the actual cash purchase price paid for such loan buyback and not the par value) (including any “yanks” of non-consenting lenders thereunder) of Indebtedness (other than the Obligations) that constitutes First Lien Obligations or Junior Lien Obligations made by Top Borrower or any of its Restricted Subsidiaries, in the case of clauses (1) through (3) above, during the Excess Cash Flow Period or, at the election of the Borrower Representative in its sole discretion and without duplication with future periods, following such Excess Cash Flow Period and prior to such Excess Cash Flow Application Date (and including the amount of any such prepayments and repurchases made in any previous Excess Cash Flow Period and not applied with respect to such previous Excess Cash Flow Period or any successive previous Excess Cash Flow Period to reduce Excess Cash Flow payment obligations) shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of (A) the Loans as set forth in clause (g) of this Section 2.11 or, solely to the extent permitted by this section, (B) at the Borrower Representative’s option, the prepayment of outstanding Indebtedness that constitutes First Lien Obligations (collectively, “Other Applicable Indebtedness”). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) Business Days after the date on which the financial statements of Holdings referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders. Any such amount of Excess Cash Flow may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment is required under the terms of such Other Applicable Indebtedness (with any remaining Excess Cash Flow applied to prepay outstanding Term Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate Outstanding Amount of Term Loans and Other Applicable Indebtedness at such time) of such Excess Cash Flow relative to Term Lenders, in which case such Excess Cash Flow may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans. To the extent the holders of Other Applicable Indebtedness decline to each Lender). The Borrower will prepay Loans have such Indebtedness repurchased, repaid or prepaid with any such Excess Cash Flow, the declined amount of such Excess Cash Flow shall promptly (and permanently reduce Total Revolving Credit Commitmentsand, in any event, within ten (10) with Excess Proceeds within 30 days Business Days after the date that of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has Cash Flow would otherwise have been used required to repay or purchase Senior Notes, subject, to each Lender’s ability to reject be applied if such prepayment pursuant to Section 2.3(b)(iiiOther Applicable Indebtedness was not then outstanding). (Ac) So long as no Event Subject to clause (d) of Default shall have occurred and be continuingthis Section 2.11, if, on any date, the Top Borrower may reinvest or cause to be reinvested all or any portion of any Restricted Subsidiary shall receive Net Cash Proceeds received from any Asset Sale covered by Section 9.5 or any Recovery Event in excess of $10,000,000 in any fiscal year, then, unless the Borrower Representative has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), an aggregate amount equal to the Asset Sale Percentage (determined on a Pro Forma Basis as of the Test Period most recently ended prior to (x) at the time of the making of such prepayment or, at the Borrower Representative’s option, (y) at the time of receipt of Net Cash Proceeds) of such Net Cash Proceeds shall be applied within five (5) Business Days of such date to prepay (A) outstanding Term Loans in accordance with this Section 2.11 and (B) at the Borrower Representative’s option Other Applicable Indebtedness; provided that, notwithstanding the foregoing, within five (5) Business Days following each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to any Asset Sale or Recovery Event, shall be applied to prepay the outstanding Loans as set forth in Section 2.11(g); provided, further, that the Top Borrower may elect to deem expenditures that would otherwise be permissible reinvestments pursuant to this clause (c) that occur within 90 days prior to the actual receipt of Net Cash Proceeds from any Asset Sale or Recovery Event to have been reinvested in accordance with the provisions hereof so long as such expenditure has been made no earlier that the earliest of (1) any one or more businesses; provided, that such investment in any business is in notice to the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock Administrative Agent of such business Asset Sale or Recovery Event (it being agreed that the Administrative Agent will not distribute such that it constitutes a Restricted Subsidiary, notice to the lenders until the occurrence of (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1as follows), (2) the execution of a definitive agreement for such Asset Sale or (3) the consummation of such Asset Sale or the occurrence of such Recovery Event. Any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect of such Asset Sale or Recovery Event is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Term Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate Outstanding Amount of Term Loans and Other Applicable Indebtedness at such time) of such Net Cash Proceeds relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and, in any event, within ten (10) Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding). (d) Notwithstanding anything to the contrary in this Agreement (including clauses (a), (b) and (3c) above), used to the extent that the Borrower Representative has determined in good faith that (i) any of or useful all the Net Cash Proceeds of any Indebtedness described in clause (a) above or any Asset Sale or Recovery Event by a Similar Business Subsidiary or Excess Cash Flow attributable to Subsidiaries (or branches of Subsidiaries) are prohibited or delayed by applicable local law from being repatriated to the relevant Borrower(s) (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), (ii) such repatriation would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officers) or (yiii) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of Foreign Subsidiaries (including repatriation or distributions that would be made through Foreign Subsidiaries), such repatriation or any distribution of the relevant amounts would result in material adverse Tax consequences, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in this Section 2.11 but may be retained by the applicable Subsidiary or branch (the Borrowers hereby agreeing to cause the applicable Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences; (provided, however, that no such commercially reasonable actions shall be required to be taken later than twelve (12) months after the applicable Indebtedness Incurrence, Asset Sale, Recovery Event or (with respect to any such Excess Cash Flow) the last day of the applicable Excess Cash Flow Period)) provided, that for a period of 365 days from receipt of such Net Cash Proceeds, if such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow becomes permitted under such applicable local law, would not present a material risk as described in clause (xii) above, or no such material adverse Tax consequences would result from such distribution, such distribution will be promptly affected and such distributed Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than ten (10) Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a binding commitment result thereof) to the repayment of Term Loans pursuant to this Section 2.11. (e) In the event the aggregate Outstanding Amount of Revolving Loans, L/C Obligations and Swingline Loans at any time exceeds (the “Revolving Excess”) the Total Revolving Commitments then in effect, the Borrowers shall promptly repay Swingline Loans and Revolving Loans and Collateralize Letters of Credit to the extent necessary to remove such Revolving Excess. (f) The Borrower Representative shall deliver to the Administrative Agent notice, substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be treated as approved by the Administrative Agent), appropriately completed and signed by a permitted application Responsible Officer of the Net Proceeds from Borrower Representative (on behalf of the Borrowers), of each prepayment required under this Section 2.11 (other than prepayments pursuant to Section 2.11(a)), which notice must be received by the Administrative Agent not less than three (3) Business Days (or such shorter time as the Administrative Agent shall reasonably agree) prior to the date such prepayment shall be made. The Administrative Agent will promptly notify each applicable Lender of such notice. Each such Lender may reject all of its Pro Rata Share of the prepayment (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower Representative no later than (i) 5:00 p.m., New York City time on the date of such commitment; provided that ▇▇▇▇▇▇’s receipt of such notice from the Administrative Agent, if such notice is received prior to 11:00 a.m., New York City time, and (1ii) 12:00 p.m., New York City time on the date following such investment ▇▇▇▇▇▇’s receipt of such notice from the Administrative Agent, if such notice is consummated received after 11:00 a.m. New York City time. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within 635 days after receipt the time frame specified above, such failure will be deemed an acceptance of such prepayment. Subject to any requirements of the Second Lien Facility or any other Indebtedness, any Declined Proceeds may be retained by the Borrower or any Restricted Subsidiary Borrowers (such retained amount, the “Retained Declined Proceeds”). Each notice delivered pursuant to the first sentence of this clause (f) shall, as applicable, set forth in reasonable detail the calculation of the Net Proceeds amount of such prepayment (including a calculation of any Asset Sale Percentage). (g) Amounts to be applied in connection with any prepayments made pursuant to this Section 2.11 (other than Section 2.11(e)) shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment of Loans pursuant to this Section 2.11 shall be made on a pro rata basis within any Class of Loans regardless of Type. Each prepayment of the Loans under this Section 2.11 (except in the case of Revolving Loans that are ABR Loans (to the extent all Revolving Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (2h) Notwithstanding any of the other provisions of this Section 2.11, if such investment any prepayment of EurocurrencyTerm Benchmark Loans is not consummated within required to be made under this Section 2.11 other than on the period set forth in subclause (1)last day of the Interest Period applicable thereto, the Net Proceeds not so applied will be deemed applicable Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be Excess Proceedsmade thereunder with the Administrative Agent, to be held as security for the obligations of the applicable Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of such EurocurrencyTerm Benchmark Loans in accordance with this Section 2.11 (determined as of the date such prepayment was required to be originally made); provided that such unpaid EurocurrencyTerm Benchmark Loans shall continue to bear interest in accordance with Section 2.15 until such unpaid EurocurrencyTerm Benchmark Loans have been prepaid. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of the applicable EurocurrencyTerm Benchmark Loans in accordance with Section 2.11 (determined as of the date such prepayment was required to be originally made). Notwithstanding anything to the contrary contained in this Agreement, any amounts held by the Administrative Agent pursuant to this subsection (h) pending application to any EurocurrencyTerm Benchmark Loans shall be held and applied to the satisfaction of such EurocurrencyTerm Benchmark Loans prior to any other application of such amounts as may be provided for herein.

Mandatory Prepayments and Commitment Reductions. Following the Effective Date (or, in the case of clause (iv) below, following the end of the Certain Funds Period), unused outstanding Commitments shall be reduced and outstanding Advances of a Class shall be prepaid, in each case, on a Sterling-for-Sterling basis (with amounts received in non-Sterling currencies to be converted by the Borrower to the Sterling Equivalent for purposes of this calculation) on the date of (in the case of a reduction of Commitments) or within five Business Days of (in the case of a prepayment of Advances) receipt by any member of the Reporting Group of any Net Proceeds (or in the case of clause (i)(y) below, Commitments) referred to in this paragraph (d) (or, in the case of clause (iv) below, as provided in such clause) by or with an amount equal to: (i) (1x) Within 365 days 100% of the Net Proceeds received (as may be extended in accordance with Section 2.3(b)(i)(B)including into an Escrow Account) after by such member of the Reporting Group from the incurrence of Debt (excluding (A) intercompany debt among members of the Reporting Group, (B) borrowings under the Borrower’s Existing Credit Agreement or a Restricted Subsidiary’s receipt any revolving facility in replacement thereof in an amount up to US$2,000,000,000, (C) any other ordinary course borrowings under existing working capital or overdraft facilities, (D) issuances of Net Proceeds commercial paper, (E) purchase money indebtedness incurred in the ordinary course of any Asset Sale covered by Section 9.5 business, (F) indebtedness with respect to capital leases incurred in the ordinary course of business and Capitalized Lease Obligations incurred in connection with the leasing of satellite transponders, (G) Debt of the Borrower incurred to refinance, repurchase, repay, redeem or defease the Borrower’s Debt in respect of its $350 million 7.25% Senior Debentures due May 18, 2018, $250 million 8.25% Senior Debentures due August 10, 2018 and/or $700 million of 6.90% Senior Notes due March 1, 2019, in each case, to the extent such Restricted SubsidiaryDebt is scheduled to mature within twelve months of the date of such incurrence, at its option(H) any Permitted Film Financing, may apply (I) any Investment Preferred Stock, (J) any Negative Pickup Arrangements, (K) Debt incurred under the Net Proceeds from existing revolving and term loan facilities of Yankees Entertainment and Sports Network and any refinancing thereof, in each case, so long as the aggregate principal amount thereof does not to exceed US$2,500,000,000 and such Asset Sale Debt is non-recourse with respect to any Loan Party and (L) other Debt (except any Debt incurred to finance the Transactions) in accordance with Section 2.3(b)(i)(B). Any Net Proceeds an amount not applied to exceed US$500,000,000 in accordance with Section 2.3(b)(i)(Bthe aggregate) shall constitute “Excess Proceeds”. If at any time and (y) the aggregate amount of Excess commitments received in respect of any Qualifying Committed Financing (it being understood that following the effectiveness of such Commitment reduction and solely to the extent of the amount thereof, there shall be no duplicative prepayment of Advances from subsequent proceeds (up to such amount) received from such Qualified Committed Financing pursuant to clause (d)(i)(x)) of this Section 2.04); (ii) 100% of the Net Proceeds exceeds $100,000,000 received (including into an Escrow Account) from the issuance of any equity interests (including any equity-linked securities, hybrid securities and Excess debt securities which are convertible into equity) by any member of the Reporting Group (other than (A) issuances pursuant to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of equity as consideration for any acquisition or other Investment, (C) issuances of equity interests of any Foreign Subsidiaries, (D) issuances of equity interests of Domestic Subsidiaries yielding Net Proceeds not to exceed US$500,000,000 in the aggregate and (E) issuances in connection with the purchase price payable with respect to the Transactions); (iii) 100% of the Net Proceeds received (including into an Escrow Account) by such member of the Reporting Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among members of the Reporting Group and (B) Asset Sales, the Net Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, which do not exceed US$500,000,000 in the aggregate); provided that if no Event of Default exists and the Borrower shall deliver to the Designated Agent a certificate of a Responsible Officer of the Borrower to the Designated Agent promptly following receipt of any such Net Proceeds setting forth the Reporting Group’s intention to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair tangible or intangible assets useful in the business of the Reporting Group or to acquire equity interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person engaged in a business of a type that the Reporting Group would not be prohibited, pursuant to Section 5.02(d), from conducting, in each case within the Reinvestment Period, such portion of such Net Proceeds shall not constitute Net Proceeds except to the extent not, within the Reinvestment Period, so used (or with respect to a Casualty Event in each case within such period as shall be reasonably required to repair, replace or reinstate the affected assets); and (iv) within ten Business Days of the first Business Day following the end of the Certain Funds Period on which the Borrower would be permitted under applicable law and the Target’s and/or its Subsidiaries’ constitutional documents to cause (including pursuant to intercompany loans permitted following the taking of the applicable actions referred to in Section 5.01(k)(xii)) the Target and/or its Subsidiaries’ cash and Cash Equivalents to be prepaid an aggregate principal paid or distributed to the Borrower and used for the prepayment of the Advances (the amount of Loans such cash and Senior NotesCash Equivalents, on a pro rata basisthe “Available Target Amount”), an amount equal to 100% of the amount by which Available Target Amount, whether or not the Borrower in fact causes the payment or distribution of the Available Target Amount or satisfies such Excess Proceeds exceeds $100,000,000 prepayment obligations using such alternative funds. All mandatory prepayments and following such repayment the Total Revolving Credit Commitment reductions (a) in respect of clauses (i), (ii) and (iii) above shall be permanently reduced by applied: first to the aggregate principal amount Tranche 1 Commitments, second to the Tranche 1 Advances, third to the Tranche 2 Commitments and fourth to the Tranche 2 Advances and (b) in respect of clause (iv) above shall be applied: first to the Tranche 2 Commitments and second to the Tranche 2 Advances. All mandatory prepayments and Commitment reductions will be applied without penalty or premium (except for breakage costs and accrued interest, if any) and will be applied pro rata among the Lenders of the Loans so prepaid applicable Class of Advances (allocated on a pro rata basis to each Lenderor, if applicable, Class of Commitments). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form reduction of the acquisition Commitments or prepayment of Capital Stock and results in the Borrower or a Restricted SubsidiaryAdvances, as applicable, of Lenders which are Affiliates of each other may be allocated between such affiliated Lenders as they may otherwise determine; and provided, further, that such Lenders shall provide the case may beDesignated Agent with prompt notice of such allocation. For the avoidance of doubt, owning an amount mandatory prepayments of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall Advances may not be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsreborrowed.

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be issued or incurred by any Group Member (1excluding (x) Within 365 days (as may be extended any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.2 and (y) any Permitted Warrant (to the extent such Permitted Warrant constitutes Indebtedness)), other than (i) after the amount by which the aggregate purchase price for receivables paid by investors or the loans from such investors in connection with any Receivables Financing and outstanding at any time exceeds $375,000,000 and (ii) the Borrower’s direct or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale indirect ratable share (determined in accordance with the Borrower’s direct or indirect ownership of the relevant Specified Joint Venture) of Indebtedness incurred under an agreement described in Section 2.3(b)(i)(B7.14(c). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate ), an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.11(d). (b) If on any date any Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds to the extent exceeding $5,000,000 in any single transaction or series of related transactions shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) any Net Cash Proceeds of Asset Sales and Recovery Events shall be excluded from the foregoing requirement if a Reinvestment Notice shall be delivered, (ii) on each Reinvestment Prepayment Date, an amount by equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.11(d) and (iii) no such prepayment shall be required as a result of any Disposition pursuant to Section 7.5(g) to the extent that, following the Closing Date and prior to the date of such Disposition, a prepayment has been made pursuant to Section 2.10(a) of Term Loans (which prepayment may be made utilizing the proceeds of a Revolving Loan); provided that the amount of prepayments that may be excluded pursuant to this clause (iii) shall be equal to the amount of such prepayments made pursuant to Section 2.10(a) and shall not exceed $125,000,000 in the aggregate. (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2011, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.11(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such Excess Proceeds exceeds $100,000,000 prepayment is made, are required to be delivered to the Lenders and following (ii) the date such repayment financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.11 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 2.17(b) and, second, when the Term Loans have been paid in full, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit Commitment shall be permanently reduced by exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on a pro rata basis terms and conditions satisfactory to each Lender)the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default 2.11 shall have occurred and be continuingmade, the Borrower may reinvest or cause first, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; providedABR Loans and, that such investment in any business is in the form second, to Eurodollar Loans. Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Loans under Section 2.11 (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that except in the case of clause (xRevolving Loans that are ABR Loans and Swingline Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by prepayment on the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceedsamount prepaid.

Mandatory Prepayments and Commitment Reductions. (ia) Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (1) Within 365 days (as may be extended excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.2 as in effect on the date of this Agreement)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such Excess Proceeds exceeds $100,000,000 prepayment is made, are required to be delivered to the Lenders and following (ii) the date such repayment financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitment shall be permanently reduced by Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on a pro rata basis terms and conditions satisfactory to each Lender)the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to this Section 2.3(b)(iiishall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form . Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Loans under this Section (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that except in the case of clause (xRevolving Credit Loans that are Base Rate Loans and Swing Line Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that prepayment on the amount prepaid. (1e) such investment is consummated within 635 days after receipt by Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the Borrower or any Restricted Subsidiary rights of the Net Proceeds Lenders in respect thereof, are subject to the provisions of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess ProceedsSection 2.18.

Mandatory Prepayments and Commitment Reductions. (a) If any Capital Stock shall be issued by Holdings on any date (other than issuances (a) to the Sponsor and its Control Investment Affiliates, (b) to management, employees, directors or consultants of Holdings or any of its Subsidiaries pursuant to any employee stock option or stock purchase plan or other employee benefit plan in existence from time to time, or (c) to other Persons to the extent the proceeds of such issuances are (i) concurrently applied to fund Permitted Acquisitions or (1ii) Within 365 days utilized to increase permitted Net Cash Investment Costs pursuant to clause (iii) of Section 8.7(b)), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied (unless a Reinvestment Notice shall be delivered in respect thereof) on the date of such issuance toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as may set forth in Section 4.2(e); provided that (A) no such application of Net Cash Proceeds shall be extended in accordance with Section 2.3(b)(i)(B)) after required if, at the time of such issuance of Capital Stock, the Borrower’s or a Restricted Subsidiary’s receipt Consolidated Leverage Ratio is less than 2.50:1.00 and (B) notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Senior Notesthe reduction of the Revolving Commitments as set forth in Section 4.2(e). (b) If any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtedness), on a pro rata basis, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(e). (c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale (including Allotted Dispositions and sales or issuances of Capital Stock of any Subsidiary of Holdings) or Recovery Event in excess of $500,000 then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(e); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount by equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(e). (d) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2008, there shall be positive Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(e). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such Excess Proceeds exceeds $100,000,000 prepayment is made, are required to be delivered to the Lenders and following (ii) the date such repayment financial statements are actually delivered. (e) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 4.2 shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit Commitment shall be permanently reduced by exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on a pro rata basis terms and conditions reasonably satisfactory to each Lender)the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default 4.2 shall have occurred and be continuingmade, the Borrower may reinvest or cause first, to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; providedBase Rate Loans and, that such investment in any business is in the form second, to Eurodollar Loans. Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Loans under Section 4.2 (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that except in the case of clause (xRevolving Loans that are Base Rate Loans and Swingline Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that prepayment on the amount prepaid. (1f) such investment is consummated within 635 days after Notwithstanding the foregoing, upon its receipt by of the proceeds of the Tranche B-2 Term Loans (other than any Tranche B-2 Term Loans resulting from the conversion of Existing Term Loans) on the Restatement Date, the Borrower shall irrevocably deposit with the Second Lien Notes Trustee all of such proceeds plus any additional amounts necessary to defease or any Restricted Subsidiary of satisfy and discharge the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within Second Lien Notes in accordance with the period set forth in subclause (1), indenture governing the Net Proceeds not so applied will be deemed to be Excess ProceedsSecond Lien Notes.

Mandatory Prepayments and Commitment Reductions. (i) (1A) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(B)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (Ai) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess Proceeds. (ii) If a Change of Control occurs, the Borrower shall prepay the entire principal amount of the Loans on or prior to the date which is ninety (90) days after the date of such Change of Control and the Total Revolving Credit Commitments shall be permanently reduced to $0. (iii) The Borrower shall notify the Agent in writing of any mandatory prepayment of Loans and corresponding reduction of the Total Revolving Credit Commitments required to be made pursuant to clauses (i) through (ii) of this Section 2.3(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Agent will promptly notify each Lender of the contents of any such prepayment notice and of such Lender’s pro rata share of the prepayment. Any Lender (a “Declining Lender”, and any Lender which is not a Declining Lender, an “Accepting Lender”) may elect, by delivering not less than two (2) Business Days prior to the proposed prepayment date, a written notice (such notice, a “Rejection Notice”) that any mandatory prepayment otherwise required to be made with respect to the Loans held by such Lender pursuant to clause (i) of this Section 2.3(b) not be made, in which event the portion of such prepayment or commitment reduction which would otherwise have been applied to the Loans of the Declining Lenders shall instead be retained by the Borrower. If a Lender fails to deliver a Rejection Notice within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. (iv) If for any reason the aggregate amount of Loans outstanding at any time exceeds the aggregate Total Revolving Credit Commitments then in effect, the Borrower shall promptly prepay Loans in an aggregate amount equal to such excess.

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be incurred by the Company or any Restricted Subsidiary (1) Within 365 days (as may other than any Indebtedness permitted to be extended incurred by any such Person in accordance with Section 2.3(b)(i)(B6.2) (other than Permitted Credit Agreement Refinancing Debt)) after the Borrower’s or , concurrently with, and as a Restricted Subsidiary’s receipt condition to closing of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiarytransaction, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Net Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment thereof shall be permanently reduced by applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in clause (f) of this Section 2.6. Each prepayment of any Loan pursuant to this Section 2.6(a) shall be made without premium or penalty, except if such prepayment occurs on or prior to the first anniversary of the Closing Date, the Borrowers jointly and severally agree to pay to the Administrative Agent, for the ratable account of each Lender with Initial Term Loans that are subject to such prepayment, a prepayment premium in an amount equal to 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid subject to such prepayment. (allocated b) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to the excess of (i) Required Percentage of such Excess Cash Flow over (ii) to the extent not funded with the proceeds of Indebtedness constituting “long term indebtedness” under GAAP (other than Indebtedness in respect of any revolving credit facility), the aggregate amount of (1) all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction permitted hereunder, (2) voluntary prepayments of Term Loans made by the Company and (3) any amount of excess cash flow payments paid to lenders under Indebtedness of the Company or its Subsidiaries secured by assets other than Collateral, in each case during such Excess Cash Flow Period, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Loans as set forth in clause (f) of this Section 2.6; provided that no payment shall be required pursuant to this Section 2.6(b)(i) in respect of any Excess Cash Flow Period if the amount of Excess Cash Flow pursuant to the above is less than $5,000,000. Each such prepayment shall be made on a pro rata basis to each Lender). The Borrower will prepay Loans date (and permanently reduce Total Revolving Credit Commitmentsan “Excess Cash Flow Application Date”) with Excess Proceeds within 30 days no later than (i) 10 Business Days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds on which the financial statements of at least $100,000,000 has been used the Company referred to repay or purchase Senior Notesin Section 5.1(a), subject, for the fiscal year with respect to each Lender’s ability to reject which such prepayment is made, are required to be delivered to the Lenders or (ii) if such financial statements are actually delivered prior to the date on which they are required to be delivered pursuant to Section 2.3(b)(iii5.1(a), the last Business Day of the calendar month in which such financial statements are actually delivered (but in no event later than the date set forth in clause (i) of this sentence). (Ac) So long as no If, on any date, the Company or any Restricted Subsidiary shall receive Net Proceeds from any Asset Sale or any Event of Default Loss in excess of $2,000,000 in any fiscal year or shall have occurred receive any Vale Extraordinary Receipts, in each case, to the extent required by Section 5.14, 6.5(a)(vi) or 6.5(e), such Net Proceeds (to the extent in excess of $2,000,000 and be continuing, only to the Borrower may reinvest or cause to be reinvested all or any portion of extent not including any Net Proceeds received from any Asset Sale covered by Section 9.5 (xthat occurred prior to the Closing Date) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock Vale Extraordinary Receipts shall be applied within five Business Days of such business such that it constitutes a Restricted Subsidiary, date to prepay (2A) capital expenditures or (3) acquisitions of other long-term assets, outstanding Term Loans in each of (1), (2) accordance with this Section 2.6 and (3B) at the Company’s option, outstanding Indebtedness that is secured by the Collateral on a pari passu basis incurred as Permitted First Priority Refinancing Debt or Permitted Incremental Indebtedness (collectively, “Other Applicable Indebtedness”), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the . Any such Net Proceeds from any Asset Sale or any Event of Loss or any such Vale Extraordinary Receipts may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment is required under the terms of such Other Applicable Indebtedness (with any remaining Net Proceeds or any Vale Extraordinary Receipts applied to prepay outstanding Term Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate outstanding principal amount of Term Loans and Other Applicable Indebtedness at such time) of such Net Proceeds or such Vale Extraordinary Receipts relative to Term Lenders, in which case such Net Proceeds or such Vale Extraordinary Receipts may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Proceeds or any such Vale Extraordinary Receipts, the declined amount of such Net Proceeds or such Vale Extraordinary Receipts shall promptly (and, in any event, within 10 Business Days after the date of such commitmentrejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Net Proceeds or such Vale Extraordinary Receipts would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding). (d) If, on any date, the Borrowers shall be required to prepay Incremental Term Loans with Segregated Cash Collateral pursuant to the terms of such Incremental Term Loans and/or the agreements entered into in connection therewith, then the Borrowers shall be entitled to apply such Segregated Cash Collateral to prepay such Incremental Term Loans without any obligation to prepay any other then outstanding Term Loans. (e) Each of the Borrowers shall deliver to the Administrative Agent notice of each prepayment required under this Section 2.6 not less than three Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date and (ii) the principal amount of each Loan (or portion thereof) to be prepaid. The Administrative Agent will promptly notify each applicable Lender of such notice and of each such Lender’s Pro Rata Share of the prepayment. Each such Lender may reject all of its Pro Rata Share of the prepayment (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company no later than 5:00 P.M., New York City time, one (1) Business Day after the date of such Lender’s receipt of such notice from the Administrative Agent. Each Rejection Notice from a given Lender shall specify the principal amount of the prepayment to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the prepayment to be rejected, any such failure will be deemed an acceptance of the total amount of such prepayment. Subject to any requirements of any other Indebtedness, any Declined Proceeds may be retained by the Company. The Company shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.6, a certificate signed by a Responsible Officer of the Company setting forth in reasonable detail the calculation of the amount of such prepayment. (f) Amounts to be applied in connection with prepayments made pursuant to this Section 2.6 shall be applied to the prepayment of the Term Loans in accordance with Section 2.12(b). (g) Notwithstanding the foregoing, if the Company reasonably determines in good faith that any amounts attributable to Subsidiaries (other than Subsidiaries organized under the laws of the ▇▇▇▇▇▇▇▇ Islands) that are required to be prepaid pursuant to Sections 2.6(b) or (c) would result in material adverse tax consequences or violate local law in respect of upstreaming proceeds (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), in each case as set forth in a certificate delivered by a Responsible Officer of the Company to the Administrative Agent, then the Borrowers and the Restricted Subsidiaries shall not be required to prepay such amounts as required under Sections 2.6(b) and (c) until such material tax consequences or local law violation no longer exists; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Borrowers and the Restricted Subsidiary Subsidiaries shall take commercially reasonable actions to permit repatriation of the Net Proceeds of any Asset Sale and (2) if proceeds subject to such investment is not consummated within the period set forth prepayments in subclause (1), the Net Proceeds not so applied will be deemed order to be Excess Proceedseffect such prepayments without violating local law or incurring material adverse tax consequences.

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be incurred by any Group Member (1) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(Bother than Permitted Indebtedness)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or no later than the third Business Day following such incurrence toward the prepayment of the Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f). (b) If any Capital Stock shall be issued by any Group Member (other than Capital Stock issued to any Group Member) or any capital contribution is made to any Group Member (other than a capital contribution by any Group Member), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied within 1 Business Day of such issuance or contribution toward the prepayments of the Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f), to the extent not used by the Borrower to (i) settle certain cash claims asserted as of the date of this Agreement by dissenting shareholders in connection with Wagon Investments' acquisition of the Borrower or (ii) finance Capital Expenditures of the Borrower and its Subsidiaries, provided that any Net Cash Proceeds received from the issuance of Capital Stock of the Borrower to either employees stock plans or Wagon Investments or Affiliates of Wagon Investments, shall not trigger a prepayment required hereunder, or (iii) to pay taxes incurred by a Group Member in connection with Wagon Investments' acquisition of the Borrower (including, without limitation, taxes incurred by a Group Member in the sale by Borrower of the stock of certain of its Subsidiaries immediately prior to Wagon Investments' acquisition of the Borrower). (c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower; provided that not more than a total aggregate amount of $15,000,000 of such Net Cash Proceeds during the term of this Agreement shall be excluded, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f) and (iii) all of the Net Cash Proceeds from any Asset Sale constituting a sale and leaseback arrangement permitted under Section 8.5(e) shall be applied toward the prepayment of the Loans and the reduction of the Revolving Commitment as set forth in Section 4.2(f). (d) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 25, 2007, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f); provided however, with respect to the prepayment under this Section for the fiscal year ended December 25, 2007, Excess Cash Flow shall only be measured from the Closing Date. Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of Wagon Investments referred to in Section 7.1(a), for the fiscal year with respect to which such Excess Proceeds exceeds $100,000,000 prepayment is made, are required to be delivered to the Lenders and following (ii) the date such repayment financial statements are actually delivered. (e) If on any date any Group Member shall receive any amount from any federal income tax cash refund to such Group Member, such amount (net of any professional fees and related expenses incurred in connection thereto) shall be applied on such date toward the prepayment of the Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f). (f) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 4.2 shall be applied, first, pro rata to the prepayment of the Term Loans as set forth in Section 2.3 hereof and, second, to the prepayment of the Total Revolving Extensions of Credit Commitment and, third, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be permanently reduced accompanied by prepayment of the Revolving Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on a pro rata basis terms and conditions satisfactory to each Lender)the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to Section 2.3(b)(iii)4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (Ag) So long Notwithstanding the foregoing provisions of this Section 4.2, if at any time the mandatory repayment of Loans pursuant to this Section 4.2 would result in the Borrower's incurring breakage costs in excess of $30,000 under Section 4.11 as no Event a result of Default shall have occurred and be continuingEurodollar Loans being repaid other than on the last day of an Interest Period applicable hereto (any such Eurodollar Loans, "Affected Loans"), the Borrower may reinvest or cause elect, by written notice to the Administrative Agent, to have the provisions of the following sentence be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 applicable so long as (x) in (1) any one no Default or more businesses; provided, that such investment in any business is in the form Event of the acquisition of Capital Stock Default then exists and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) the aggregate principal amount of such Affected Loans is at least $100,000. At the time any Affected Loans are otherwise required to reduce Indebtedness be prepaid, the Borrower may elect to deposit 100% (or such lesser percentage elected by the Borrower as not being repaid) of the principal amounts that otherwise would have been paid in respect of the Affected Loans (but in any event not less than $100,000 in aggregate principal amount) with the Administrative Agent to be held as security for the obligations of the Borrower hereunder pursuant to a Restricted Subsidiary, other than Indebtedness owed cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent that shall provide for investments of such deposits in Cash Equivalents, with such cash collateral and any interest accrued thereon, to be released upon the request of the Borrower from such cash collateral account (and applied to repay the principal amount of such Eurodollar Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to such Eurodollar Loans (or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment such earlier date or dates as shall be treated as a permitted application requested by the Borrower), with the amount to be so released and applied on the last day of each Interest Period to be the Net Proceeds from the date amount of such commitmentEurodollar Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account); provided that (1i) interest in respect of such investment Affected Loans shall continue to accrue thereon at the rate provided hereunder until such Affected Loans have been repaid in full and (ii) at any time while an Event of Default has occurred and is consummated within 635 days after receipt continuing any or all proceeds on deposit in such collateral account may be applied by the Borrower or Agent to the payment of such Affected Loans. All risk of loss in respect of investments made as contemplated in this clause (f) shall be on the Borrower. Upon the occurrence of an Event of Default, any Restricted Subsidiary of amounts in such cash collateral account shall be immediately repaid to the Net Proceeds of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess ProceedsAdministrative Agent.

Mandatory Prepayments and Commitment Reductions. (ia) If any Indebtedness shall be incurred by any Group Member (1) Within 365 days (as may other than any Indebtedness permitted to be extended incurred by any such Person in accordance with Section 2.3(b)(i)(B7.2)) after the Borrower’s or , concurrently with, and as a Restricted Subsidiary’s receipt condition to closing of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiarytransaction, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in clause (g) of this Section 2.11. (b) Subject to clauses (d) and (i) of this Section 2.11, if, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount by which equal to (i) the ECF Percentage for such period of such Excess Proceeds exceeds $100,000,000 Cash Flow over (ii) in each case at the option of the Borrower Representative and following such repayment to the Total Revolving Credit Commitment shall be permanently reduced by extent not funded with (x) the proceeds of Indebtedness constituting “long term indebtedness” (or a comparable caption) under GAAP (other than Indebtedness in respect of any revolving credit facility) or (y) the proceeds of Permitted Cure Securities applied pursuant to Section 9.4, the aggregate principal amount of (1) all Purchases by any Permitted Auction Purchaser (determined as the par value of the Loans so prepaid purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction or open market purchase permitted hereunder, (allocated 2) voluntary prepayments of Term Loans and Revolving Loans (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments), (3) optional prepayments, purchases and redemptions and buybacks (with credit given to the par value of the loans or notes repurchased) by UK Holdco and the Restricted Subsidiaries of other Indebtedness that is secured by a Lien ranking pari passu (determined without regard to the control of remedies) with the Lien securing the Obligations (but, in the case of revolving indebtedness, only to the extent of a concurrent and permanent reduction in the revolving commitments), (4) payments by UK Holdco and the Restricted Subsidiaries in cash on account of Capital Expenditures, (5) payments by UK Holdco and the Restricted Subsidiaries in cash on account of acquisitions or other Investments permitted hereunder (including any earn-out payments) and (6) Restricted Payments made in cash pursuant to Section 7.3(a), (b)(iv), (b)(v), (b)(vi), (b)(viii), (b)(x), (b)(xii), (b)(xiii), (b)(xix) and (b)(xxi), in each case, made during, or committed to be made within 12 months of the end of, the Excess Cash Flow Period (provided, however, that if any payment committed to be made is not actually made in cash within such period, such amount shall be added back to Excess Cash Flow for the subsequent Excess Cash Flow Period) or, at the option of the Borrower Representative, after the Excess Cash Flow Period and prior to the Excess Cash Flow Application Date, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Term Loans as set forth in clause (g) of this Section 2.11, provided that no such prepayment shall be made if the Excess Cash Flow for any Excess Cash Flow Period is less than $10,000,000 (and, if Excess Cash Flow exceeds such amount, only such excess shall be subject to prepayment). Each such prepayment shall be made on a pro rata basis to each Lender). The Borrower will prepay Loans date (and permanently reduce Total Revolving Credit Commitmentsan “Excess Cash Flow Application Date”) with Excess Proceeds within 30 days no later than 10 Business Days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds on which the financial statements of at least $100,000,000 has been used UK Holdco referred to repay or purchase Senior Notesin Section 6.1(a), subject, for the fiscal year with respect to each Lender’s ability to reject which such prepayment is made, are required to be delivered to the Lenders. (c) Subject to clauses (d) and (i) of this Section 2.11, if, on any date, UK Holdco or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event in excess of (i) the greater of $2,000,000 and 0.7% of Consolidated EBITDA as of the most recently ended Reference Period in any single transaction or series of related transactions and (ii) with respect to all other Net Cash Proceeds not excluded pursuant to the preceding clause (i), the greater of $5,000,000 and 1.6% of Consolidated EBITDA as of the most recently ended Reference Period for all such Net Cash Proceeds in any fiscal year, then, unless the Borrower Representative has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), an aggregate amount equal to 100% of such Net Cash Proceeds shall be applied within five Business Days of such date to prepay outstanding Term Loans in accordance with this Section 2.3(b)(iii2.11; provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to any Asset Sale or Recovery Event, shall be applied to prepay the outstanding Term Loans as set forth in Section 2.11(g). (Ad) So long as no Event of Default shall have occurred Notwithstanding anything to the contrary in this Agreement (including clauses (b) and be continuing(c) above), to the extent that the Borrower may reinvest Representative has determined in good faith that (i) any of or cause to be reinvested all or any portion the Net Cash Proceeds of any Net Proceeds received from any Asset Sale covered or Recovery Event by Section 9.5 a Subsidiary or Excess Cash Flow attributable to Subsidiaries (xor branches of Subsidiaries) are prohibited or delayed by applicable local law from being repatriated to the relevant Borrower(s) (including as a result of financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), (ii) such repatriation would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officers) or (iii) in the case of Foreign Subsidiaries, such repatriation or any distribution of the relevant amounts would reasonably be expected to result in material adverse Tax consequences, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in this Section 2.11 but may be retained by the applicable Subsidiary or branch (1) any one the Borrowers hereby agreeing to cause the applicable Subsidiary or more businessesbranch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences); provided, that for a period of 360 days from receipt of such investment Net Cash Proceeds, if such repatriation becomes permitted under such applicable local law, would not present a material risk as described in any business is in the form of the acquisition of Capital Stock and results in the Borrower clause (ii) above, or a Restricted Subsidiaryno such material adverse Tax consequences would result from such distribution, as the case may be, owning such distribution will be promptly effected and such distributed Net Cash Proceeds will be promptly (and in any event not later than 10 Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of Term Loans pursuant to this Section 2.11. (e) In the event the aggregate Outstanding Amount of Revolving Loans, L/C Obligations and Swingline Loans at any time exceeds (the “Revolving Excess”) the Total Revolving Commitments then in effect, the Revolving Borrowers shall immediately (or, if such Revolving Excess results solely from a Recalculation, within 2 Business Days) repay Swingline Loans and Revolving Loans and Collateralize Letters of Credit to the extent necessary to remove such Revolving Excess. (f) The Borrower Representative shall deliver to the Administrative Agent notice, substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), of each prepayment required under this Section 2.11, which notice must be received by the Administrative Agent not less than three Business Days (or such shorter time as the Administrative Agent shall reasonably agree) prior to the date such prepayment shall be made. The Administrative Agent will promptly notify each applicable Lender of such notice. Each such Lender may reject all of its Pro Rata Share of any prepayment pursuant to clause (b) or (c) above (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower Representative no later than 12:00 p.m. (New York City time), two Business Days after the date of such Lender’s receipt of such notice from the Administrative Agent. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of such prepayment. Any Declined Proceeds may be retained by the Borrowers (such retained amount, the “Retained Declined Proceeds”). The Borrower Representative shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.11, an Officer’s Certificate setting forth in reasonable detail the calculation of the amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, prepayment. (2g) capital expenditures or (3) acquisitions of other long-term assets, Amounts to be applied in each of (1), (2) and (3), used or useful in a Similar Business or (y) connection with any mandatory prepayments made pursuant to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed this Section 2.11 shall be applied to the Borrower or prepayment of the Term Loans in accordance with Section 2.17(b). The application of any Restricted Subsidiary; provided, that prepayment of Loans pursuant to this Section 2.11 shall be made on a pro rata basis regardless of Type. Each prepayment of the Loans under this Section 2.11 (except in the case of clause Revolving Loans that are ABR Loans (xto the extent all Revolving Loans are not being prepaid) above, a binding commitment and Swingline Loans) shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitmentprepayment on the amount prepaid. (h) Notwithstanding any of the other provision of this Section 2.11, if any prepayment of Eurocurrency Loans or Term SOFR Loans is required to be made under this Section 2.11 other than on the last day of the Interest Period applicable thereto, the applicable Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder with the Administrative Agent, to be held as security for the obligations of the applicable Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of such Eurocurrency Loans or Term SOFR Loans in accordance with this Section 2.11 (determined as of the date such prepayment was required to be originally made); provided that such unpaid Eurocurrency Loans or Term SOFR Loans shall continue to bear interest in accordance with Section 2.15 until such unpaid Eurocurrency Loans or Term SOFR Loans have been prepaid. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (1) such investment is consummated within 635 days after receipt without any further action by the or notice to or from any Borrower or any Restricted Subsidiary other Loan Party) to apply such amount to the prepayment of the Net Proceeds applicable Eurocurrency Loans or Term SOFR Loans in accordance with this Section 2.11 (determined as of the date such prepayment was required to be originally made). Notwithstanding anything to the contrary contained in this Agreement, any amounts held by the Administrative Agent pursuant to this clause (h) pending application to any Eurocurrency Loans or Term SOFR Loans shall be held and applied to the satisfaction of such Eurocurrency Loans or Term SOFR Loans prior to any other application of such property as may be provided for herein. (i) Notwithstanding the foregoing provisions of this Section 2.11, at the Borrower Representative’s option, outstanding Indebtedness that is secured by the Collateral on a pari passu basis (determined without regard to the control of remedies) with the Obligations hereunder (“Other Applicable Indebtedness”) may share, on the terms set forth below, in any mandatory prepayment of the Term Loans pursuant to Section 2.11(b) and/or (c), and the amount of any such prepayment required to be made hereunder shall be reduced accordingly. Any Net Cash Proceeds or Excess Cash Flow may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect of such Asset Sale Sale, Recovery Event or Excess Cash Flow is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds or Excess Cash Flow applied to prepay outstanding Term Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate Outstanding Amount of Term Loans and Other Applicable Indebtedness at such time) of such Net Cash Proceeds relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Cash Proceeds or Excess Cash Flow, the declined amount of such Net Cash Proceeds or Excess Cash Flow shall promptly (2and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds or Excess Cash Flow would otherwise have been required to be applied if such investment is Other Applicable Indebtedness was not consummated within the period set forth in subclause (1then outstanding), the Net Proceeds not so applied will be deemed to be Excess Proceeds.

Mandatory Prepayments and Commitment Reductions. (ia) (1) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(B)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time after the aggregate amount Closing Date any Group Member receives any Net Cash Proceeds from the incurrence of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notesany Indebtedness other than Excluded Indebtedness, the Borrower shall cause to be prepaid prepay the Term Loans on the date of such receipt in an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of such Net Cash Proceeds (excluding Net Cash Proceeds received from the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment issuance of Additional Notes to the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis extent used within 90 days thereafter to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay acquire, improve or purchase Senior Notes, subjectrepair fixed or capital assets useful in its business, to each Lender’s ability acquire a brand or trademark and related assets or to reject such prepayment pursuant to Section 2.3(b)(iiicomplete a Permitted Acquisition). (Ab) So long as no Event If at any time after the Closing Date Holdings or any Parent receives any Net Cash Proceeds from the issuance and sale of Default shall have occurred and be continuingany Capital Stock or any equity contribution (excluding (i) proceeds from Capital Stock of Holdings or any Parent issued to employees or directors of any Parent, Holdings, the Borrower may reinvest or cause to be reinvested all or any portion of the Borrower’s Subsidiaries pursuant to employee benefit plans, employment arrangements or director arrangements, (ii) any capital contribution to the extent made by Holdings or another Subsidiary of Holdings (it being understood and agreed that in no event shall this clause (ii) exclude any proceeds received by Holdings from any capital contribution to it or any issuance of its equity), (iii) proceeds received from the equity financing referred to in paragraph 5 of the Closing Certificate of the Borrower, (iv) proceeds received by Holdings or any Parent after the Closing Date from issuances of its equity to, or contributions received from, any Parent or any Permitted Investors or Permitted Transferees and (v) proceeds received by Holdings or any Parent after the Closing Date from issuances of its equity or contributions to the extent used within 90 days thereafter to finance a Permitted Acquisition), the Borrower shall prepay the Term Loans on the date of such receipt in an amount equal to 50% of such Net Cash Proceeds. (c) If at any time after the Closing Date any Group Member receives any Net Cash Proceeds received from any Asset Sale covered by Section 9.5 (x) or Recovery Event in (1) any one or more businesses; provided, that such investment an amount exceeding $2,000,000 in any business is fiscal year, then, unless a Reinvestment Notice shall be delivered in the form of the acquisition of Capital Stock and results in respect thereof, the Borrower or a Restricted Subsidiary, as shall prepay the case may be, owning an amount of Term Loans on the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar third Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from Day following the date of such commitment; provided that (1) receipt in an amount equal to 100% of such investment is consummated within 635 days after receipt by Net Cash Proceeds to the Borrower or extent exceeding $2,000,000 in any Restricted Subsidiary of the Net Proceeds fiscal year. If a Reinvestment Notice has been delivered in respect of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1)or Recovery Event, then on each Reinvestment Prepayment Date relating thereto, the Net Proceeds not so Borrower shall prepay the Term Loans in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event. (d) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2005, there is any Excess Cash Flow, the Borrower shall prepay the Term Loans in an amount equal to the ECF Percentage of such Excess Cash Flow on or before the 105th day following the end of such fiscal year. (e) Mandatory prepayments of Term Loans shall be applied will first to Base Rate Loans and then to Eurodollar Loans and shall be deemed accompanied by accrued interest to be Excess Proceedsthe date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (ia) Unless ----------------------------------------------- the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred by Holdings, the Borrower or any of its Subsidiaries (1) Within 365 days (as may be extended excluding any Indebtedness incurred in accordance with Section 2.3(b)(i)(B7.2 as in effect on the date of this Agreement)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, -------- notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Closing Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Closing Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending on or about December 31, 1999, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash ----------- Flow Application Date") no later than five Business Days after the earlier of --------------------- (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such Excess Proceeds exceeds $100,000,000 prepayment is made, are required to be delivered to the Lenders and following (ii) the date such repayment financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce ----- ------ permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitment shall be permanently reduced by Commitments as so reduced, provided that if the aggregate principal amount of -------- Revolving Credit Loans and Swing Line Loans then outstanding is less than the Loans so prepaid amount of such excess (allocated because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on a pro rata basis terms and conditions satisfactory to each Lender)the Administrative Agent. The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds application of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such any prepayment pursuant to this Section 2.3(b)(iiishall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form . Each prepayment of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, Loans under this Section (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that except in the case of clause (xRevolving Credit Loans that are Base Rate Loans and Swing Line Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that prepayment on the amount prepaid. (1e) such investment is consummated within 635 days after receipt by Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the Borrower or any Restricted Subsidiary rights of the Net Proceeds Lenders in respect thereof, are subject to the provisions of any Asset Sale and (2) if such investment is not consummated within the period set forth in subclause (1), the Net Proceeds not so applied will be deemed to be Excess ProceedsSection 2.18.

Mandatory Prepayments and Commitment Reductions. (a) If after the Closing Date any Capital Stock shall be sold or issued by Holdings, the Company or any of its Subsidiaries (including, without limitation, any sales pursuant to the exercise of warrants, but excluding (i) any issuance of common stock in payment of interest under the Seller Note, (1ii) Within 365 days any Permitted Employee Stock Issuances, to the extent the proceeds of such Permitted Employee Stock Issuances are contributed by Holdings to the Company and (iii) the issuance of common stock of Holdings as may a part of the consideration for the Exchange Offer and the Merger), an amount equal to 50% of the Net Cash Proceeds thereof shall be extended applied within three Business Days after the date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans and Acceptances and the reduction of the Revolving Credit Commitments as set forth in Section 6.3(e). (b) If after the Closing Date any Indebtedness shall be issued or incurred by Holdings, the Company or any of its Subsidiaries (excluding any Indebtedness (other than Indebtedness evidenced by High Yield Notes) incurred in accordance with Section 2.3(b)(i)(B10.2 as in effect on the date of this Agreement)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate an amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Net Cash Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment thereof shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds applied within 30 days three Business Days after the date that Excess Proceed exceeds $100,000,000 of such issuance or incurrence toward the prepayment of the Term Loans and Excess Proceeds the Acceptances and the reduction of at least $100,000,000 has been used to repay or purchase Senior Notesthe Revolving Credit Commitments (or, subjectif required by Section 6.3(e), to each Lender’s ability to reject such prepayment pursuant to reduction of the Tranche B-1 Term Loan Commitments and the Tranche C-1 Term Loan Commitments) as set forth in Section 2.3(b)(iii6.3(e). (Ac) So long as no Event of Default shall have occurred and be continuing, If after the Borrower may reinvest or cause to be reinvested all Closing Date the Company or any portion of its Subsidiaries (other than the Canadian Borrower or any of its Subsidiaries) shall receive Net Cash Proceeds received from any Asset Sale covered (including, without limitation, any Net Cash Proceeds from any Dispositions permitted by clauses (e) and (f) of Section 10.6 to the extent such proceeds exceed $225,000,000 in the aggregate) or Recovery Event, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the U.S. Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 6.3(f). If after the Closing Date the Canadian Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Total Aggregate Canadian Term Loan Outstandings and the permanent reduction of the Canadian Facility Maximum Amount as set forth in Section 6.3(g). Notwithstanding the foregoing, (i) no such prepayment or reduction shall be required in respect of Asset Sales for which the Net Cash Proceeds in any fiscal year aggregate up to (but do not exceed) $5,000,000 (in the aggregate for the Company and its Subsidiaries, including the Canadian Borrower and its Subsidiaries) and (ii) no such prepayment or reduction shall be required in respect of any Asset Sales or any Recovery Event if the Company delivers a Reinvestment Notice in respect of each such Asset Sale and Recovery Event; PROVIDED, that, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayments and reductions required by Section 9.5 (x6.3(f) in (1) any one or more businesses6.3(g), as applicable; providedand PROVIDED, FURTHER, that no Reinvestment Notice shall be required in respect of Asset Sales for which no prepayment is required pursuant to the foregoing clause (i) of this sentence. (d) If, for any fiscal year of Holdings commencing with the fiscal year ending August 31, 1999, Holdings shall have Excess Cash Flow (calculated without taking into account the Canadian Borrower and its Subsidiaries), the Company shall, on the relevant Excess Cash Flow Application Date, apply 75% of such investment in any business is in Excess Cash Flow toward the form prepayment of the acquisition Term Loans and the reduction of Capital Stock the Revolving Credit Commitments as set forth in Section 6.3(f). If, for any fiscal year of the Canadian Borrower commencing with the fiscal year ending August 31, 1999, the Canadian Borrower shall have Excess Cash Flow, the Canadian Borrower shall, on the relevant Excess Cash Flow Application Date, apply 75% of such Excess Cash Flow toward the prepayment of the Total Aggregate Canadian Term Loan Outstandings and results the permanent reduction of the Canadian Facility Maximum Amount as set forth in Section 6.3(g). Each such prepayment and reduction shall be made on a date (an "EXCESS CASH FLOW APPLICATION DATE") no later than five days after the earlier of (i) the date on which the financial statements of Holdings referred to in Section 9.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. Notwithstanding the foregoing, if for any fiscal year the Excess Cash Flow of one of the Canadian Borrower or a Restricted SubsidiaryHoldings (calculated without taking into account the Canadian Borrower and its Subsidiaries), as the case may be, owning an is a negative number, and the Excess Cash Flow of the other such Person is a positive number, the amount of the Capital Stock prepayment and reduction required by this Section 6.3(d) in respect of the Company (if Holdings is the Person having positive Excess Cash Flow) or the Canadian Borrower (if the Canadian Borrower is the Person having positive Excess Cash Flow) for such fiscal year shall be reduced by the amount of the negative Excess Cash Flow of the other such Person for such fiscal year. (e) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 6.3(a) or 6.3(b) shall be applied, FIRST, to the prepayment of the U.S. Term Loans and Total Aggregate Canadian Term Loan Outstandings, ratably in accordance with the outstanding amount of each Facility and, SECOND, to reduce permanently the Revolving Credit Commitments. Notwithstanding the preceding sentence, any prepayment made pursuant to Section 6.3(b) with the Net Cash Proceeds of the High Yield Offering shall be applied, FIRST, to prepay the Tranche B-1 Term Loans and the Tranche C-1 Term Loans, ratably in accordance with the outstanding amounts thereof (or, if the High Yield Offering is consummated prior to the Merger Date, such amount shall be applied to permanently reduce the Tranche B-1 Term Loan Commitments and the Tranche C-1 Term Loan Commitments) and, SECOND, in accordance with the preceding sentence. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the aggregate Revolving Credit Commitments as so reduced, PROVIDED that if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount of such business such that it constitutes excess (because L/C Obligations constitute a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1portion thereof), the Company shall not be required to reduce any outstanding Letters of Credit. The application of any such prepayment of U.S. Term Loans shall be made first to Base Rate Loans and second to LIBOR Loans. The application of any such prepayment to Total Aggregate Canadian Term Loan Outstandings shall be made first to Canadian Term Loans and second (2) and (3), used or useful in a Similar Business or (ybut only on the maturity date thereof) to reduce Indebtedness Acceptances. Each such prepayment of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that Loans (except in the case of clause (xRevolving Credit Loans that are Base Rate Loans) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from accompanied by accrued interest to the date of such commitment; provided that prepayment on the amount prepaid. (1f) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale Amounts to be applied in connection with prepayments and (2) if such investment is not consummated within the period set forth in subclause (1reductions made pursuant to Section 6.2(c), the Net Proceeds first sentence of Section 6.3(c) or the first sentence of Section 6.3(d) shall be applied, FIRST, to the prepayment of the U.S. Term Loans, ratably in accordance with the respective outstanding amounts of the Facilities, and, SECOND, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the aggregate Revolving Credit Commitments as so reduced, PROVIDED that if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Company shall not so applied will be deemed required to reduce any outstanding Letters of Credit. The application of any such prepayment of U.S. Term Loans shall be made first to Base Rate Loans and second to LIBOR Loans. Each such prepayment of the Loans (except in the case of Revolving Credit Loans that are Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (g) Amounts to be Excess Proceedsapplied in connection with prepayments and reductions made pursuant to Section 6.2(c), the second sentence of Section 6.3(c) or the second sentence of Section 6.3(d) shall be applied to the reduction of the Total Aggregate Canadian Term Loan Outstandings and the simultaneous and automatic reduction in an equal amount of the Canadian Facility Maximum Amount. The application of any such prepayment to Total Aggregate Canadian Term Loan Outstandings shall be made first to Canadian Term Loans and second (but only on the maturity date thereof) to Acceptances. Each such prepayment of the Canadian Term Loans shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (h) The amount of each prepayment of the Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or Canadian Term Loans, as the case may be, required pursuant to this Section 6.3 shall be applied to reduce the then remaining installments of the Term Loans under the relevant Facility, PRO RATA based upon the then remaining outstanding principal amount of such installments. (i) Notwithstanding anything in Section 6.2(a), Section 6.3(e) or Section 6.3(f) to the contrary and provided that there are Tranche A Term Loans and/or Total Aggregate Canadian Term Loan Outstandings then outstanding, with respect to the amount of any optional prepayment described in Section 6.2(a) or mandatory prepayment described in Section 6.3 that is allocated to the Tranche B Term Loans or Tranche C Term Loans (such amounts, the "TRANCHE B PREPAYMENT AMOUNT" and the "TRANCHE C PREPAYMENT AMOUNT", respectively), the Company will, in lieu of applying such amount to the prepayment of Tranche B Term Loans and Tranche C Term Loans, respectively, as provided in Section 6.2(a) or Section 6.3(e) or (f), as the case may be, on the date specified in Section 6.2(a) or Section 6.3, as the case may be, for such prepayment, give the General Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the General Administrative Agent prepare and provide to each Tranche B Lender and Tranche C Lender a notice (each, a "PREPAYMENT OPTION NOTICE") as described below. As promptly as practicable after receiving such notice from the Company, the General Administrative Agent will send to each Tranche B Lender and Tranche C Lender a notice (a "PREPAYMENT OPTION NOTICE"), which shall be in the form of Exhibit H, and shall include an offer by the Company to prepay on the date (each a "PROPOSED PREPAYMENT DATE") that is 15 days after the date of the Prepayment Option Notice, the Tranche B Term Loans or Tranche C Term Loans, as the case may be, of such Lender by an amount equal to the portion of the Tranche B Prepayment Amount or Tranche C Prepayment Amount indicated in such Lender's Prepayment Option Notice as being applicable to such Lender's Tranche B Term Loans or Tranche C Term Loans, as the case may be. On the Proposed Prepayment Date, (A) the Company shall pay to the General Administrative Agent the aggregate amount necessary to prepay that portion of the outstanding Tranche B Term Loans or Tranche C Term Loans, as the case may be, in respect of which Tranche B Lenders and Tranche C Lenders have accepted prepayment as described above (such Lenders, the "ACCEPTING LENDERS"), and such amount shall be applied to reduce the Tranche B Prepayment Amount and Tranche C Prepayment Amount, as applicable, with respect to each Accepting Lender and (B) the Company shall pay to the General Administrative Agent an amount equal to 100% of the portion of the Tranche B Prepayment Amount and Tranche C Prepayment Amount not accepted by the Accepting Lenders, and such amount shall be applied (i) in the case of optional prepayments pursuant to Section 6.2, to prepay the Tranche A Term Loans and (ii) in the case of mandatory prepayments, to the other Facilities required to be prepaid pursuant to Section 6.3(e) or Section 6.3(f), as the case may be, ratably in accordance with the outstanding amounts thereof.