Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.

Mandatory Prepayments. In addition There shall become due and payable and Borrower shall prepay the Term Loan (and the Revolving Loans and Swingline Loans, to any prepayment the extent required by Section 2.1(e)(i)) in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as followsfollowing amounts and at the following times: (i) immediately upon discovery by on the date on which any Credit Party (or notice to Borrowers that Administrative Agent as loss payee or assignee) receives any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceededMajor Casualty Proceeds, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient equal to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and one hundred percent (ii100%) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition Major Casualty Proceeds; provided, that, so long as no Default or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, the recipient (other than Administrative Agent) of any Major Casualty Proceeds may reinvest the amount of such prepayment Major Casualty Proceeds within ninety (90) days, in replacement assets comparable to the assets giving rise to such Major Casualty Proceeds; provided, that the aggregate amount which may be reinvested by Borrower and its Subsidiaries pursuant to the preceding proviso may not exceed $250,000 in any Fiscal Year; provided, further, that if the applicable Credit Party does not intend to fully reinvest such Major Casualty Proceeds, or if the time period set forth in this sentence expires without such Credit Party having reinvested such Major Casualty Proceeds, Borrower shall not be required prepay the Loans in an amount equal to such Major Casualty Proceeds (to the extent not reinvested or intended to be reinvested within such time period); (ii) upon receipt by any Credit Party of the proceeds from the issuance and sale of any Debt or equity securities (other than (1) proceeds of Debt securities expressly permitted pursuant to Section 5.1, (2) proceeds of the issuance of equity securities to Borrower or any Wholly-Owned Subsidiary), and (3) proceeds of the issuance of equity securities of Borrower (or a Loan Party or such Subsidiary reinvests parent company of Borrower) upon the exercise of any stock option to acquire securities of Borrower, in each case in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of such disposition issuance and sale; (iii) upon receipt by any Credit Party of the proceeds of any Asset Disposition, an amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Asset Disposition; provided, that no prepayment shall be required pursuant to this Section 2.1(c)(iii) unless and until the aggregate Net Cash Proceeds received during any Fiscal Year from Asset Dispositions exceeds $350,000 (in which case all Net Cash Proceeds in excess of such amount shall be used to make prepayments pursuant to this Section 2.1(c)(iii)), and provided, that, so long as no Default or Event of Loss Default has occurred and is continuing, the recipient of such Net Cash Proceeds may reinvest the amount of such Net Cash Proceeds within ninety (90) days, in productive replacement fixed assets of a kind then used or usable in the business of such Credit Party. If the Borrowers applicable Credit Party does not intend to so reinvest such Net Cash Proceeds, or if the time period set forth in the immediately preceding sentence expires without such Subsidiary within 180 days after Credit Party having reinvested such Net Cash Proceeds, Borrower shall prepay the date Loans in an amount equal to such Net Cash Proceeds; and (iv) upon receipt by any Credit Party of any Extraordinary Receipts, an amount equal to one hundred percent (100%) of such disposition Extraordinary Receipts. Any amounts permitted to be reinvested pursuant to the preceding clauses (ii) or (iii) shall be immediately applied by Borrower as a prepayment against then outstanding Revolving Loans, and Administrative Agent shall establish a Reserve (the “Reinvestment Reserve”) against the Revolving Loan Limit in an amount equal to such permitted reinvestment amount. So long as no Default or Event of Loss; provided that Default then exists, Administrative Agent shall permit Revolving Loan Borrowings to finance the making of reinvestments permitted pursuant to the preceding clauses (ii) and (iii), and shall concurrently reduce the Reinvestment Reserve by an equivalent amount. Any remaining portion of the Reinvestment Reserve shall be reduced to zero (0) upon the expiration of the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent reinvestment periods pursuant to reinvest the preceding clauses (ii) and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively(iii).

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately Except as provided in Section 2.8, if at any time the Total Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment, the Borrowers shall repay promptly upon discovery by or notice to Borrowers that the earlier of (A) any Responsible Officer of the lending limits set forth in Section 2.1(aAdministrative Borrower obtaining knowledge thereof and (B) or Section 2.5(a) have been exceededdemand from the Administrative Agent, Borrowers shall pay by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Loans and third, with respect to any Letters of Credit then outstanding, to a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; andLenders. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Loan Party Blocked Account and payments therefrom shall at any time or from time be applied by the Administrative Agent for the account of the Lenders first to time the principal amount of outstanding Swingline Loans and second to the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be required (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in during a manner not permitted hereunder Cash Dominion Period or (y) suffer an Event of Lossif, then after giving effect to any event described in this clause (Aii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to would be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelytriggered.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder(a) Unless the Approving Party shall otherwise agree (and, if the Approving Party is the Treasury, the Loans Treasury concurrently agrees under the UST Facility), if any Additional First Lien Indebtedness or Permitted Unsecured Indebtedness is incurred by any Group Member (other than an Excluded Subsidiary), then promptly upon such incurrence (and in any case not more than twenty Business Days thereafter), the Notes shall be subject prepaid by an amount equal to mandatory prepayment the Applicable Net Cash Proceeds of such incurrence, as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit 2.5(d). If any amount in respect of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of Attributable Obligations under a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds Sale/Leaseback Transaction is required to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders applied as a prepayment of the LoansNotes pursuant to clause (n) of the definition of “Permitted Indebtedness,” then promptly upon the occurrence of such Sale/Leaseback Transaction (and in any case not more than twenty Business Days thereafter), the Notes shall be prepaid by an amount equal to the Applicable Net Cash Proceeds of such Sale/Leaseback Transaction, as set forth in Section 2.5(d). Notwithstanding With respect to any such Indebtedness incurred by an applicable Non-U.S. Subsidiary, the foregoing and provided no Event aggregate amount of Default has occurred and is continuing, such the Applicable Net Cash Proceeds thereof required to be applied pursuant to Section 2.5(d) to the prepayment of the Notes shall not be required subject to reduction to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds that expatriation of such disposition Applicable Net Cash Proceeds (i) would result in material adverse tax or Event legal consequences (including, without limitation, violation of Loss Contractual Obligations), (ii) would be reasonably likely to result in productive assets adverse personal liability of a kind then used any director of any applicable Group Member, or usable (iii) would result in the business insolvency of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.Non-U.S.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that When any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party Parent Holdco or any Subsidiary of a Loan Party shall at thereof makes any time or from time to time Asset Disposition (x) directly or indirectlyother than dispositions permitted under Sections 4.3(a), sell4.3(d), transfer or otherwise dispose of any asset pursuant to Section 8.5(d4.3(e), 4.3(f), 4.3(h) or in a manner not permitted hereunder 4.3(i)) or (y) suffer an Event of Lossexperiences any Asset Loss Event, then (A) the U.S. Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including repay the Advances in an amount equal to 100% of the estimated Net Cash Proceeds thereof, such repayments to be received by a Loan Party and/or such Subsidiary made promptly but in respect thereof) and (B) within no event more than five (5) Business Days following receipt of receipt thereof by a Loan Party and/or such Subsidiary Net Cash Proceeds, and until the date of payment, such Net Cash Proceeds shall be held in trust for Agent; provided, however, up to an aggregate of $1,000,000 per Fiscal Year (or such higher amount as Agent and the Required Lenders may agree) of the Net Cash Proceeds of such disposition or Event of Loss, the Borrowers foregoing shall deliver, or cause not be required to be delivered, such excess Net Proceeds to Agent for distribution applied to the Lenders as a prepayment of the Loans. Notwithstanding Advances to the foregoing extent such proceeds are to be used to replace, repair or restore, or otherwise reinvest in, assets used in any Borrower’s business and provided so long as: (A) no Default or Event of Default has occurred and is continuingcontinuing on the date such Person receives such Net Cash Proceeds, (B) U.S. Borrowing Agent delivers a certificate to Agent within three (3) Business Days after such Asset Disposition or ten (10) Business Days after the occurrence of Asset Loss Event (as applicable), stating that such Net Cash Proceeds shall be used to replace, repair or restore, or otherwise reinvest in, any such properties or assets to be used in Borrowers’ or its Subsidiaries’ business, as the case may be, within a period specified in such certificate not to exceed 270 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended and shall set forth in reasonable detail the plans for such reinvestment, replacement, repair or restoration, which shall be acceptable to Agent in its Permitted Discretion) and (C) such Net Cash Proceeds are deposited in a non-interest bearing account subject to the sole dominion and control of Agent (which proceeds shall then be disbursed by Agent to the applicable U.S. Borrower or Subsidiary thereof promptly upon U.S. Borrowing Agent’s written request therefor setting forth in reasonable detail the use of such proceeds and certifying that such proceeds are being applied in the manner set forth in the certificate delivered to Agent in accordance with clause (B)); provided, further, that (x) if all or any portion of such Net Cash Proceeds not so applied to the prepayment of the Advances are not used in accordance with the foregoing proviso within 270 of receipt of such Net Cash Proceeds, such prepayment amount shall be applied to the Advances as otherwise set forth herein, on the last day of such specified period, (y) if such U.S. Borrower or Subsidiary, as the case may be, is not permitted to reinvest or utilize such Net Cash Proceeds in accordance with this Section 2.21(c)(i) as a result of the existence of a Default, U.S. Borrowing Agent may request, and upon the written approval of Agent, such Net Cash Proceeds shall be deposited in a non-interest bearing account subject to the sole dominion and control of Agent until the earlier of (I) the date on which such Default is cured or waived in writing in accordance with the terms of this Agreement, in which case such amounts may be reinvested or utilized in accordance with the proviso above and (II) the date on which an Event of Default shall occur, in which case such Net Cash Proceeds shall be applied to the Advances in accordance with Section 11.5 on such date and (z) if such U.S. Borrower or such Subsidiary, as the case may be, is not permitted to reinvest or utilize such net cash proceeds as a result of a continuing Event of Default, such net cash proceeds shall be applied in accordance with Section 11.5. The foregoing shall not be required deemed to be implied consent to any Disposition or other event otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied (i) first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof, and (ii) second, (A) to the extent a Loan Party such Asset Loss Event related to the U.S. Borrowers, to the remaining U.S. Advances in such order as Agent may determine, subject to the U.S. Borrowers’ ability to reborrow U.S. Revolving Advances in accordance with the terms hereof and (B) to the extent such Asset Loss Event related to the Canadian Borrowers, to the remaining Canadian Advances in such order as Agent may determine, subject to the Canadian Borrowers’ ability to reborrow Canadian Revolving Advances in accordance with the terms hereof. (ii) [Reserved]. (iii) [Reserved]. (iv) When any Parent Holdco or such any Subsidiary reinvests thereof receives any Extraordinary Receipts, U.S. Borrowers shall repay the Advances in an amount equal to 100% of the Net Cash Proceeds thereof, such repayment to be made promptly but in no event more than five (5) Business Days following receipt of such disposition Net Cash Proceeds. Such repayments shall be applied first, to the extent any such amounts constitute reimbursement of amounts previously paid using proceeds of Revolving Advances or working capital, to the outstanding Revolving Advances (without a corresponding reduction to the Maximum Revolving Advance Amount) and second, to the extent of any remaining Net Cash Proceeds thereof, 75% to the outstanding Revolving Advances (without a corresponding reduction to the Maximum Revolving Advance Amount) and 25% to the Term Loan. The foregoing shall not be deemed to be implied consent to any event or condition giving rise to any Extraordinary Receipts which would otherwise constitute a Default or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyDefault under this Agreement.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery The Borrowers, jointly and severally, promise to pay, or cause to be paid, to the Administrative Agent for the accounts of the Lenders the following payments (collectively, “Mandatory Prepayments”): a. 100% of Net Available Proceeds of a Disposition of assets (other than (i) a Disposition pursuant to a Sale and Leaseback Transaction permitted by Section 6.05(f) hereof, (ii) sales of Floor Plan Vehicles or notice Units which shall be applied to payment of the Floor Plan Line of Credit pursuant to Section 2.01 hereof and (iii) in respect of Mortgage Obligations Collateral which shall be applied to payment of the Mortgage Loans pursuant to Section 2.06A3) in excess of Two Hundred Thousand Dollars ($200,000.00) per Fiscal Year arising on account of any Disposition or Series of Disposition by the Loan Parties, unless, in the absence of any continuing Default or Event of Default, the proceeds are utilized by the Loan Parties for acquisition of similar or replacement property and equipment within 270 days from the date of receipt, and pending such reinvestment held on the balance sheet of the relevant Loan Party, and provided same shall not be invested in any business outside of the ordinary course of business of the Borrowers that as presently conducted, or distributed, directly or indirectly, to any holders (other than the Borrowers) of Equity Interests in any Loan Party, or otherwise disbursed as a Restricted Payment; b. 100% of insurance proceeds and condemnation recoveries (other than in respect of Floor Plan Vehicles or Units and in respect of Mortgage Obligations Collateral) in excess of One Million Dollars ($1,000,000.00) per Fiscal Year; c. 100% of Net Available Proceeds with respect to issuances of Indebtedness (excluding Indebtedness permitted to be issued pursuant to Section 6.03 hereof); d. [reserved]; and e. 100% of Net Extraordinary Receipt Proceeds received by any of the lending limits set forth in Section 2.1(a) Loan Parties or Section 2.5(a) have been exceededany of their Subsidiaries, Borrowers directly or indirectly. Mandatory Prepayments shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become be due and payable within one (1) Business Day of the receipt thereof by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a any Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose Party. The provisions of any asset pursuant to this Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment 2.06.3 shall not be required to deemed a waiver of or constitute the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business implied consent of the Borrowers Credit Parties to any transactions which are either prohibited by the terms of the Credit Documents or such Subsidiary within 180 days after which by the date terms of such disposition any of the Credit Documents require the prior consent of any or Event all of Loss; provided that the Credit Parties. Mandatory Prepayments shall be applied first, to outstanding amounts under the Mortgage Loans and Term Loans, on a pro rata basis, to reduce the applicable Borrower notifies Agent remaining amortization payments in inverse order of maturity until such Borrower’s or such Subsidiary’s intent outstandings have been reduced to reinvest zero; second, to outstanding Revolving Credit Loans, Swingline Loans and Reimbursement Obligations, ratably among the Lenders, Swingline Lender and Issuing Bank without a concurrent reduction in Revolving Credit Commitments, and third, to cash collateralize outstanding Letters of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyCredit.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and[Reserved]. (ii) If a Loan In the event that, after the Agreement Date, any Borrower Party or any Subsidiary of a Loan Borrower Party shall at incur any time Funded Debt other than Funded Debt permitted under Section 8.1, one hundred percent (100%) of the Net Cash Proceeds received by any Borrower Party or such Subsidiary from time such incurrence shall be paid within one (1) Business Day of receipt of the proceeds thereof by such Borrower Party to time the Lenders as a mandatory prepayment of the Obligations in accordance with Section 2.6(b). (xiii) directly One hundred percent (100%) of the Net Cash Proceeds from any sale, transfer, assignment or indirectlyother disposition, sellwhether voluntary, as a result of any enforcement action by any member of the Lender Group or otherwise (other than with respect to the sale, transfer or otherwise dispose disposition of assets permitted under clauses (i) and (ii) of Section 8.7(b)), or casualty or condemnation loss of any asset pursuant to Collateral or other assets of any Borrower Party shall be paid within two (2) Business Days of receipt thereof by any Borrower Party as a mandatory prepayment of the Obligations in accordance with Section 8.5(d) or in a manner not permitted hereunder or (y) suffer 2.6(b). Notwithstanding the foregoing, unless an Event of LossDefault shall have occurred and be continuing or would result therefrom, then the Borrower Parties may elect to reinvest Net Cash Proceeds from any such sale, transfer, assignment or other disposition or any such casualty or condemnation loss of any Collateral or such other assets, so long as the Borrower Parties (a)(i) notify the Administrative Agent in writing on or prior to the date any payment thereof would have been required hereunder of the intent to reinvest such Net Cash Proceeds in similar assets for the business of a Borrower Party (which assets shall be consistent with the assets utilized by such Borrower Party in the ordinary course of its business) and identifies the long-term assets which shall constitute such reinvestment within 180 days of the date of such sale or receipt of insurance proceeds and (ii) confirm that such Net Cash Proceeds have been deposited into a Blocked Account, which Net Cash Proceeds when so deposited (A) shall constitute Collateral, securing the Borrowers shall promptly notify Agent payment of the Obligations then outstanding, (B) may be withdrawn by the applicable Borrower Party solely to reinvest in such identified long-term assets that are useful in the business of such proposed disposition or Borrower Party and (C) shall, upon the Administrative Agent’s request following the occurrence and during the continuance of an Event of Loss Default, be applied (including or an amount equal to such Net Cash Proceeds shall be applied) to the amount prepayment of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary Obligations as set forth above in respect thereofSection 2.6(b) and (Bb) deliver a certificate from the Borrower to the Administrative Agent that states that the Borrower Parties have reinvested such Net Cash Proceeds in the business of a Borrower Party within 180 days of the date of such sale or receipt of insurance proceeds (the “Net Cash Proceeds Reinvestment Period”). If and to the extent such Net Cash Proceeds are not fully reinvested during the Net Cash Proceeds Reinvestment Period, an amount equal to such remaining Net Cash Proceeds is required to be applied to prepay the Obligations in accordance with Section 2.6(b) immediately upon the expiration of the Net Cash Proceeds Reinvestment Period. (iv) One hundred percent (100%) of the Extraordinary Receipts in excess of $2,500,000 in the aggregate in any fiscal year received by any Borrower Party or any of its Subsidiaries shall be paid within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution Borrower Parties to the Lenders as a mandatory prepayment of the LoansObligations in accordance with Section 2.6(b). Notwithstanding the foregoing and provided no foregoing, unless an Event of Default has shall have occurred and is continuingbe continuing or would result therefrom, such prepayment shall not be required the Borrower Parties may elect to reinvest amounts constituting Extraordinary Receipts under clause (a), (b) or (d) of the definition thereof, so long as the Borrower Parties (a)(i) notify the Administrative Agent in writing on or prior to the extent a Loan Party or date any payment thereof would have been required hereunder of the intent to reinvest such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable Extraordinary Receipts in the business of a Borrower Party and identifies the Borrowers or long-term assets which shall constitute such Subsidiary reinvestment within 180 days after of the date of receipt of such disposition or Event proceeds and (ii) confirm that such Extraordinary Receipts have been deposited into a Blocked Account, which Extraordinary Receipts when so deposited (A) shall constitute Collateral, securing the payment of Loss; provided that the Obligations then outstanding, (B) may be withdrawn by the applicable Borrower notifies Agent Party solely to reinvest in such identified long-term assets that are useful in the business of such Borrower Party and (C) shall, upon the Administrative Agent’s request following the occurrence and during the continuance of an Event of Default, be applied (or an amount equal to such Extraordinary Receipts shall be applied) to the prepayment of the Obligations as set forth above in Section 2.6(b) and (b) deliver a certificate from the Borrower to the Administrative Agent that states that the Borrower Parties have reinvested such Extraordinary Receipts in the business of a Borrower Party within 180 days of the date of receipt of such proceeds (the “Extraordinary Receipts Reinvestment Period”). If and to the extent such Extraordinary Receipts are not fully reinvested during the Extraordinary Receipts Reinvestment Period, an amount equal to such remaining Extraordinary Receipts is required to be applied to prepay the Obligations in accordance with Section 2.6(b) immediately upon the expiration of the Extraordinary Receipts Reinvestment Period. (v) On the date that is ten (10) Business Days after the earlier of (A) the date on which the quarterly unaudited financial statements for any fiscal quarter (commencing with the fiscal quarter ending June 30, 2018) are delivered pursuant to Section 7.1(b), or (B) the date on which such financial statements were required to be delivered pursuant to Section 7.1(b) (the “ECF Prepayment Date”), the Borrower Parties shall make a mandatory prepayment of the Obligations in an amount equal to fifty percent (50%) of Excess Cash Flow for such fiscal quarter in accordance with Section 2.6(b). Each such prepayment shall be accompanied by a certificate signed by an Authorized Signatory of the Borrower Parties certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance satisfactory to the Administrative Agent. (vi) Any payments due under this Section 2.6(c) shall be accompanied by all accrued interest on the principal amount of the Loans being prepaid and applied in the manner set forth in Section 2.10 and shall be subject to any applicable prepayment premiums set forth herein and in the other Loan Documents. Within the parameters of the applications set forth above, prepayments of the Term Loans pursuant to this Section 2.6(c) shall be applied first to Base Rate Advances and then to Eurodollar Advances in direct order of Eurodollar Advance Period maturities. Nothing in this Section 2.6(c) shall be deemed to allow the Borrower Parties to issue Equity Interests or incur Funded Debt except as otherwise not prohibited by this Agreement and the other Loan Documents. Notwithstanding anything contained in this Section 2.6(c) to the contrary, each Lender shall be permitted in its sole discretion to decline all or any portion of any mandatory prepayment required pursuant to the terms hereof, other than mandatory prepayments required under clause (v) of this Section 2.6(c). (vii) The Borrower shall give prior written notice of any prepayment required under this Section 2.6(c) to the Administrative Agent as far in advance thereof as is reasonably practicable (and in any event at least three Business Days prior thereto), and, except with respect to prepayments required pursuant to clause (v) above, deliver to the Administrative Agent at least three Business Days prior to making of each such prepayment, a certificate signed by an Authorized Signatory of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment. Each notice of prepayment shall specify the prepayment date and the principal amount of the Term Loans to be prepaid. Notwithstanding anything to the contrary herein, failure to provide such notice hereunder shall not preclude the Borrower’s or ability to make such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyprepayment hereunder.

Mandatory Prepayments. In addition If any Equity Interests (including equity-linked securities and preferred equity, but excluding Equity Interests issued pursuant to any prepayment required employee stock plan or issued to the Borrower or any Subsidiary) shall be issued or sold, or Indebtedness under clauses (a), (b) or, if such Net Cash Proceeds are received in accordance connection with Section 10.2 as a result Capital Lease entered into in connection with a sale and lease back transaction, clause (g) of an Event the definition thereof incurred, by the Borrower or any of Default hereunderits Subsidiaries, then within 3 Business Days of the date of such issuance, sale or incurrence, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery prepaid, and the Commitments shall be permanently reduced by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient equal to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received of such issuance, sale or incurrence (excluding (A) all Net Cash Proceeds from (w) the issuance of commercial paper by a Loan Party and/or the Borrower, (x) any Indebtedness incurred by any such Subsidiary permitted by Section 6.02 (other than paragraph (m) thereof), (y) any Indebtedness incurred by the Borrower that it would have been permitted to incur in respect reliance on Section 6.02 (other than paragraph (m) thereof) if such Section including clauses (a) through (l) thereof applied to the Borrower and (z) any Indebtedness of the Borrower under this Agreement and (B) within five the first $25,000,000 of Net Cash Proceeds in the aggregate from the incurrence of Indebtedness under clause (5a), (b) Business Days of receipt thereof by or, if such Net Cash Proceeds are received in connection with a Loan Party and/or such Subsidiary Capital Lease entered into in connection with a sale and lease back transaction, clause (g) of the Net Proceeds of such disposition or Event of Loss, definition thereof received by the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Borrower and/or any Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyEffective Date).

Mandatory Prepayments. In addition to (a) If, after the Merger Effective Time, any prepayment required Indebtedness shall be incurred by the Parent or any of its Subsidiaries (other than any permitted Indebtedness incurred in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans 7.2 (except for Credit Agreement Refinancing Indebtedness which shall be subject to mandatory prepayment as follows: applied in accordance with clause (iiii) immediately upon discovery by or notice to Borrowers that any of the lending limits definition thereof)), an amount equal to 100.0% 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 2.1(a2.13(d). (b) If on any date after the Merger Effective Time the Parent or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, an amount equal to 100% of the Net Cash Proceeds shall be applied on the fifth Business Day following the receipt thereof toward the prepayment of the Term Loans as set forth in Section 2.13(d); provided, that, notwithstanding the foregoing, at the option of the Parent, the Parent may reinvest the Net Cash Proceeds in the business of the Parent or any of its Subsidiaries within (x) 18 months following the receipt of such Net Cash Proceeds or (y) 24 months following the receipt of such Net Cash Proceeds, in the event that the Parent or any of its Subsidiaries shall have entered into a binding commitment within 18 months following the receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds in the business of the Parent or any of its Subsidiaries (it being understood that if any portion of such Net Cash Proceeds are no longer intended to be reinvested or are not reinvested within such 24-month period, an amount equal to 100% of such Net Cash Proceeds shall be applied on the fifth Business Day after the Parent reasonably determines that such Net Cash Proceeds are no longer intended to be or are not reinvested within such 24-month period toward prepayment of the Term Loans as set forth in Section 2.13(d)); provided that if at the time that any such prepayment would be required, the Parent or any of its Subsidiaries is required to prepay or offer to repurchase with the Net Cash Proceeds of such Asset Sale or Recovery Event any Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness, Ratio Debt, Incurred Acquisition Debt or any other Indebtedness outstanding at such time, in each case that is secured by a Lien on the Collateral that is pari passu (but without regard to the control of remedies) with the Liens securing the Obligations pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be offered to be so repurchased, “Other Applicable Asset Sale Indebtedness”), then the Parent may apply the Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Asset Sale Indebtedness at such time) to the prepayment of such Other Applicable Asset Sale Indebtedness; it being understood that the portion of the Net Cash Proceeds allocated to the Other Applicable Asset Sale Indebtedness shall not exceed the amount of the Net Cash Proceeds required to be allocated to the Other Applicable Asset Sale Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. (c) [Reserved]. (d) The application of any prepayment pursuant to Section 2.13(a) or (b) shall reduce the outstanding principal amounts of the Term Loans held by the Lenders on a pro rata basis and shall be applied to the remaining scheduled principal installments thereof as directed by the Company (and, in the absence of such direction, in direct order of maturity). The application of any prepayment of Term Loans pursuant to this Section 2.5(a2.13 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 2.13 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) have been exceededEach Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by a Borrower pursuant to Section 2.13(b), to decline all (but not a portion) of its prepayment (such declined amounts, the “Declined Proceeds”), which Declined Proceeds may be retained by the Parent and used for any purpose not prohibited hereunder; provided that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.13(a) above to the extent that such prepayment is made with the proceeds of any Credit Agreement Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans. If any Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its ratable percentage of any mandatory prepayment within the time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such Lender’s ratable percentage of the total amount of such mandatory prepayment of the Term Loans. (f) [Reserved]. (g) If at any time the Total Revolving Extensions of Credit exceed 105% of the Total Revolving Commitments, the Borrowers shall pay Agent shall, within one Business Day of notice thereof from the Administrative Agent, prepay the Revolving Loans in an amount equal to the amount of such excess or, to the extent the principal amount of Revolving Loans outstanding is less than the amount of such excess, cash collateralize L/C Obligations in respect of any Letters of Credit (in an amount equal to 101% of the undrawn face amount thereof) (or backstop or provide credit support reasonably acceptable to the applicable Issuing Lender), in each case to the extent necessary to eliminate any such excess. (h) Notwithstanding any other provisions of Section 2.13, to the extent any or all of the Net Cash Proceeds from any Asset Sale or Recovery Event received by a Foreign Subsidiary are prohibited or delayed by any applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Lenders an amount sufficient Parent or any applicable Domestic Subsidiary (the Parent hereby agreeing to reduce the outstanding principal balance of cause the applicable Loans Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation as long as such repatriation does not create a non-de minimis adverse tax consequence) or if the Parent has determined in good faith that repatriation of any such amount to the Parent or any applicable maximum allowed Domestic Subsidiary would have non-de minimis adverse tax consequences with respect to such amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent portion of such proposed disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall so affected will not be required to be applied to prepay Term Loans at the extent a Loan Party times provided in this Section 2.13 but may be retained by the applicable Foreign Subsidiary for 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 Parent or the applicable Domestic Subsidiary, or the Parent believes in good faith that such Subsidiary reinvests the Net Proceeds non-de minimis adverse tax consequence would result, and once such repatriation of any of such disposition affected Net Cash Proceeds is permitted under the applicable local law or Event the Parent determines in good faith that such repatriation would no longer would have such non-de minimis adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of Loss in productive assets of additional taxes payable or reasonably estimated to be payable as a kind then used or usable in result thereof) to the business prepayment of the Borrowers applicable Term Loans as otherwise required pursuant to this Section 2.13; provided that, notwithstanding the foregoing, the Parent and the applicable Foreign Subsidiary shall have no obligation to repatriate any Net Cash Proceeds (or such Subsidiary within 180 days take any further action with respect thereto) from and after the date that is twelve months after the receipt of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyNet Cash Proceeds.

Mandatory Prepayments. In addition to (a) Unless the Majority Facility Lenders in respect of the Term Loan Facility shall otherwise agree, (i) if any prepayment required Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 10.2 7.2 as in effect on the date of this Agreement), 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 2.12(d) and Section 2.18(b) and (ii) if any Capital Stock shall be issued after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any issuance of Capital Stock (x) the proceeds of which constitute Designated Equity Amounts or (y) issued as compensation to employees of Holdings, the Company or any of its Subsidiaries or to management of Holdings or any of its Subsidiaries in the ordinary course of business), 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 Loans as set forth in Section 2.12(d) and Section 2.18(b). (b) Unless the Majority Facility Lenders in respect of the Term Loan Facility 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 as set forth in Section 2.12(d) and Section 2.18(b); 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, (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 as set forth in Section 2.12(d) and Section 2.18(b) 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 Majority Facility Lenders in respect of the Term Loan Facility 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 as set forth in Section 2.12(d) and Section 2.18(b). 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 delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) The application of any prepayment pursuant to this Section shall 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 an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment). Each prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment Term Loans under this Section shall not be required accompanied by accrued interest to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that prepayment on the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyamount prepaid.

Mandatory Prepayments. In addition (a) If any Capital Stock or Indebtedness shall be issued or incurred by any Group Member (excluding any Excluded Issuance and any Indebtedness permitted by Section 7.2(a) through (s)) an amount equal to any 50% of such Net Cash Proceeds in the case of Capital Stock and 100% of the Net Cash Proceeds in the case of Indebtedness shall be applied by the Borrower on the date of receipt thereof by such Group Member toward the prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a2.9(e). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Section 2.5(a) Recovery Event then, unless a Reinvestment Notice shall have been exceededtimely delivered in respect thereof, Borrowers an amount equal to 100% of such Net Cash Proceeds shall pay Agent for the benefit be applied by or on behalf of the Lenders an amount sufficient to reduce Borrower no later than the outstanding principal balance end of the applicable fiscal month in which such Net Cash Proceeds are received (or, if the aggregate amount of such Net Cash Proceeds is less than $15,000,000, no later than the end of the fiscal month following the fiscal month in which such Net Cash Proceeds are received) toward the prepayment of the Loans as set forth in Section 2.9(e); provided that notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing prepayment requirement pursuant to Reinvestment Notices shall not exceed $100,000,000 in any fiscal year of the applicable maximum allowed amount, Borrower and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If 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 2.9(e). (c) If, for (i) the period from the first anniversary of the Closing Date through the end of the then current fiscal year of the Borrower or (ii) 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 Loans as set forth in Section 2.9(e). Each such prepayment shall be made on a Loan Party 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 delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Following the establishment of any Receivable Financing Transaction by the Borrower or any Subsidiary of a Loan Party shall at any time or from time its Domestic Subsidiaries, an amount equal to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary 100% of the Net Cash Proceeds thereof shall be promptly applied by or on behalf of such disposition or Event the Borrower toward the prepayment of Loss, the Borrowers shall deliver, or cause Loans as set forth in Section 2.9(e). (e) Amounts to be delivered, such excess Net Proceeds applied in connection with prepayments made pursuant to Agent for distribution to this Section 2.9 shall be made ratably among the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event The application of Default has occurred and is continuingany prepayment made pursuant to this Section 2.9 shall be made, such first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after Loans under Section 2.9 shall be accompanied by accrued interest to the date of such disposition or Event of Loss; provided that prepayment on the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent amount prepaid, the Exit Fee owing pursuant to reinvest and Section 2.6(a) (if applicable) and, if a Eurodollar Loan is prepaid on any day other the last day of the completion of such reinvestment at Interest Period applicable thereto, the time such proceeds are received and when such reinvestment occurs, respectivelyBorrower shall also pay amounts owing pursuant to Section 2.18.

Mandatory Prepayments. In addition accordance with the procedures set forth in Section 2.4(c), (i) if any Debt shall be incurred by the Borrower or any Subsidiary (excluding any Debt permitted to any prepayment required be incurred in accordance with ▇▇▇▇▇▇▇ ▇.▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ (▇), (▇), (▇) (but only with respect to the first $10,000,000 of Debt for borrowed money outstanding pursuant to paragraph (j) from time to time), (k) and (l) thereof) after the Closing Date, an amount equal to the CRA Ratable Share of 100% of the Net Cash Proceeds thereof shall be applied to prepayment of the Loans as set forth in clause (c) below; (ii) if at any time after the second anniversary of the Closing Date any Capital Stock shall be issued by the Borrower or any Subsidiary other than to the Borrower or a Wholly Owned Subsidiary (including in any public, private or “PIPE” transaction), an amount equal to the CRA Ratable Share of 50% of the Net Cash Proceeds thereof shall be applied to prepayment of the Loans as set forth in clause (c) below; (iii) if the Borrower or any Subsidiary (other than an SPE Subsidiary) receives any Realized Proceeds after the Closing Date, an amount equal to the Prepayment Percentage of such Realized Proceeds shall be deposited in the Prepayment Deposit Account, and an amount equal to the CRA Ratable Share thereof shall be applied to prepayment of the Loans as set forth in clause (c) below. For purposes of determining prepayments under this Section 10.2 2.4(b)(iii) with respect to Secondary Realized Proceeds, only that portion of any Secondary Realized Proceeds equal to the CRA Ratable Share of the Prepayment Percentage multiplied by the excess of such Secondary Realized Proceeds over the amount of the Retained Cash used to make the applicable Portfolio Investment (if greater than zero) shall be required to be applied to prepayment of the Loans; and (iv) if, for any Fiscal Year of the Borrower (or, in the case of Fiscal Year 2010, the portion thereof beginning on July 1, 2010), there shall be Excess Cash Flow, an amount equal to the CRA Ratable Share of the Prepayment Percentage of Excess Cash Flow for such Fiscal Year shall be required to be applied to prepayment of Loans as a result set forth in clause (c) below; provided that (x) the aggregate amount of funds from any source required to be applied to the repayment of the Loans pursuant to this Section 2.4(b) shall be reduced by an Event amount equal to the Excess Closing Payment and (y) no prepayment of Default hereunder, the Loans shall be subject required pursuant to mandatory prepayment as follows: (ithis Section 2.4(b) immediately upon discovery by or notice and no deposits in the Prepayment Deposit Account pursuant to Borrowers Section 2.4(c) shall be required until the aggregate amount that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent but for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time clause (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds above would be required to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution applied to the Lenders as a prepayment of the Loans. Notwithstanding Loans pursuant to this Section 2.4(b) exceeds the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyExcess Closing Payment.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of (i) Asset Dispositions (other than an Event of Default hereunder, Loss). Upon the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose occurrence of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer Asset Disposition other than an Event of Loss, then (A) the Borrowers Borrower shall promptly notify Agent of such proposed disposition or Event of Loss (including prepay the Loans and the aggregate unpaid amount of all Letter of Credit Obligations owing with respect to such Letters of Credit at such time or cash collateralize, at 100% of the estimated face amount thereof, the Letters of Credit, in accordance with Section 2.06(b)(vi), in an amount equal to 100% of any Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) three Business Days of receipt thereof by a Loan Party and/or such Subsidiary the Borrower or any Restricted Subsidiary; provided, however, that, at the election of the Net Proceeds Borrower (as notified by the Borrower to the Administrative Agent within three Business Days of receipt of such disposition or Event of LossNet Proceeds), and so long as no Default shall have occurred and be continuing, the Borrowers shall deliverBorrower or any Restricted Subsidiary may, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 365 days after the date receipt of such disposition Net Proceeds, use any such proceeds (A) to invest in operating assets of the Borrower and the Restricted Subsidiaries, (B) to acquire all or Event substantially all of Lossthe assets of, or any Equity Interests of, any Person which if it were a Restricted Subsidiary would be considered to be engaged in a Permitted Business, provided that, after giving effect to such acquisition of Equity Interests, such Person is or becomes a Restricted Subsidiary, (C) to make Capital Expenditures for the Borrower or any Restricted Subsidiary or (D) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Permitted Business of the Borrower or the Restricted Subsidiaries; provided that such Net Proceeds shall be held in a segregated bank account designated by the applicable Collateral Agent subject to an Account Control Agreement until such time as they are used to prepay the Loans and the aggregate unpaid amount of all Letter of Credit Obligations owing with respect to such Letters of Credit at such time or cash collateralize, at 100% of the face amount thereof, the Letters of Credit in accordance with Section 2.06(b)(vi) and/or are used in accordance with this Section 2.06(b)(i). In the event that any Net Proceeds are not used in accordance with this Section 2.06(b)(i) by the Borrower notifies Agent prior to the earlier of (A) the last day of such Borrower’s 365 day period and (B) the date of the occurrence of a Default, the Borrower shall immediately prepay the Loans and the aggregate unpaid amount of all Letter of Credit Obligations owing with respect to such Letters of Credit at such time or cash collateralize, at 100% of the face amount thereof, the Letters of Credit on the last day of such period (or such Subsidiary’s intent to reinvest and of earlier date, as the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelycase may be) in accordance with Section 2.06(b)(vi).

Mandatory Prepayments. In addition (a) Not later than the tenth Business Day following the receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale or Property Loss Event, the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds received by the Borrower or any prepayment required of its Restricted Subsidiaries with respect thereto, (subject to the restrictions set forth herein) to prepay outstanding Term Loans in accordance with Section 10.2 as a result of an Event of Default hereunder2.13(d); provided, however, that, the Loans foregoing percentage shall be subject reduced to mandatory prepayment as follows: (i) immediately upon discovery by 50% if the Total Net Leverage Ratio is less than or notice equal to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient 6.00 to reduce the outstanding principal balance of the applicable Loans 1.00 but greater than 5.00 to the applicable maximum allowed amount, 1.00 and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party 0% if the Total Net Leverage Ratio is less than or any Subsidiary equal to 5.00 to 1.00, in each case, determined by reference to the most recently delivered Pricing Certificate at the time of a Loan Party shall at any time or from time to time (x) directly or indirectlyreceipt of such Net Cash Proceeds; and provided, sellfurther, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then that if (A) prior to the Borrowers shall promptly notify date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intent to reinvest such proposed disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers Borrower and its Restricted Subsidiaries (including any Related Business Assets) and (B) no Event of Default shall have occurred and be continuing at the time of such proposed reinvestment, and no Event of Default under clause (b), (c), (g) or (h) of Section 7.01 (each, a “Specified Default”) shall have occurred and shall be continuing at the time of proposed reinvestment (unless, in the case of such Subsidiary Specified Default, such reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was continuing), then the Borrower shall not be required to prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 180 365 days after the date of receipt of such disposition Net Cash Proceeds (or, within such 365 day period, the Borrower or Event any of Lossits Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 180 days after such binding commitment is so entered into); provided, however, that (I) if any Net Cash Proceeds are not reinvested or applied as a repayment on or prior to the last day of the applicable application period, such Net Cash Proceeds shall be applied within five Business Days to the prepayment of the Term Loans as set forth above (without regard to the immediately preceding proviso) and (II) if, as a result of any Prepayment Asset Sale or Property Loss Event, the Borrower would be required to prepay or make an “offer to purchase” the Specified Senior Indebtedness pursuant to the terms of the Specified Senior Indebtedness Documentation or any other Material Indebtedness, in any such case prior to the expiry of the foregoing reinvestment or repayment periods, the Borrower shall apply the relevant percentage of such Net Cash Proceeds as required above by this paragraph (a) to prepay Term Loans in accordance with Section 2.13(d) on the day immediately preceding the date of such required “offer to purchase” (without regard to the immediately preceding proviso). (b) No later than the tenth Business Day following the delivery of the Section 5.04 Financials under Section 5.04(a) (commencing with the fiscal year ended December 31, 2008), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(d) in an aggregate principal amount equal to the excess, if any, of (i) the applicable ECF Percentage of Excess Cash Flow for the fiscal year then ended over (ii) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.12 and “Revolving Loans” (to the extent accompanied by a permanent reduction of the “Revolving Credit Commitments” each as defined under the Revolving Credit Agreement) during such fiscal year or on or prior to the date such payment is required to be made (without duplication), in each case to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness). (c) In the event that the Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness (other than any cash proceeds from the issuance or incurrence of Indebtedness permitted pursuant to Section 6.01), the Borrower shall no later than the third Business Day following the receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(d). (d) Prior to the repayment in full of all Term Loans and all Obligations (other than contingent obligations) relating thereto, all prepayments required by this Section 2.13 shall be applied to the repayment of the Term Loans until paid in full (based on the principal amounts of such Term Loans on the date of prepayment and applied against the remaining scheduled installments of principal due in respect of the Term Loans in the direct order of maturity); provided that to the applicable extent an Event of Default then exists, such prepayment shall instead be applied in accordance with Section 2.17(b). (e) Notwithstanding anything to the contrary contained in this Section 2.13 or elsewhere in this Agreement including in Section 9.08, the Borrower notifies shall have the option in its sole discretion to give the Lenders the option to waive their pro rata share of a mandatory prepayment of Term Loans which is to be made pursuant to Section 2.13(a), (b) or (c) (each such repayment a “Waivable Mandatory Prepayment”) upon the terms and provisions set forth in this Section 2.13(e). If the Borrower elects to exercise the option referred to in the immediately preceding sentence the Borrower shall give to the Administrative Agent written notice of its intention to give the Lenders the right to waive a Waivable Mandatory Prepayment including in such notice the aggregate amount of such proposed prepayment not later than 12:30 p.m. five Business Days prior to the date of the proposed prepayment which notice the Administrative Agent shall promptly forward to all Lenders indicating in such notice the amount of such prepayment to be applied to each such Lender’s outstanding Term Loans. The Borrower’s offer to permit the Lenders to waive any such Waivable Mandatory Prepayment may apply to all or part of such Subsidiary’s intent prepayment, provided that any offer to reinvest and waive part of such prepayment must be made ratably to the Term Loan Lenders (based on the principal amount of the completion Term Loans on the date of prepayment). In the event that any such Lender desires to waive its pro rata share of such reinvestment at Lender’s right to receive any such Waivable Mandatory Prepayment in whole or in part such Lender shall so advise the time Administrative Agent no later than 4:00 p.m. on the date which is two Business Days after the date of such proceeds are received notice from the Administrative Agent and when the Administrative Agent shall promptly thereafter notify the Borrower thereof which notice shall also include the amount such reinvestment occursLender desires to receive in respect of such prepayment. If any Lender does not reply to the Administrative Agent within such two Business Day period such Lender will be deemed not to have waived any part of such prepayment. If any Lender does not specify an amount it wishes to receive such Lender will be deemed to have accepted 100% of its share of such prepayment. In the event that any such Lender waives all or part of its share of any such Waivable Mandatory Prepayment the Borrower shall retain 100% of the amount so waived by such Lender. Notwithstanding anything to the contrary contained above if one or more Lenders waives its right to receive all or any part of any Waivable Mandatory Prepayment but less than all the Lenders waive in full their right to receive 100% of the total Waivable Mandatory Prepayment otherwise required with respect to the Term Loans, respectivelythen the amount actually applied to the repayment of Term Loans of Lenders which have waived all or any part of their right to receive 100% of such prepayment shall be applied to each then outstanding Borrowing of Term Loans on a pro rata basis so that each Lender with outstanding Term Loans shall after giving effect to the application of the respective repayment maintain the same percentage as determined for such Lender but not the same percentage that the other Term Loan Lenders hold and not the same percentage held by such Lender prior to prepayment of each Borrowing of Term Loans which remains outstanding after giving effect to such application. Notwithstanding anything to the contrary Lenders shall not have the right to waive mandatory prepayments under this Section 2.13 except as set forth in this Section 2.13(e).

Mandatory Prepayments. In addition to (a) Immediately upon receipt by the Borrower or any prepayment required in accordance with Section 10.2 as a result of an Event its Subsidiaries of Default hereunderany proceeds of any sale or disposition by the Borrower or any of its Subsidiaries of any of its assets, or any proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings, the Loans Borrower shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of prepay the lending limits set forth Obligations in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient equal to reduce the outstanding principal balance all such proceeds, net of the applicable Loans commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to the applicable maximum allowed amount, and such amount shall become due transaction and payable by Borrowers without the necessity of a demand by Agent or any LenderBorrower in connection therewith (in each case, paid to non-Affiliates); and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) provided that the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment Borrower shall not be required to prepay the Obligations with respect to (i) proceeds from the sales of inventory in the ordinary course of business, (ii) proceeds from the sales of assets securing Indebtedness permitted under Section 7.1(c) to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of proceeds are used to repay such disposition or Event of Loss Indebtedness, (iii) proceeds from other asset sales permitted under Section 7.6(f) and (iv) proceeds that are reinvested in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary Borrower and its Subsidiaries within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time following receipt thereof, so long as such proceeds are received held in deposit accounts and/or securities accounts that are, in each case, either (x) subject to Control Account Agreements in favor of the Administrative Agent or (y) Lender Accounts, in each case of clauses (x) and when (y), until such reinvestment occursproceeds are reinvested. Any such prepayment shall be applied in accordance with subsection (c) of this Section. (b) In the event that the Borrower or any of its Subsidiaries receives proceeds from the issuance or incurrence of Indebtedness by the Borrower or any of its Subsidiaries that is not permitted under Section 7.1, respectivelythe Borrower shall, substantially simultaneously with (and in any event not later than the fifth succeeding Business Day) the receipt of such proceeds by the Borrower or its applicable Subsidiary, apply an amount equal to 100% of such proceeds, net of all fees, commissions, costs, underwriting discounts and other fees and expenses incurred in connection therewith, to prepay the Obligations in accordance with subsection (c) of this Section. In the event that the Borrower or any of its Subsidiaries receives proceeds from the issuance or incurrence of Indebtedness that constitutes (i) Incremental Term Loans or Revolving Loans in respect of Incremental Revolving Commitments, in each case incurred to refinance all or any portion of the Term Loans, (ii) Extended Term Loans or Revolving Loans in respect of Extended Revolving Commitments, in each case incurred to refinance all or any portion of the Term Loans or (iii) Other Refinancing Loans incurred to refinance all or any portion of the Term Loans, the Borrower shall, substantially simultaneously with (and in any event not later than the fifth succeeding Business Day) the receipt of such proceeds by the Borrower or its applicable Subsidiary, apply an amount equal to 100% of such proceeds, net of all fees, commissions, costs, underwriting discounts and other fees and expenses incurred in connection therewith, to prepay the outstanding principal amount of the relevant Term Loans and, thereafter, to prepay the Obligations in accordance with subsection (c) of this Section. (c) Any prepayments made by the Borrower pursuant to subsection (a) or (b) of this Section shall be applied as follows: first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, unless otherwise provided in the applicable Incremental Commitment Joinder, Extended Facility Agreement or Refinancing Amendment, as applicable, to the principal balance of any then outstanding Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of such Term Loans, and applied to installments of such Term Loans on a pro rata basis (including, without limitation, the final payment due on the Maturity Date); fifth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and seventh, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. (d) If at any time the aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.8 or otherwise increased pursuant to Section 2.23, the Borrower shall immediately repay the Swingline Loans and the Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each prepayment shall be applied as follows: first, to the Swingline Loans to the full extent thereof; second, to the Revolving Loans that are Base Rate Loans to the full extent thereof; and third, to the Revolving Loans that are Eurodollar Loans to the full extent thereof. If, after giving effect to prepayment of all Swingline Loans and Revolving Loans, the aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to such excess plus any accrued and unpaid fees thereon.

Mandatory Prepayments. In addition to (i) Immediately upon the receipt by Borrower or any prepayment required of its Subsidiaries of the proceeds of any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries of property or assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), or (d) of the definition of Permitted Dispositions), Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 10.2 2.4(d) in an amount equal to 100% of the Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as a result of an (A) no Default or Event of Default hereundershall have occurred and is continuing, (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the Loans costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, (C) the monies are held in a cash collateral account in which Agent has a perfected first-priority security interest, and (D) Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Borrower and its Subsidiaries shall have the option to apply such monies to the costs of replacement of the property or assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Borrower and its Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be subject paid to mandatory prepayment as follows: (iAgent and applied in accordance with Section 2.4(d). Nothing contained in this Section 2.4(c)(i) immediately upon discovery by shall permit Borrower or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient its Subsidiaries to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer sell or otherwise dispose of any asset property or assets other than in accordance with Section 6.4. (ii) Immediately upon the receipt by Borrower or any of its Subsidiaries of any Extraordinary Receipts, Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d) in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iii) Immediately upon the issuance or incurrence by Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness permitted under Section 6.1(a), (b), (c), (d), (e), (f), (g) or (h)), Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance or incurrence. The provisions of this Section 2.4(c)(iii) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (iv) Within 10 days of delivery to Agent and the Lenders of audited annual financial statements pursuant to Section 8.5(d5.3, commencing with the delivery to Agent and the Lenders of the financial statements for Borrower’s fiscal year ended December 31, 2008 or, if such financial statements are not delivered to Agent and the Lenders on the date such statements are required to be delivered pursuant to Section 5.3, 10 days after the date such statements are required to be delivered to Agent and the Lenders pursuant to Section 5.3, Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d) or in a manner not permitted hereunder or (y) suffer an Event amount equal to 50% of Loss, then the Excess Cash Flow of Borrower and its Subsidiaries for such fiscal year; provided that (A) if the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount Leverage Ratio as of the estimated Net Proceeds end of the fiscal year ending December 31, 2008 is less than 1.25:1.00, the foregoing percentage shall be reduced to be received by a Loan Party and/or 25% with respect to such Subsidiary in respect thereof) year and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary if the Leverage Ratio as of the Net Proceeds end of such disposition or Event of Lossany subsequent fiscal year is less than 1.00 to 1.00, the Borrowers foregoing percentage shall deliver, or cause be reduced to be delivered, 25% with respect to such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelysubsequent year.

Mandatory Prepayments. In addition to (a) If any prepayment required Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 10.2 as a result 7.2), an amount equal to one hundred percent (100%) of an Event of Default hereunder, the Loans Net Cash Proceeds thereof shall be subject to mandatory applied on the date of such incurrence toward the prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits Delayed Draw Term Loans and other amounts as set forth in Section 2.1(a2.12(e). (b) or Section 2.5(a) have been exceededIf on any date any Group Member shall receive Net Cash Proceeds from any Extraordinary Receipts in an amount in excess of Two Million Dollars ($2,000,000), Borrowers shall pay then, to the extent required in writing by the Administrative Agent for (acting at the benefit direction of the Lenders Required Lenders), an amount sufficient equal to reduce the outstanding principal balance one hundred percent (100%) of the applicable Net Cash Proceeds thereof shall be applied on the date such Net Cash Proceeds are received toward the prepayment of the Delayed Draw Term Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; andother amounts as set forth in Section 2.12(e). (iic) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within Within five (5) Business Days after any Group Member (or the Administrative Agent as loss payee or assignee) receives any Net Cash Proceeds from any Asset Sale or Recovery Event in excess of receipt thereof by a Loan Party and/or such Subsidiary One Million Dollars ($1,000,000) in any fiscal year of the Borrower (such excess amount the “Excess Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be deliveredCash Proceeds”), such excess Excess Net Cash Proceeds to Agent for distribution to shall be applied toward the Lenders as a prepayment of the Loans. Notwithstanding the foregoing Loans and other amounts as set forth in Section 2.12(e); provided that so long as no Event of Default has occurred and is continuingcontinuing on the date such Group Member received such Excess Net Cash Proceeds and at all times thereafter until such time as such amounts have been reinvested as described below, the recipient (other than Administrative Agent) may (a) reinvest the amount of any such prepayment shall not be required to Excess Net Cash Proceeds within one hundred eighty (180) days of the extent receipt thereof or (b) enter into a Loan Party or binding commitment within one hundred eighty (180) days of the receipt thereof and, in such Subsidiary reinvests the event, reinvest such Excess Net Cash Proceeds of such disposition or Event of Loss within three hundred sixty-five (365) days after receipt thereof, in productive each case, in assets of a kind then used or usable in the business of such recipient; provided, that if the Borrowers recipient does not intend to fully reinvest such Excess Net Cash Proceeds, or if the time periods set forth in this sentence expire without such Subsidiary recipient having reinvested such Excess Net Cash Proceeds, the Loan Parties shall prepay the Loans in an amount equal to such Excess Net Cash Proceeds (to the extent not reinvested or intended to be reinvested within 180 days after such time period). (d) [reserved]. (e) Notwithstanding anything to the contrary contained herein, amounts to be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied to the prepayment of installments due in respect of the Delayed Draw Term Loans in reverse order of maturity and in accordance with Sections 2.3 and 2.18(b) (provided that any Delayed Draw Term Loan Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”)), in which case the Declined Amount shall be distributed first, to the prepayment, on a pro rata basis, of the Delayed Draw Term Loans held by Delayed Draw Term Loan Lenders that have elected to accept such Declined Amounts; second, to the extent of any residual, if no Delayed Draw Term Loans remain outstanding, to the prepayment of the Revolving Loans in accordance with Section 2.18(c) (with no corresponding permanent reduction in the Revolving Commitments); and third, to the extent of any residual, if no Delayed Draw Term Loans or Revolving Loans remain outstanding, to the replacement of outstanding Letters of Credit and/or the deposit of an amount in cash (in an amount not to exceed 103% of the then existing L/C Exposure) in a Cash Collateral account established with the Administrative Agent for the benefit of the L/C Lenders on terms and conditions satisfactory to the Issuing Lender. Each prepayment of the Loans under this Section 2.12 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans, in the event all Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the date of such disposition prepayment on the amount prepaid. The Borrower shall deliver to the Administrative Agent and each Delayed Draw Term Loan Lender notice of each prepayment of Delayed Draw Term Loans in whole or Event of Loss; provided that in part pursuant to this Section 2.12 not less than five (5) Business Days prior to the applicable Borrower notifies Agent date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such Borrower’s prepayment and (iii) the options of each Delayed Draw Term Loan Lender to (x) decline or such Subsidiary’s intent to reinvest and of the completion accept its share of such reinvestment prepayment and (y) to accept Declined Amounts. Any Delayed Draw Term Loan Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify the Administrative Agent by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. (f) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such proceeds are received prepayment or reduction and when (ii) to the extent practicable, at least ten (10) days prior written notice of such reinvestment occursprepayment or reduction (and the Administrative Agent shall promptly provide the same to each Lender). Each notice of prepayment shall specify the prepayment or reduction date, respectivelythe Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. (g) No prepayment fee shall be payable in respect of any mandatory prepayments made pursuant to this Section 2.12.

Mandatory Prepayments. In addition Subject to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder11.20, the Loans Borrower shall prepay (or cause to be subject to mandatory prepayment as followsprepaid) Loans: (i) immediately upon discovery in connection with a Change of Law to the extent required by or notice Section 2.7.2; (ii) in connection with the receipt of Loss Proceeds to Borrowers that any the extent required by Section 4.8.2 of the lending limits Depositary Agreement; (iii) to the extent that the sum of (x) the aggregate principal amount of Loans outstanding plus (y) the aggregate face amount of all Letters of Credit Outstanding, exceeds the amounts set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any LenderBudgets; and (iiiv) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party expressly required by any other provision of this Agreement or any other Credit Document." (n) Section 2.1.8 is further amended by amending and restating the last paragraph as follows: "Except as otherwise expressly set forth herein, prepayments of less than all of the outstanding Loans made pursuant to clauses (ii) through (iv) above shall be applied (subject to Section 11.20) first, to the prepayment of outstanding Tranche A Construction Loans and Working Capital Loans, pro rata until all Tranche A Construction Loans and Working Capital Loans have been repaid in full; second, to the prepayment of Project LC Loans on account of Primary Letters of Credit until all such Subsidiary reinvests Project LC Loans have been repaid in full; third, to the Net Proceeds cash collateralization of all Primary Letters of Credit outstanding in an amount up to 105% of the aggregate face amount thereof; fourth, to the prepayment of outstanding Tranche B Construction Loans, in accordance with the principal amounts of such disposition or Event Tranche B Construction Loans then outstanding, until all such Tranche B Construction Loans have been repaid in full; fifth, to the prepayment of Loss Project LC Loans on account of Secondary Letters of Credit until all such Project LC Loans have been repaid in productive assets full; and sixth, to the cash collateralization of a kind then used or usable all Secondary Letters of Credit outstanding in the business an amount up to 105% of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest aggregate face amount thereof." (o) Section 2.2.2 is amended and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.restated in its entirety as follows:

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 Borrower shall make mandatory prepayments (“Mandatory Prepayments”) as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(athis Section. Borrower shall make Mandatory Prepayments to the Senior Note Holders for amounts owing under the Senior Notes and to the lenders under the Rabobank Agreement (a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders in an amount sufficient equal to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary 100% of the Net Proceeds of such disposition Stock and 100% of the Net Cash Proceeds received by Borrower or Event a Subsidiary in respect of Loss, any offering by Borrower of Subordinated Debt (other than an offering which increases the Borrowers shall deliveroutstandings under Borrower’s Subordinated Loan Certificates, or cause Subordinated Capital Certificates of Interest in existence prior to the Execution Date and described on Exhibit 4.7 hereto); (b) in an amount equal to 100% of the Net Cash Proceeds from any sale or other disposition by Borrower of any inventory (other than sales of inventory in the ordinary course); (c) in an amount equal to 100% of the Net Cash Proceeds from any other sale or other disposition (other than sales of inventory in the ordinary course of business, any sale of the assets of the Pork Division, any sale or other disposition of the SSC Securities and any sale or dispositions permitted by Section 10.5(d)), or series of related sales or dispositions, by Borrower of any assets not otherwise referenced above in this Section, where the Net Cash Proceeds exceed $5,000,000 for any such sale or $10,000,000 in the aggregate for all such sales; and (d) in an amount equal to 100% of the Net Cash Proceeds from the sale or other disposition of the SSC Securities if Borrower would be delivered, otherwise obligated to use any portion of such excess Net Cash Proceeds to Agent for distribution to the Lenders as a prepayment redeem any of the LoansSenior Unsecured Notes under the Senior Unsecured Note Documents. Notwithstanding the foregoing and provided no Event Each such Mandatory Prepayment of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party Net Cash Proceeds or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in Stock shall be due immediately upon the business of the Borrowers or such Subsidiary within 180 days after the date receipt by Borrower of such disposition Net Cash Proceeds or Event Net Proceeds of LossStock. All Mandatory Prepayments required pursuant to this Section shall be distributed (i) to the Senior Note Holders for amounts owing under the Senior Notes and to the lenders under the Rabobank Agreement, pro rata, based upon the principal outstanding under their respective Senior Notes and Revolving Loans; provided, however, that if the Senior Note Holders (other than CoBank) waive in writing their right to receive a Mandatory Prepayment pursuant to this Section 4.7 or comparable provision in their respective Senior Notes, Borrower shall make such Mandatory Prepayment to the lenders under the Rabobank Agreement and to CoBank hereunder only and in an amount equal to their pro rata share as calculated above. The Mandatory Prepayments made to CoBank as required by this Section shall be applied as provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyin Subsection 4.6.2 hereof.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (iia) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose the sum of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the aggregate principal amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and all Revolving Loans outstanding, (B) the aggregate Letter of Credit Amount of all Letters of Credit outstanding and (C) the aggregate amount of unreimbursed drawings under all Letters of Credit exceeds the Aggregate Revolving Loan Commitment, then the Borrower shall, within five (5) two Business Days after any Responsible Officer shall have knowledge of such overadvance, without notice or request by the Agent, prepay the Revolving Loans and/or, if one or more Letters of Credit are outstanding, pledge cash collateral to the Agent to secure reimbursement of amounts available to be drawn thereunder, in an aggregate amount equal to such excess. (b) Within two Business Days after receipt thereof by a Loan Party and/or such Subsidiary the Borrower or any of the its Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrower shall prepay the Loans (and such prepayment shall be applied as specified in Section 2.5(d)) in an amount equal to 100% of such disposition or Event of LossNet Proceeds; provided that, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders so long as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, no prepayment shall be required with respect to an Asset Disposition to the extent that, within 90 days following such disposition, such Net Proceeds are used to invest in assets of the same or similar type and use as those disposed of and provided that the Agent shall have a first-priority Lien thereon (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrower agrees to provide the Agent with calculations used by the Borrower in determining the amount of any such prepayment under this Section 2.5(b). (c) If the Borrower or any Subsidiary receives insurance proceeds or condemnation proceeds aggregating more than $200,000 (or in any amount after the occurrence and during the continuance of an Event of Default) at any time after the Closing Date with respect to any Property which are not fully applied (or contractually committed pursuant to contract(s), which contracts must be reasonably approved by the Agent if such proceeds equal or exceed $500,000) toward the repair or replacement of such damaged or condemned Property by the earlier of (i) 90 days after the receipt thereof and (ii) the occurrence of a Default, the Borrower shall prepay the Loans (and such prepayment shall not be required applied as specified in Section 2.5(d)) in an amount equal to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds amount of such disposition proceeds not so applied. The Borrower shall give the Agent prompt written notice of all insurance and condemnation proceeds received by it or Event any Subsidiary on or after the Closing Date in excess of Loss in productive assets of a kind then used or usable in the business $200,000 per occurrence. (d) Each prepayment of the Borrowers or such Subsidiary within 180 days after Loans pursuant to Section 2.5(b)-(c) shall be applied to the outstanding principal balance of the Term Loans. Each prepayment shall be accompanied by payment in full of all accrued interest thereon to and including the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent prepayment, together with any additional amounts owing pursuant to reinvest and Section 2.15. Each prepayment of the completion Term Loans pursuant to this Section 2.5(d) shall be applied to the outstanding principal balance thereof in inverse order of maturity, and no such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyamounts shall be available for reborrowing.

Mandatory Prepayments. In addition Except (x) to the extent the Loan Parties are permitted to use any Net Cash Proceeds or Extraordinary Receipts as cash collateral (i) in accordance with the Approved Budget and (ii) as permitted by the DIP Orders and (y) as provided in the last paragraph of this Section 2.11(b): (i) within 2 Business Days after the date of the consummation of any Disposition (other than Dispositions from a Loan Party to another Loan Party) by any Borrower or any of its Subsidiaries, the Borrowers shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds from such Dispositions; (ii) within 2 Business Days after the date of receipt by any Borrower or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Cash Proceeds from insurance or any condemnation, taking or other casualty, Borrowers shall prepay the Loans in an aggregate amount equal to 100% of such Net Cash Proceeds; and (iii) within 2 Business Days after the date of receipt by any Borrower or any of its Subsidiaries of any Extraordinary Receipts, Borrowers shall prepay the Loans an aggregate amount equal to 100% of such Extraordinary Receipts. (iv) Each prepayment required of the Loan pursuant to this Section 2.11(a) or (b) shall be applied in accordance with Section 10.2 as a result of an Event of Default hereunder2.18(b); provided, that, to the extent any Net Cash Proceeds or Extraordinary Receipts required to prepay the Loans pursuant to Sections 2.11(b)(i), (b)(ii) or (b)(iii) constitute Specified Priority Collateral, such Net Cash Proceeds or Extraordinary Receipts shall be subject to mandatory prepayment as follows: applied in accordance with the Prepetition Credit Agreement and the DIP Orders (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans except to the applicable maximum allowed amount, and extent that the Loan Parties are permitted to use such amount shall become due and payable by Borrowers without Net Cash Proceeds or Extraordinary Receipts as cash collateral in accordance with the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset Approved Budget pursuant to Section 8.5(d) or the DIP Orders in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) which case the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment Parties shall not be required to apply such Net Cash Proceeds or Extraordinary Receipts so applied in accordance with the extent a Loan Party or such Subsidiary reinvests Prepetition Credit Agreement and the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in DIP Orders to prepay the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyLoans).

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any In the event and on each occasion of a Prepayment Event listed in clause (a) of the lending limits set forth definition thereof, the Borrower shall, within five Business Days after the Net Cash Proceeds in Section 2.1(a) or Section 2.5(a) have been exceededrespect thereof are received by the respective Obligor, Borrowers shall pay Agent for the benefit prepay Term Loans in an aggregate amount equal to 33.33% of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; andNet Cash Proceeds. (ii) If a Loan Party or any Subsidiary In the event and on each occasion of a Loan Party shall at any time or from time Prepayment Event listed in clause (b) of the definition thereof, the Borrower shall, within five Business Days after the Net Cash Proceeds in respect thereof are received by the respective Obligor, prepay Term Loans in an aggregate amount equal to time (x) directly or indirectly, sell, transfer or otherwise dispose 100% of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of such Net Cash Proceeds, provided that, in the estimated case of any event described in clause (b)(ii) of the definition of Prepayment Event, if the Obligor applies the Net Cash Proceeds to be received by from such event (or a Loan Party and/or such Subsidiary in respect portion thereof) (i) within 90 days after receipt of such Net Cash Proceeds and (Bii) within five (5) Business Days of receipt thereof by at a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided time when no Event of Default has occurred and is continuing, such prepayment shall not to acquire assets to be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable useful in the business of such Obligor, then no prepayment shall be required pursuant to this paragraph in respect of the Borrowers Net Cash Proceeds in respect of such event (or the portion of such Subsidiary Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of such 90 day period, as applicable, at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so applied. (iii) In the event and on each occasion of a Prepayment Event listed in clause (c) of the definition thereof, the Borrower shall, within five Business Days after the Net Cash Proceeds in respect thereof are received by the respective Obligor, prepay Term Loans in an aggregate amount equal to 100% of the amount of such proceeds, provided that, if the respective Obligor applies the proceeds from such event (or a portion thereof) (i) within 180 days after receipt of such proceeds and (ii) at a time when no Event of Default has occurred and is continuing, to repair, restore or replace the property or asset which gave rise to the Prepayment Event, then no prepayment shall be required pursuant to this paragraph in respect of the proceeds in respect of such event (or the portion of such proceeds specified in such certificate, if applicable) except to the extent of any such proceeds therefrom that have not been so applied by the end of such 180 day period, as applicable, at which time a prepayment shall be required in an amount equal to such proceeds that have not been so applied. (iv) In the event and on each occasion of a Prepayment Event listed in clause (d) of the definition thereof, the Borrower shall, within five Business Days after the payments referred to therein are made, prepay Term Loans in an aggregate amount equal to 75% of the amount of payments made in such Prepayment Event. (v) In the event and on each occasion of a Prepayment Event listed in clause (e) of the definition thereof, the Borrower shall, within five Business Days after the Net Cash Proceeds in respect thereof are received by the respective Obligor, prepay Term Loans in an aggregate amount equal to 100% of such Net Cash Proceeds. (vi) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be paid to the Lenders in accordance with their respective Pro Rata Shares. (vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant this Section 2.05(b) at least five (5) days prior to the date of such disposition or Event prepayment. Each such notice shall specify the date of Loss; provided that such pre-payment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of such Lender’s pro rata share of the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyprepayment.

Mandatory Prepayments. 2.9.1 In addition the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall, not later than the date that is fifteen days after such Net Proceeds are received by or on behalf of the Borrower or, subject to the limitations set forth in the proviso to this sentence, any Subsidiary, prepay LIBOR Loans in an aggregate principal amount equal to 100% of the amount of such Net Proceeds; provided that the Borrower shall be required to make a prepayment required pursuant to this Section 2.9.1 in accordance respect of any Prepayment Event described in clause (a) or (c) of the definition of the term “Prepayment Event” resulting from an Asset Sale solely involving property of a Subsidiary or from the incurrence of Indebtedness of a Subsidiary, respectively, only to the extent that (i) the applicable Subsidiary is permitted under the terms of the Opco Credit Agreement, any Existing Term Loan Refinancing Documents or any other Indebtedness of any Subsidiary to distribute the Net Proceeds from such Asset Sale or incurrence of Indebtedness, directly or indirectly, to the Borrower after giving effect to the prepayment, mandatory offer or reinvestment requirements and terms, if any, set forth in the applicable Indebtedness documentation and (ii) the applicable Subsidiary is permitted to distribute the Net Proceeds, directly or indirectly, to the Borrower without violating any applicable Law or provisions of the Organizational Documents of such Subsidiary that are in effect on the Effective Date or come into effect after the Effective Date so long as any such limit on distributions to the Borrower were not put in place in contemplation of the requirements in this Section 2.9.1 (or, in the case of any Person that becomes a Subsidiary after the Effective Date, that are in effect on the date such Person becomes a Subsidiary so long as any such limit on distributions to the Borrower was not put in place in contemplation of the requirements in this Section 2.9.1); provided further that, once the restrictions set forth in the immediately preceding proviso with Section 10.2 respect to such Subsidiary no longer apply, such Subsidiary shall promptly distribute the Net Proceeds from the applicable Prepayment Event (or the portion thereof that was not permitted to be distributed to the Borrower as a result of an Event such restrictions, requirements or terms) to the Borrower and the Borrower shall promptly, and in no event less than 5 Business Days after the receipt thereof, make a prepayment pursuant to this Section 2.9.1 with such Net Proceeds (or portion thereof). 2.9.2 Prior to any mandatory prepayment of Default hereunderLIBOR Loans under Section 2.9.1, the Loans Borrower shall select the Borrowing or Borrowings to be subject to mandatory prepaid and shall specify such selection in the notice of such prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset delivered pursuant to Section 8.5(d2.9.3. 2.9.3 The Borrower shall notify the Lenders by telephone (confirmed by hand delivery or facsimile) of any mandatory prepayment hereunder not later than 11:00 a.m., three Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or in portion thereof to be prepaid and a manner not permitted hereunder or (y) suffer an Event reasonably detailed calculation of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of such prepayment. Prepayments shall be accompanied by accrued interest on the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary portion of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyLIBOR Loans so prepaid.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately Except as provided in Section 2.8, if at any time the Total Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment, the Borrowers shall repay promptly (and in any event within two (2) Business Days or such longer period as the Administrative Agent may agree) upon discovery by or notice to Borrowers that the earlier of (A) any Responsible Officer of the lending limits set forth in Section 2.1(aAdministrative Borrower obtaining knowledge thereof and (B) or Section 2.5(a) have been exceededdemand from the Administrative Agent, Borrowers shall pay by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Loans and third, with respect to any Letters of Credit then outstanding, to a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount sufficient requested by the Administrative Agent which, in any case, will not be in excess of an amount equal to reduce one hundred five percent (105%) of the outstanding principal balance Letter of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; andCredit Obligations. (ii) If a at any time any Loan Party or any Subsidiary of a Loan Party its Subsidiaries shall at receive proceeds from (A) any time insurance or from time condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to time any Collateral or (B) the sale (or series of sales) or other disposition of Collateral (excluding any sale or disposition permitted pursuant to (x) directly or indirectlySection 10.5(k), sell, transfer or otherwise dispose of any asset but only to the extent the proceeds thereof are not required to be prepaid pursuant to such Section 8.5(d) or in a manner not permitted hereunder 10.5(k), or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of LossSection 10.5(l)), the Borrowers shall deliverprepay Loans in an amount equal to one hundred percent (100%) of such proceeds, which proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied by the Administrative Agent for the account of the Lenders first to the principal amount of outstanding Swingline Loans and second to the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment. With respect to any proceeds described in clauses (A) or (B) of the prior sentence that constitute Collateral other than ABL Priority Collateral, at the option of the Company, and so long as no Event of Default shall have occurred and be continuing, the Company may reinvest or cause to be deliveredreinvested all or any portion of such proceeds in assets useful for its business within three hundred and sixty-five (365) days of the receipt of such proceeds (provided if prior to the expiration of such three hundred and sixty-five (365) day period, the Company or any of its Subsidiaries enters into a legally binding commitment to reinvest such proceeds, such excess Net Proceeds three hundred and sixty-five (365) day reinvestment period shall be extended by one hundred eighty (180) days); provided further that if any such proceeds are not so reinvested within such reinvestment period or are no longer intended to Agent for distribution be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such proceeds shall be promptly applied to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss Loans as set forth in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelythis Section 2.5(c)(ii).

Mandatory Prepayments. In addition (a) The Company shall make a prepayment upon the occurrence of any of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts unless an Event of Default is then existing, in which case the provisions of the Guaranty and Collateral Agreement shall be applicable with respect to application of the proceeds thereof: (i) Concurrently with the receipt by any prepayment required in accordance with Section 10.2 Loan Party (other than Holdings) of any Net Cash Proceeds from any Asset Disposition (other than as a result of an Event of Default hereunderLoss), the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth then in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient equal to reduce the outstanding principal balance 100% of the applicable Loans to the applicable maximum allowed amountall such Net Cash Proceeds; provided, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectlythat, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided if no Event of Default has occurred and is continuingexists at the time of receipt of any Net Cash Proceeds or at the time of the reinvestment thereof as provided below, such prepayment shall not be required to the extent a Loan Party or such Subsidiary the Company reinvests the Net Cash Proceeds of such disposition Asset Disposition in another asset performing the same or Event of Loss in productive assets of a kind then used similar function or usable that is otherwise useful in the business of the Borrowers or such Subsidiary a Loan Party (other than Holdings), within 180 60 days after the date of such disposition Asset Disposition or enters into a binding commitment thereof within said 60-day period and promptly thereafter makes such reinvestment. (ii) Concurrently with the receipt by any Loan Party (other than Holdings) of any Net Cash Proceeds from any issuance of Capital Securities of any Loan Party (other than Holdings) (excluding (A) any issuance of Capital Securities pursuant to any employee or director option program, benefit plan or compensation program, and (B) any issuance by any Loan Party to another Loan Party), in an amount equal to 100% of all such Net Cash Proceeds. (iii) Concurrently with the receipt by any Loan Party (other than Holdings) of any Net Cash Proceeds from any issuance of any Debt of any Loan Party (other than Holdings) (excluding Debt permitted by Section 11.1), in an amount equal to 100% of all such Net Cash Proceeds. (iv) Concurrently with the receipt by any Loan Party (other than Holdings) of any Net Cash Proceeds from any Insurance Proceeds as a result of an Event of Loss, an amount equal to 100% of all such Net Cash Proceeds; provided that the applicable Borrower notifies Agent provided, that, if no Event of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment Default exists at the time of receipt of any Net Cash Proceeds or at the time of the reinvestment thereof as provided below, such proceeds are received prepayment shall not be required to the extent the Company reinvests the Net Cash Proceeds of such Event of Loss in another asset performing the same or a similar function or that is otherwise useful in the business of a Loan Party (other than Holdings), within 60 days after the date of such Event of Loss or enters into a binding commitment thereof within said 60-day period and when promptly thereafter makes such reinvestment occursreinvestment. (b) If on any day the Revolving Outstandings plus the outstanding amount of the Swing Line Loan exceeds the Revolving Loan Availability, respectivelythe Company shall within one (1) Business Day of such day prepay Revolving Loans in an amount sufficient to eliminate such excess. (c) If on any day on which the Revolving Commitment is reduced pursuant to Section 6.2.1, the Revolving Outstandings plus the outstanding amount of the Swing Line Loan exceeds such reduced Revolving Commitment, the Company shall immediately on such day prepay Revolving Loans in an amount sufficient to eliminate such excess.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result The Borrower shall make mandatory prepayments of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (ia) immediately upon discovery by If, on any date, the Borrower or notice to Borrowers that any of its Subsidiaries shall sell, assign, lease, transfer, contribute, convey, issue or otherwise dispose of, or grant options, warrants or other rights with respect to, any of its assets (any of the lending limits foregoing being a "Disposition") consisting of (i) Collateral, (ii) any Subsidiary of the Borrower (other than a Disposition permitted under Section 9.4) or (iii) a block of insurance business by any Insurance Subsidiary in one or a series of related transactions with proceeds in excess of $25,000,000, the Borrower shall promptly notify the Administrative Agent of such Disposition, including the amount of Net Proceeds received by the Borrower or any of its Subsidiaries in respect of such Disposition (and the amount and other type of consideration so received) and an amount equal to such Net Proceeds shall be promptly applied after the receipt from time to time of such Net Proceeds to repay first, the principal amount of the Tranche A Loans then outstanding (together with any interest accrued thereon) and second, the principal amount of the Tranche B Loans then outstanding (together with any interest accrued thereon). To the extent the Net Proceeds of any such Disposition exceed the amount of the Loans then outstanding (together with any interest accrued thereon), or, at the time of such Disposition, the Loans shall have been paid in full, such Net Proceeds shall be applied to repay any remaining Liabilities. Notwithstanding anything to the contrary contained in this clause (a), to the extent any such Disposition relates to the Collateral pledged under the Borrower Shared Pledge Agreement or the Borrower Non-Shared Pledge Agreement, the Net Proceeds received by the Borrower from such Disposition shall be applied in the order set forth in Section 2.1(aSections 6.2(a), (b) and (c). (b) If, on any date, the Borrower or any of its Subsidiaries shall sell, issue or grant options, contingent interest rights, warrants or other rights with respect to any of its equity or debt securities (any of the foregoing being a "Sale") or Section 2.5(arelated in any way to its earnings or performance (other than (i) have been exceeded, Borrowers shall pay Agent pursuant to a Pension Plan or Benefit Program of the Borrower or such Subsidiary for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, their respective employees and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party equity or debt securities issued by the Borrower to its Subsidiaries or such Subsidiaries to the Borrower or to any other Subsidiary of the Borrower), the Borrower shall promptly notify the Administrative Agent of such Sale, including the amount of Net Proceeds received by the Borrower or any Subsidiary of a Loan Party its Subsidiaries in respect of such Sale (and the amount and other type of consideration so received) and an amount equal to such Net Proceeds shall at any time or be promptly applied after the receipt from time to time of such Net Proceeds to repay first, the principal amount of the Tranche A Loans then outstanding (xtogether with any interest accrued thereon) directly or indirectlyand second, sell, transfer or otherwise dispose the principal amount of the Tranche B Loans then outstanding (together with any interest accrued thereon). To the extent the Net Proceeds of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including Sale exceed the amount of the estimated Loans then outstanding (together with any interest accrued thereon), or, at the time of such Sale, the Loans shall have been paid in full, such Net Proceeds shall be applied to be received by a Loan Party and/or such Subsidiary in respect thereofrepay any remaining Liabilities. (c) and On or before the one hundred twentieth (B120) within five (5) Business Days day after the end of receipt thereof by a Loan Party and/or such Subsidiary each Fiscal Year of the Net Proceeds of such disposition or Event of LossBorrower (and with respect to the Fiscal Year ending December 31, 2000, on February 1, 2001), beginning with the Fiscal Year ending December 31, 1997, the Borrowers Borrower shall deliver, repay or cause to be deliveredrepaid the Loans in an amount equal to (i) 50% of Excess Cash Flow for the Fiscal Year most recently ended less (ii) any optional prepayments made pursuant to Section 4.1 during such period, or in the one hundred twenty (120) day period occurring immediately after such excess Net Proceeds period prior to Agent for distribution any prepayment being due hereunder. The proceeds of such Excess Cash Flow payment shall be applied, first to the Lenders as a prepayment principal amount of the LoansTranche A Loans then outstanding (together with interest accrued thereon) and, second, to the principal amount of the Tranche B Loans then outstanding (together with interest accrued thereon). To the extent that the amount to be repaid pursuant to this clause (c) exceeds the amount of the Loans then outstanding (together with any unpaid interest accrued thereon) or, at the time of such repayment, the Loans shall have been paid in full, the proceeds of such Excess Cash Flow shall be applied to repay any remaining Liabilities. Notwithstanding anything to the foregoing and provided contrary contained in this clause (c), no Event of Default has occurred and is continuing, such prepayment Excess Cash Flow payment shall not be required to after the extent a Loan Party or such Subsidiary reinvests Borrower has permanently reduced the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business Commitments of the Borrowers Banks pursuant to Section 4.1 or such Subsidiary within 180 days after the date of such disposition Section 4.9 (resulting from mandatory prepayments required by this Section 4.3) to an aggregate amount equal to $350,000,000 or Event of Lossless; provided that for purposes of this Section 4.3(c) only, any reduction in the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent Commitments pursuant to reinvest and of Section 2.6 shall be excluded from any reduction in the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyCommitments.

Mandatory Prepayments. In addition (a) Subject to paragraph (g) of this Section 2.13, not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunderAsset Sale Prepayment Event, the Loans Borrower shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans, subject to Section 2.13(f); provided, however, that, if Holdings shall deliver a certificate of a Financial Officer to the Administrative Agent at the time of receipt of such disposition Net Cash Proceeds setting forth Holdings’s or Event of Loss, the Borrowers shall deliver, a Subsidiary’s intent to reinvest such proceeds (or cause to be delivered, a portion thereof specified in such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss certificate) in productive assets of a kind then used or usable in the business of Holdings and its Subsidiaries within 270 days of receipt of such Net Cash Proceeds and certifying that no Default has occurred and is continuing or will result from the Borrowers proposed application of such Net Cash Proceeds, then no prepayment shall be required pursuant to this paragraph in respect of such Net Cash Proceeds (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Cash Proceeds that have not been so applied at the end of such 270-day period, at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so applied. (b) Subject to paragraph (g) of this Section 2.13, in the event and on each occasion that an Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the occurrence of such Equity Issuance, apply (i) if the Total Leverage Ratio on the date of and after giving effect to such Equity Issuance is less than or equal to 2.0 to 1.0, 50% and (ii) otherwise, 100% of the Net Cash Proceeds therefrom to prepay outstanding Loans, in either case subject to Section 2.13(f); provided, however, that no prepayment shall be required with respect to any issuance of Equity Interests of Holdings to any employee of Holdings or any Subsidiary within 180 pursuant to an employee compensation plan or to persons who hold Equity Interests of Holdings on the Closing Date or their Affiliates. (c) Subject to paragraph (g) of this Section 2.13, no later than the earlier of (i) 120 days after the fiscal year of the Borrower ending on September 30, 2007 and 90 days after the end of each fiscal year of the Borrower thereafter, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans, subject to Section 2.13(f), in an aggregate principal amount equal to (i) if the Total Leverage Ratio on the last day of the fiscal year then ended is less than or equal to 1.25 to 1.0, 50%, (ii) if the Total Leverage Ratio on the last day of the fiscal year then ended is greater than 1.25 to 1.0 but less than or equal to 2.0 to 1.0, 75% and (iii) otherwise, 100%, of Excess Cash Flow for the fiscal year then ended (or, for the fiscal year ended September 30, 2007, for the period commencing on the Closing Date and ending on September 30, 2007). (d) Subject to paragraph (g) of this Section 2.13, in the event that Holdings or any Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of Holdings or any Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s Net Cash Proceeds by Holdings or such Subsidiary’s intent , apply an amount equal to reinvest and of the completion 100% of such reinvestment Net Cash Proceeds to prepay outstanding Loans, subject to Section 2.13(f). (e) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least five Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid (subject to paragraph (f) below); provided, however, that prior to the Conversion Date, mandatory prepayments of Loans shall be made pro rata between Initial Term Loans and Delayed Draw Term Loans notwithstanding the Types of such Loans. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (f) Any Lender (each a “Declining Lender”) may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, to decline all or any portion of any prepayment of its Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to non-Declining Lenders, with such non-Declining Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent, provided that if no Lenders exercise the right to decline any such mandatory prepayment pursuant to this Section 2.13(f), then with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to prepay any outstanding ABR Borrowings in full before prepaying any outstanding Eurodollar Borrowings. If some but not all Lenders shall have elected to decline their pro rata shares of such prepayment, then the aggregate principal amount of such prepayment shall be allocated ratably to each outstanding Loan of such Lender included in each outstanding Borrowing at the time, irrespective of whether such outstanding Loans are ABR Borrowings or Eurodollar Borrowings. To the extent such prepayment amounts are not accepted by such non-Declining Lenders the remaining Declined Proceeds shall be applied to repay or prepay Tranche A Loans or Swingline Loans, or replace or cancel Letters of Credit (each as defined in the First Lien Credit Agreement) or, if permitted by Section 2.13(h) of the First Lien Credit Agreement, may be retained by the Borrower. (g) Notwithstanding anything in this Section 2.13 to the contrary, except for prepayments that have been declined by First Lien Term Loan Lenders in accordance with the provisions of Section 2.13 of the First Lien Credit Agreement, no prepayment of outstanding Loans shall be required under this Section 2.13 unless and until the Discharge of First Lien Term Loan Obligations shall have occurred. If the event or circumstance giving rise to a required prepayment of Loans under this Section also gave rise to the prepayment of First Lien Term Loans, then the amount of the prepayment required by this Section 2.13 shall be reduced by the amount so used to prepay First Lien Term Loans (after taking into account any declined proceeds are received and when such reinvestment occurs, respectivelythereunder).

Mandatory Prepayments. In addition Without duplication: (a) If any Capital Stock shall be issued by the Borrower or any of its Subsidiaries (excluding Capital Stock issued to a Loan Party), 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 and other amounts as set forth in Section 2.12(e). Notwithstanding the foregoing, any prepayment proceeds from the any public follow-on offering of the Borrower’s Capital Stock or any proceeds from the exercise of stock options or warrants shall not be required to be applied to prepay the Obligations pursuant to this Section 2.12(a). (b) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 10.2 as a result 7.2), an amount equal to 100% of an Event of Default hereunder, the Loans Net Cash Proceeds thereof shall be subject to mandatory applied on the date of such incurrence toward the prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits Term Loans and other amounts as set forth in Section 2.1(a2.12(e). (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, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans and other amounts as set forth in Section 2.5(a2.12(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 $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 prepayment of the Loans and other amounts as set forth in Section 2.12(e). (d) If, for any fiscal year of the Borrower (commencing with the Borrower’s fiscal year ending December 31, 2015), there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply 50% of such Excess Cash Flow (minus voluntary principal repayments of the Loans under the Loan Documents (excluding voluntary repayment of Revolving Loans or Swingline Loans, except to the extent there is an equivalent permanent reduction in the commitments related thereto), except to the extent such repayments are not made with internally generated funds for such fiscal year) toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e); provided that such percentage shall be reduced to (i) 25% if the Consolidated Leverage Ratio as of the last day of such fiscal year is less than 2.50 to 1.00 but equal to or greater than 1.00 to 1.00 and (ii) 0% if the Consolidated Leverage Ratio as of the last day of such fiscal year is less than 1.00 to 1.00. Each such prepayment shall be made on a date (each an “Excess Cash Flow Application Date”) occurring no later than the earliest of five Business Days following (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, (ii) the date such financial statements are actually delivered. Notwithstanding the foregoing, to the extent applicable, any proceeds from any public follow-on offering of EDH’s Capital Stock or any proceeds from the exercise of stock options or warrants shall not be considered in the calculation of Excess Cash Flow or any component thereof for purposes of this Section 2.12(d). (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied to the prepayment of installments due in respect of the Term Loans in reverse order of maturity and in accordance with Sections 2.3 and 2.18(b) (provided that any Term Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”), in which case the Declined Amount shall be distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by Term Lenders that have been exceededelected to accept such Declined Amounts; second, Borrowers shall pay to the extent of any residual, if no Term Loans remain outstanding, to the prepayment of the Revolving Loans in accordance with Section 2.15(c) (with no corresponding permanent reduction in the Revolving Commitments); and third, to the extent of any residual, if no Term Loans or Revolving Loans remain outstanding, to the replacement of outstanding Letters of Credit and/or the deposit of an amount in cash (in an amount not to exceed 105% of the then existing L/C Exposure) in a Cash Collateral account established with the Administrative Agent for the benefit of the Issuing Lender and the L/C Lenders an amount sufficient on terms and conditions satisfactory to reduce the outstanding principal balance Issuing Lender. Each prepayment of the applicable Loans under this Section 2.12 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans, in the event the Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the applicable maximum allowed amount, date of such prepayment on the amount prepaid. The Borrower shall deliver to the Administrative Agent and such amount shall become due and payable by Borrowers without the necessity each Term Lender notice of a demand by Agent each prepayment of Term Loans in whole or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset in part pursuant to this Section 8.5(d) or in a manner 2.12 not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of receipt thereof such prepayment and (iii) the options of each Term Lender to (x) decline or accept its share of such prepayment and (y) to accept Declined Amounts. Any Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify the Administrative Agent by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. (f) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Loan Party and/or such Subsidiary Responsible Officer setting forth in reasonable detail the calculation of the Net Proceeds amount of such disposition prepayment or Event reduction and (ii) to the extent practicable, at least ten days prior written notice of Losssuch prepayment or reduction (and the Administrative Agent shall promptly provide the same to each Lender). Each notice of prepayment shall specify the prepayment or reduction date, the Borrowers shall deliver, Type of each Loan being prepaid and the principal amount of each Loan (or cause portion thereof) to be delivered, such excess Net Proceeds prepaid. (g) No prepayment fee shall be payable in respect of any mandatory prepayments made pursuant to Agent for distribution this Section 2.12. (h) Amounts to be applied pursuant to this Section 2.12 to the Lenders as a prepayment of the Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans. Notwithstanding the foregoing foregoing, if the amount of any prepayment of Loans required under this Section 2.12 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided no that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, such prepayment shall not be required the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds payment of such disposition Loans in an amount equal to such Excess Amount or Event of Loss in productive assets of a kind then used or usable in (B) prepaid immediately, together with any breakage costs owing to the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent Lenders pursuant to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelySection 2.21.

Mandatory Prepayments. In addition (a) The Borrower shall apply, with respect to any Asset Sale: (I) any Excess Proceeds referred to in Section 5.8(c) (Asset Sales) which in aggregate exceed $10,000,000, in prepayment of the Term Loan at par (without any premium); provided, however that (i) the amount of such proposed prepayment shall be reduced to the extent necessary to permit the Borrower to make a pro rata offer to purchase other Indebtedness of the Borrower which is pari passu with the Term Loan, pursuant to the terms of such other Indebtedness (including any Indenture) to the extent required thereby, (ii) the Borrower shall notify the Administrative Agent within five days of each date on which the aggregate amount of such Excess Proceeds in aggregate exceed $10,000,000 and the amount of such proposed prepayment, and (iii) at the expiration of twenty Business Days following its receipt of such notification, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (c) below) and the Borrower shall, within five Business Days thereafter, apply such amount in prepayment of the Term Loan in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: clause (ic) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lenderbelow; and (iiII) If a Loan Party or any Subsidiary Net Proceeds of a Loan Party shall at any time or from time Asset Sales referred to time in Section 5.8(c)(i) (xAsset Sales) directly or indirectlythat are also required, sell, transfer or otherwise dispose pursuant to the terms of any asset pursuant Permitted Bank Debt that is secured by the Collateral by a Lien having the same or junior priority to Section 8.5(d) or the Lien securing the Term Loan, to be applied in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent mandatory prepayment of such proposed disposition or Event Permitted Bank Debt, such prepayment of Loss (including the Term Loan to be in an amount that is pro rata to the amount such mandatory prepayment of Permitted Bank Debt; provided, however, that the Borrower shall notify the Administrative Agent within five days of its receipt of such Net Proceeds required to be applied in mandatory prepayment of SECOND LIEN CREDIT AGREEMENT AMKOR TECHNOLOGY, INC. such Permitted Bank Debt and the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a proposed pro rata prepayment of the Loans. Notwithstanding Term Loan and (ii) at the foregoing and provided no Event expiration of Default has occurred and is continuingtwenty Business Days following its receipt of such notification, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (c) below) and the Borrower shall, within five Business Days thereafter, apply such amount in prepayment of the Term Loan in accordance with clause (c) below (b) Upon the occurrence of a Change of Control, the Borrower shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds within thirty days of such disposition or Event occurrence notify the Administrative Agent thereof and prepay the Term Loan not later than thirty Business Days following such notification; provided, however that (i) at the expiration of Loss in productive assets of a kind then used or usable in such thirty Business Day period, the business Administrative Agent shall notify the Borrower of the Borrowers or required amount of such Subsidiary within 180 days after prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (c) below) and the Borrower shall immediately prepay the Term Loan in such amount in accordance with clause (c) below and (ii) the Borrower shall also pay, on the date of such disposition prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Term Loan so prepaid to such Lender. (c) With respect to any proposed mandatory prepayment of the Term Loan pursuant to clauses (a) or Event (b) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a "Declining Lender") as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of Loss; provided the amount of the applicable prepayment pursuant to clause (a) or (b) above. On the date of prepayment, an amount equal to that portion of the Term Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders. In the event that the applicable Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (c), such Lender shall be deemed to have waived its rights under this clause (c) to decline receipt thereof. If any prepayment pursuant to this Section 2.6 is made by the Borrower notifies Agent other than on the last day of an Interest Period, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such Borrower’s or prepayment any amount owing to such Subsidiary’s intent Lender pursuant to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelySection 2.10(e) (Breakage Costs).

Mandatory Prepayments. In addition to (a) If any prepayment required Indebtedness shall be incurred by the Borrower after the Closing Date (other than any permitted Indebtedness incurred in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans 7.2 (except for Credit Agreement Refinancing Indebtedness which shall be subject to mandatory prepayment as follows: applied in accordance with clause (iiii) immediately upon discovery by or notice to Borrowers that any of the lending limits definition thereof)), an amount 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 2.1(a2.11(d). (b) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for If on any date the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent Company or any Lender; and (ii) If a Loan Party of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectlyRecovery Event then, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent Applicable Asset Sale Prepayment Percentage of such proposed disposition or Event of Loss (including Net Cash Proceeds shall be applied by the amount of Borrower on the estimated Net Proceeds to be received by a Loan Party and/or fifth Business Day following such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of toward the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing and provided no Event foregoing, at the option of Default has occurred and is continuingthe Company, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests Company may reinvest the Net Cash Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers Company or any of its Subsidiaries within (x) 12 months following the receipt of such Subsidiary Net Cash Proceeds or (y) 18 months following the receipt of such Net Cash Proceeds, in the event that the Company or any of its Subsidiaries shall have entered into a binding commitment within 180 days 12 months following the receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds in the business of the Company or any of its Subsidiaries (it being understood that if any portion of such Net Cash Proceeds are no longer intended to be reinvested or are not reinvested within such 18-month period, the Applicable Asset Sale Prepayment Percentage of such Net Cash Proceeds shall be applied by the Borrower on the fifth Business Day after the Company reasonably determines that such Net Cash Proceeds are no longer intended to be or are not reinvested within such 18-month period toward prepayment of the Term Loans as set forth in Section 2.11(d)); provided that if at the time that any such prepayment would be required, the Company or any of its Subsidiaries is required to prepay or offer to repurchase with the Net Cash Proceeds of such Asset Sale or Recovery Event any Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness, Ratio Debt, Incurred Acquisition Debt or any other Indebtedness outstanding at such time, in each case that is secured by a Lien on the Collateral that is pari passu (but without regard to the control of remedies) with the Liens securing the Obligations pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be offered to be so repurchased, “Other Applicable Asset Sale Indebtedness”), then the Company may apply the Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Asset Sale Indebtedness at such time) to the prepayment of such Other Applicable Asset Sale Indebtedness; it being understood that the portion of the Net Cash Proceeds allocated to the Other Applicable Asset Sale Indebtedness shall not exceed the amount of the Net Cash Proceeds required to be allocated to the Other Applicable Asset Sale Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b) shall be reduced accordingly. (c) No later than the fifth Business Day after the date on which the financial statements with respect to each fiscal year of the Borrower are required to be delivered pursuant to Section 6.1(a), commencing with the fiscal year ending December 31, 2022, the Borrower shall prepay Term Loans in accordance with Section 2.11(d) in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Applicable ECF Prepayment Percentage of Excess Cash Flow of the Company and its Subsidiaries for the Excess Cash Flow Period then most recently ended (this clause (A), the “Base ECF Prepayment Amount”) minus (B) at the option of the Borrower, to the extent occurring during such disposition Excess Cash Flow Period (or Event occurring after such Excess Cash Flow Period and prior to the date of Loss; provided that the applicable Borrower notifies Agent Excess Cash Flow payment), and without duplication (including duplication of such Borrower’s any amounts deducted in any prior Excess Cash Flow Period or such Subsidiary’s intent deducted in the calculation of Excess Cash Flow pursuant to reinvest and of the completion of such reinvestment at definition thereof), the time such proceeds are received and when such reinvestment occursfollowing (collectively, respectively.the “ECF Deductions”):

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent If Borrower or any Lender; and (ii) If a Loan Party or any Material Subsidiary of a Loan Party shall at any time or from time to time (x) directly makes or indirectly, sell, transfer or otherwise dispose of any asset pursuant agrees in writing to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer make an Event of LossAsset Sale, then (A) the Borrowers Borrower shall promptly notify Agent Lender of such proposed disposition or Event of Loss Asset Sale (including the amount of the estimated Net Cash Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) in connection with any mandatory prepayment under the First Lien Credit Agreement relating to such Asset Sale, the Net Cash Proceeds of such Asset Sale shall have been applied as provided in Section 2.01(e)(ii) of the First Lien Credit Agreement; provided, that (X) so long as all Debt under the First Lien Loan Documents has been paid in full and all commitments thereunder have been terminated, then (Y) within five two (52) Business Days after such Asset Sale, Borrower shall, absolutely and unconditionally without notice or demand, prepay the outstanding Principal Amount of receipt thereof the Loan in an amount equal to fifty percent (50%) of such Net Cash Proceeds in connection therewith in accordance with Section 2.01(g) and Section 2.01(h). For the avoidance of doubt, if the Net Cash Proceeds of such Asset Sale have not been applied as provided in Section 2.01(e)(ii) of the First Lien Credit Agreement, due to a waiver in writing by a First Lien Lender thereof, then Borrower shall prepay the outstanding Principal Amount of the Loan Party and/or as set forth in clause (B)(Y) of this Section 2.01(e)(i) without any further requirement that such Subsidiary Net Cash Proceeds be first applied to prepayment of any Debt under the First Lien Loan Documents. (ii) Within two (2) Business Days after any Debt Issuance by Borrower or any Material Subsidiary, then in connection with any mandatory prepayment under the First Lien Credit Agreement relating to such Debt Issuance, the Net Cash Proceeds of such Debt Issuance shall have been applied as provided in Section 2.01(e)(iii) of the First Lien Credit Agreement; provided, that (A) so long as all Debt under the First Lien Loan Documents has been paid in full and all commitments thereunder have been terminated, then (B) Borrower shall, absolutely and unconditionally without notice or demand, prepay the outstanding Principal Amount of the Loan in an amount equal to one hundred (100%) percent of the Net Cash Proceeds in connection with such Debt Issuance in accordance with Section 2.01(g) and Section 2.01(h). For the avoidance of doubt, if the Net Cash Proceeds of such disposition or Event Debt Issuance have not been applied as provided in Section 2.01(e)(iii) of Lossthe First Lien Credit Agreement, due to a waiver in writing by First Lien Lender thereof, then Borrower shall prepay the Borrowers shall deliver, or cause outstanding Principal Amount of the Loan as set forth in clause (B) of this Section 2.01(e)(ii) without any further requirement that such Net Cash Proceeds be first applied to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of any Debt under the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a First Lien Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyDocuments.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery No later than the fifth Business Day following the date of receipt by the Borrowers or notice to Borrowers that any of their Subsidiaries of any net cash proceeds from any Asset Sales, the lending limits Borrowers shall prepay the Notes as set forth in Section 2.1(a2.3(e) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders in an aggregate amount sufficient equal to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) in the Borrowers shall promptly notify Agent case of any Permitted Disposition of Restaurants identified on Schedule 8.8, 60% of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Lossnet cash proceeds, the provided that Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to make any prepayment of the extent a Loan Party or such Subsidiary reinvests Notes pursuant to this clause (A) with net cash proceeds not in excess of $2,500,000 in the Net Proceeds aggregate, (B) in the case of any other Permitted Disposition of Restaurants, 60% of such disposition net cash proceeds, and (C) in the case of all other Asset Sales, 75% of such net cash proceeds. (ii) No later than the fifth Business Day following the date of receipt by the Borrowers or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking (without giving regard to clauses (i) or (ii) of each such definition), the Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds, provided, so long as no default or Event of Loss in productive Default shall have occurred and be continuing on the date of receipt thereof or caused thereby, Borrowers shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) No later than the third Business Day following the date of a kind then used or usable in the business of receipt by the Borrowers or any of their Subsidiaries of any net cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Parent or any of its Subsidiaries (other than to operating companies in the food and beverage industry and pursuant to employee and/or director equity compensation plans or in the form of non-plan equity compensation awards to employees and/or directors and other than Equity Interests issued as consideration in connection with Permitted Acquisitions), the Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 25% of such Subsidiary within 180 days after net cash proceeds. (iv) On the date of receipt by the Borrowers or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness of Parent or any of its Subsidiaries (other than with respect to Permitted Indebtedness), the Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such disposition net cash proceeds. (v) No later than the fifth Business Day following the date of receipt by the Borrowers or Event any of Loss; provided their Subsidiaries of any royalty payments made by Nestle into the Nestle Blocked Account pursuant to and in accordance with the terms of the Nestle License Agreement, the Borrowers shall prepay the Notes as set forth in Section 2.3(e) with (A) 100% of the proceeds of such royalty payments up to an aggregate amount of $2,500,000 for all such prepayments and (B) 60% of the proceeds of all other such royalty payments up to an aggregate amount of $10,000,000 for all prepayments under this subsection (v). (vi) No later than the third Business Day following the date of receipt by the Borrowers or any of their Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 50% of such Extraordinary Receipts. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrowers shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the applicable Borrower notifies Borrowers shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrowers shall promptly make an additional prepayment of the Notes in an amount equal to such excess, and the Borrowers shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyexcess.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans The Borrower shall be subject required to mandatory prepayment as followsprepay the Credit Facility in an amount equal to: (ia) immediately upon discovery 100% of the Net Cash Proceeds from the sale of any assets owned by the Borrower or notice any Guarantor unless the proceeds from such sale are committed for use to Borrowers that reinvest in other assets of the Borrower within one-hundred and eighty (180) days after receipt of such proceeds; (b) 100% of the Net Cash Proceeds of any public offering or private placement of any shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (no matter how designated) of or in the Borrower or any Guarantor (other than to the Borrower or a Guarantor), whether voting, non-voting, participating or non-participating (including, without limitation, common shares, preferred shares and any other equity security), excluding the proceeds from any amounts raised in the future to fund, directly or indirectly, the Acquisition of assets in respect of any of the lending limits set forth in Section 2.1(aCore Business Verticals; (c) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit 100% of the Lenders an amount sufficient to reduce the outstanding principal balance Net Cash Proceeds of the applicable Loans issuance by the Borrower or any of the Guarantors of secured or unsecured Debt permitted under Section 9.2(3) of this Agreement, excluding (a) the proceeds from any amounts raised in the future to fund, directly or indirectly, the applicable maximum allowed amountAcquisition of assets in respect of any of the Core Business Verticals, and such amount shall become due (b) Debt among any of the Borrower and payable by Borrowers without the necessity of a demand by Agent or any LenderGuarantors; and (iid) If a Loan Party 100% of the Net Cash Proceeds of any casualty, loss, insurance (other than life insurance) or condemnation proceeds received by the Borrower or any Subsidiary Guarantor, unless prior to such receipt such proceeds have been expended, or have been committed for the repair or replacement of a Loan Party shall at any time the damaged, destroyed or from time condemned, or for reinvestment in, property or assets within one hundred and eighty (180) days after receipt of such proceeds, or are required to time (x) directly be applied in some other manner pursuant to pre-existing obligations or indirectlyrestrictions; provided that, sell, transfer or otherwise dispose in the case of any asset proceeds not applied to the prepayment of the Credit Facility pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof4.3(a) and (B) within five (5) Business Days of receipt thereof by d), the Borrower has delivered to the Administrative Agent a Loan Party and/or such Subsidiary Certificate of the Net Proceeds Borrower to the effect that (i) it has expended, or has committed to expend such proceeds within one hundred and eighty (180) days after receipt of such disposition proceeds, to repair or Event replace the damaged, destroyed or condemned property or assets to be used in the business of Loss, the Borrowers shall deliverBorrower and its Subsidiaries, or cause such proceeds are required to be deliveredapplied in some other manner pursuant to pre-existing obligations or restrictions, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided (ii) no Default or Event of Default has occurred and is continuing. To the extent any proceeds have not been applied in accordance with the terms hereof within the applicable prescribed timeframe, such a mandatory prepayment shall not be required in an amount equal to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelythat have not been so applied.

Mandatory Prepayments. In addition to (a) If any prepayment required Indebtedness shall be incurred by the Borrower after the Closing Date (other than any permitted Indebtedness incurred in accordance with Section 10.2 7.2 (except for Credit Agreement Refinancing Indebtedness which shall be applied in accordance with clause (iii) of the definition thereof)), an amount 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 a result set forth in Section 2.11(d). (b) If on any date the Company or any of an its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event of Default hereunderthen, the Loans Applicable Asset Sale Prepayment Percentage of such Net Cash Proceeds shall be subject applied by the Borrower on the fifth Business Day following such receipt thereof toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, at the option of the Company, the Company may reinvest the Net Cash Proceeds in the business of the Company or any of its Subsidiaries within (x) 12 months following the receipt of such Net Cash Proceeds or (y) 18 months following the receipt of such Net Cash Proceeds, in the event that the Company or any of its Subsidiaries shall have entered into a binding commitment within 12 months following the receipt of such Net Cash Proceeds to mandatory reinvest such Net Cash Proceeds in the business of the Company or any of its Subsidiaries (it being understood that if any portion of such Net Cash Proceeds are no longer intended to be reinvested or are not reinvested within such 18-month period, the Applicable Asset Sale Prepayment Percentage of such Net Cash Proceeds shall be applied by the Borrower on the fifth Business Day after the Company reasonably determines that such Net Cash Proceeds are no longer intended to be or are not reinvested within such 18-month period toward prepayment of the Term Loans as follows:set forth in Section 2.11(d)); provided that if at the time that any such prepayment would be required, the Company or any of its Subsidiaries is required to prepay or offer to repurchase with the Net Cash Proceeds of such Asset Sale or Recovery Event any Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness, Ratio Debt, Incurred Acquisition Debt or any other Indebtedness outstanding at such time, in each case that is secured by a Lien on the Collateral that is pari passu (but without regard to the control of remedies) with the Liens securing the Obligations pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be offered to be so repurchased, “Other Applicable Asset Sale Indebtedness”), then the Company may apply the Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Asset Sale Indebtedness at such time) to the prepayment of such Other Applicable Asset Sale Indebtedness; it being understood that the portion of the Net Cash Proceeds allocated to the Other Applicable Asset Sale Indebtedness shall not exceed the amount of the Net Cash Proceeds required to be allocated to the Other Applicable Asset Sale Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b) shall be reduced accordingly. (c) No later than the fifth Business Day after the date on which the financial statements with respect to each fiscal year of the Borrower are required to be delivered pursuant to Section 6.1(a), commencing with the fiscal year ending December 31, 2022, the Borrower shall prepay Term Loans in accordance with Section 2.11(d) in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Applicable ECF Prepayment Percentage of Excess Cash Flow of the Company and its Subsidiaries for the Excess Cash Flow Period then most recently ended (this clause (A), the “Base ECF Prepayment Amount”) minus (B) at the option of the Borrower, to the extent occurring during such Excess Cash Flow Period (or occurring after such Excess Cash Flow Period and prior to the date of the applicable Excess Cash Flow payment), and without duplication (including duplication of any amounts deducted in any prior Excess Cash Flow Period or deducted in the calculation of Excess Cash Flow pursuant to the definition thereof), the following (collectively, the “ECF Deductions”): (i) immediately the aggregate principal amount of any Term Loans prepaid pursuant to Section 2.10; (ii) the aggregate principal amount of any Incremental Equivalent Debt and/or any other Indebtedness permitted to be incurred pursuant to Section 7.2 to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Facilities (without regard to the control of remedies), voluntarily prepaid, repurchased, redeemed or otherwise retired; (iii) the amount of any reduction in the outstanding amount of any Term Loans, Incremental Equivalent Debt and/or any other Indebtedness permitted to be incurred pursuant to Section 7.2 to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Facilities (without regard to the control of remedies), resulting from any purchase or assignment made in accordance with Section 10.6(k) (with respect to Term Loans) and any equivalent provisions with respect to any Incremental Equivalent Debt and/or such other Indebtedness; (iv) all Cash payments in respect of Capital Expenditures and all Cash payments made to acquire IP Rights; (v) Cash payments by the Company and its Subsidiaries made in respect of long-term liabilities (including for purposes of clarity, the current portion of such long-term liabilities) of the Company and its Subsidiaries other than Indebtedness, except to the extent such Cash payments were deducted in the calculation of Consolidated Net Income or Consolidated EBITDA for such period; (vi) Cash payments made from internally generated Cash in respect of any Investment (including acquisitions) permitted by Section 7.7 or otherwise consented to by the Required Lenders (other than Investments (x) in Cash or Cash Equivalents or (y) in the Borrower or any Loan Party) and/or any Restricted Payment permitted by Section 7.7 or otherwise consented to by the Required Lenders; (vii) the aggregate consideration (A) required to be paid in Cash by the Borrower or its Subsidiaries pursuant to binding contracts entered into prior to or during such period relating to Capital Expenditures, acquisitions or other Investments permitted by Section 7.7 or otherwise consented to by the Required Lenders and/or Restricted Payments described in clause (vi) above and/or (B) otherwise committed or budgeted to be made in connection with Capital Expenditures, acquisitions or other Investments and/or Restricted Payments described in clause (vi) above (clauses (A) and (B) of this clause (vii), the “Scheduled Consideration”) (other than Investments in (x) Cash and Cash Equivalents or (y) the Borrower or any Loan Party) to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such Excess Cash Flow Period; provided that to the extent the aggregate amount actually utilized to finance such Capital Expenditures, acquisitions, Investments or Restricted Payments during such subsequent period of four consecutive fiscal quarters is less than the Scheduled Consideration, the amount of the resulting shortfall shall be added to the calculation of the ECF Prepayment Amount at the end of such subsequent period of four consecutive fiscal quarters; (viii) Cash expenditures in respect of any Hedge Agreement to the extent not otherwise deducted in the calculation of Consolidated Net Income or Consolidated EBITDA; and (ix) the aggregate amount of expenditures actually made by the Borrower and/or any Subsidiary in Cash (including any expenditure for the payment of fees or other Charges (or any amortization thereof for such period) in connection with any Disposition, incurrence or repayment of Indebtedness, issuance of Capital Stock, refinancing transaction, amendment or modification of any debt instrument, including this Agreement, and including, in each case, any such transaction consummated prior to, on or after the Closing Date, and Charges incurred in connection therewith, whether or not such transaction was successful), in each case to the extent that such expenditures were not expensed; in the case of each of clauses (i)-(ix), (I) excluding any such payments, prepayments and expenditures made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(c) in any prior Fiscal Year, (II) in the case of any prepayment of revolving Indebtedness, to the extent accompanied by a permanent reduction in the relevant commitment, (III) to the extent that such payments, prepayments and expenditures were not financed with the proceeds of other Long-Term Indebtedness of the Borrower or its Subsidiaries and (IV) in each case under clause (3) above, based upon discovery the actual amount of cash paid in connection with any relevant purchase or assignment; provided that no prepayment under this Section 2.11(c) shall be required unless the principal amount of Term Loans required to be prepaid exceeds $10,000,000 (and, in such case, only such amount in excess of such amount shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower or any of its Subsidiaries is required to prepay or offer to repurchase with any portion of the ECF Prepayment Amount any Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness, Ratio Debt, Incurred Acquisition Debt or any other Indebtedness outstanding at such time, in each case that is secured on a pari passu basis (without regard to the control of remedies) with the Obligations pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the relevant Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(c) shall be reduced accordingly; it being understood that (1) the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the portion of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (d) The application of any prepayment pursuant to Section 2.11(a), 2.11(b) or 2.11(c) shall be made ratably to the Term Loans based on the outstanding respective principal amounts thereof. Partial prepayments of the Term Loans pursuant to this Section 2.11 shall be applied to the remaining installments thereof, as directed by or the Borrower (and absent any direction in the direct order of maturity). The application of any prepayment of Term Loans pursuant to this Section 2.13 shall be made, first, to ABR Loans and second, to LIBO Rate 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. (e) Each Lender may elect, by notice to Borrowers the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to Section 2.11(b) or (c) to decline all (but not a portion) of its prepayment (such declined amounts, the “Declined Proceeds”), which Declined Proceeds may be retained by the Borrower and used for any purpose permitted (or not prohibited) hereunder, including to increase the Available Amount; provided that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(a) above to the extent that such prepayment is made with the proceeds of any Credit Agreement Refinancing Indebtedness incurred to refinance all or a portion of the lending limits set forth in Term Loans. If any Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its ratable percentage of any mandatory prepayment within the time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such Lender’s ratable percentage of the total amount of such mandatory prepayment of the Term Loans. (f) Notwithstanding any other provisions of Section 2.1(a2.11, to the extent any or all of the Net Cash Proceeds from any Asset Sale or Recovery Event received by the Company or a Foreign Subsidiary are prohibited or delayed by any applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of the Company or such Foreign Subsidiary) from being repatriated or Section 2.5(a) have been exceeded, Borrowers shall pay Agent passed on to or used for the benefit of the Lenders an amount sufficient Borrower or any applicable Domestic Subsidiary (the Company hereby agreeing to reduce the outstanding principal balance of promptly take, and to cause the applicable Loans Foreign Subsidiary to promptly take, all actions reasonably required by the applicable local law to permit such repatriation as long as such repatriation does not create a material adverse tax consequence) or if the Company has determined in good faith that repatriation of any such amount to the Borrower or any applicable maximum allowed Subsidiary would have material adverse tax consequences with respect to such amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent portion of such proposed disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall so affected will not be required to be applied to prepay Term Loans at the extent a Loan Party times provided in this Section 2.11 but may be retained by the Company or the applicable Subsidiary for 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, or the Company believes in good faith that such Subsidiary reinvests the Net Proceeds material adverse tax consequence would result, and once such repatriation of any of such disposition affected Net Cash Proceeds is permitted under the applicable local law or Event the Company determines in good faith that such repatriation would no longer would have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of Loss in productive assets of additional taxes payable or reasonably estimated to be payable as a kind then used or usable in result thereof) to the business prepayment of the Borrowers applicable Term Loans as otherwise required pursuant to this Section 2.11; provided that, notwithstanding the foregoing, the Borrower and the applicable Domestic Subsidiary shall have no obligation to repatriate any such Net Cash Proceeds (or such Subsidiary within 180 days take any further action with respect thereto) from and after the date that is twelve months after the receipt of such disposition or Event Net Cash Proceeds. (g) If at any time the Total Revolving Extensions of Loss; provided that Credit exceed the applicable Total Revolving Commitments, the Borrower notifies Agent shall, within one Business Day of notice thereof from the Administrative Agent, prepay the Revolving Loans in an amount equal to the amount of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyexcess.

Mandatory Prepayments. In addition to (a) If Indebtedness shall be issued or incurred by any prepayment required Group Member (excluding any Indebtedness incurred in accordance with Section 10.2 as a result 7.2 (other than Permitted Additional Subordinated Debt, to the extent that (x) the Net Cash Proceeds of such Permitted Additional Subordinated Debt are not used to fund (substantially simultaneously with the incurrence thereof) one or more Permitted Acquisitions or Investments under Section 7.8(u) or (w) and/or the fees and expenses payable in connection therewith or (y) such Permitted Additional Subordinated Debt does not represent Permitted Refinancing Indebtedness in respect of Indebtedness previously incurred pursuant to Section 7.2(m)) an Event amount equal to 100% of Default hereunder, the Loans Net Cash Proceeds thereof shall be subject to mandatory applied not later than five Business Days after the date such Group Member receives such Net Cash Proceeds toward the prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits Tranche B Term Loans as set forth in Section 2.1(a2.11(e). (b) or Section 2.5(a) have been exceededIf Capital Stock shall be issued by any Group Member in a publicly registered offering, Borrowers shall pay Agent for the benefit an amount equal to 50% of the Lenders an amount sufficient Net Cash Proceeds thereof (less any amounts of such Net Cash Proceeds required to reduce prepay Senior Subordinated Loans under the outstanding principal balance documentation governing such Senior Subordinated Loans) shall be applied no later than five Business Days after the date such Group Member receives such Net Cash Proceeds toward the prepayment of the applicable Tranche B Term Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; andas set forth in Section 2.11(e). (iic) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, then, unless a Loan Party or any Subsidiary of a Loan Party Reinvestment Notice shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary delivered in respect thereof) and (B) within , such Net Cash Proceeds shall be applied no later than five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss(or, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business case of the Borrowers or such Subsidiary within 180 days Net Cash Proceeds from a Recovery Event, 15 Business Days) after the date of such disposition or Event receipt thereof toward the prepayment of Lossthe Tranche B Term Loans as set forth in Section 2.11(e); provided that that, notwithstanding the applicable 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 Tranche B Term Loans as set forth in Section 2.11(e). (d) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, the Borrower notifies Agent shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the ECF Percentage of such Borrower’s or Excess Cash Flow less (ii) the sum of (x) the aggregate principal amount of all prepayments of Revolving Loans and Swingline Loans made during such Subsidiary’s intent Excess Cash Flow Period (to reinvest and the extent such prepayments were accompanied with corresponding optional reductions of the completion Revolving Commitments) and (y) the aggregate principal amount of all optional prepayments of Tranche B Term Loans made during such Excess Cash Flow Period, toward the prepayment of the Tranche B Term Loans as set forth in Section 2.11(e), in each case, other than prepayments funded with the proceeds of Indebtedness (other than Revolving Loans or Swingline Loans). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the date on which the 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 (or, in the case of the Excess Cash Flow Period ending December 31, 2008, the financial statements for the year ended December 31, 2008), are required to be delivered to the Lenders. (e) The application of any prepayment of Tranche B Term Loans pursuant to this Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans; provided that, if such application would be inconsistent with Section 2.17(b), then Section 2.17(b) shall govern such application. Each prepayment of Tranche B Term Loans under this Section 2.11 shall be accompanied by accrued interest to the date of such reinvestment at prepayment on the time such proceeds are received amount prepaid and when such reinvestment occurs, respectivelyby any amounts payable pursuant to Section 2.20.

Mandatory Prepayments. In addition to (a) If on any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunderdate Holdings, the Loans Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Disposition permitted by Section 7.5(e), such Net Cash Proceeds promptly (but in any event no later than 2 Business Days after such receipt) shall be subject paid by the Borrower to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceededAdministrative Agent, Borrowers shall pay Agent for the ratable benefit of the Lenders an amount sufficient Lenders, to reduce prepay the outstanding principal balance Obligations in cash at 100% of the applicable principal amount of the Term Loans to so prepaid, plus the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity sum of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectlyaccrued and unpaid interest to the repayment date, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or plus (y) suffer an Event a pro rata portion of Lossthe Make-Whole Amount, then plus (Az) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss a pro rata portion (including based on the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereofTerm Loans prepaid) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds deferred set-up fee referred to in Section 2.9(b)(ii). (b) On any date Parent, Holdings or the Borrower receives proceeds from a Company Sale, (i) all such proceeds (whether or not sufficient to make the following payments in full) shall be immediately applied to repay the Obligations in full in cash and to pay to the Administrative Agent, for the pro rata benefit of such disposition or Event of Lossthe Lenders, the Borrowers shall deliversum of 100% of the principal amount of the Term Loans, or cause to be delivered, such excess Net Proceeds to Agent for distribution plus (x) accrued and unpaid interest to the Lenders as a prepayment of repayment date, plus (y) the Loans. Notwithstanding Make-Whole Amount, plus (z) the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required deferred set-up fee referred to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of LossSection 2.9(b)(i); provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time of any such Company Sale, all of the foregoing Obligations shall be paid in full regardless of the amount of proceeds actually received by Parent, Holdings or the Borrower. (c) Unless the Borrower shall otherwise have repaid in full all Obligations under this Agreement, upon (i) 75 days following a Parent Liquidity Event or (ii) an acceleration of the Obligations pursuant to Section 8, the Borrower shall repay the Obligations in full in cash and pay to the Administrative Agent, for the pro rata benefit of the Lenders, the sum of 100% of the principal amount of the outstanding Term Loans, plus (x) accrued and unpaid interest to the repayment date, plus (y) the Make-Whole Amount, plus (z) the deferred set-up fee referred to in Section 2.9(b)(ii). (d) Subject to Section 2.18, amounts to be applied in connection with a repayment made pursuant to Section 2.12(b) or (c), if the Obligations are received not paid in full in cash, shall be applied, first, to accrued and when such reinvestment occursunpaid interest on the Term Loans, respectivelysecond, to the deferred set-up fee referred to in Section 2.9(b), third, to outstanding principal of the Terms Loans (including, without limitation, any capitalized interest that has been added to the principal of the Term Loans) and, fourth, to any remaining Obligations outstanding. The application of any repayment pursuant to this Section 2.12 shall be made, first, to Base Rate Loans, if any, and, second, to Eurodollar Loan.

Mandatory Prepayments. In addition to (a) If at any prepayment required in accordance with Section 10.2 as a result time the aggregate outstanding principal amount of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any exceeds the Total Commitment less the amount of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceededInterest Reserve, Borrowers then the Borrower shall immediately pay the amount of such excess to the Agent for the benefit respective accounts of the Lenders an Banks for application to the Loans. The Borrower acknowledges and agrees that on December 31, 2000 the amount sufficient of the Total Commitment shall be reduced to reduce $10,000,000.00 and that the outstanding Borrower shall be required to immediately pay to the Agent, for the account of the Banks, the amount by which the Outstanding principal balance of the applicable Loans to exceeds $10,000,000.00. (b) All of the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without Borrower's interest in the necessity gross proceeds of (i) any repayment or prepayment of a demand by Agent or any Lender; and principal portion of a note receivable and (ii) If each and every sale or refinancing of or other capital event with respect to any asset of the Borrower (including a Loan Party casualty or any Subsidiary condemnation or return of a Loan Party shall at any time or from time capital with respect to time (x) real estate assets of the Borrower and its Subsidiaries whether held directly or indirectly), sellless all reasonable costs, transfer expenses and commissions paid to unrelated parties and less any Indebtedness (other than the Obligations) secured by such asset to be satisfied as a part of such sale or otherwise dispose of refinance and any asset Indebtedness required to be paid to Price pursuant to Section 8.5(d) the terms of the Price Loan Documents and excluding any real property received in connection with a like-kind exchange and any proceeds from a sale of a pad site or out- parcel the proceeds from which are reinvested in the Person making such sale in a manner not permitted hereunder satisfactory to the Agent, and (iii) unless otherwise waived by Agent, each and every sale, financing, or (y) suffer an Event of Lossrefinancing of, then (A) or transaction which results in the Borrowers dilution of, the Borrower's direct or indirect ownership interest in any Person, shall be promptly notify paid by the Borrower to the Agent of such proposed disposition or Event of Loss (including for the amount account of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders Banks as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required Loans to the extent a Loan Party of the outstanding balance of the Loans. Borrower agrees that Borrower shall, promptly upon Borrower's belief that such event may occur, provide notice to Agent of any proposed or such Subsidiary reinvests the Net Proceeds of such disposition contemplated (i) repayment or Event of Loss in productive assets prepayment of a kind then used principal portion of any note receivable or usable in (ii) sale, refinancing or other capital event with respect to any asset of Borrower. Additionally, Borrower agrees to provide to Agent notice of any scheduled repayment or prepayment of a principal portion of a note receivable not less than ten (10) days but not more than thirty (30) days prior to the business of the Borrowers or such Subsidiary within 180 days after the scheduled date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelythereof.

Mandatory Prepayments. In addition (a) Subject to Section 6.12, if on any prepayment required in accordance with Section 10.2 as a result date the aggregate outstanding principal amount of an Event of Default hereunderthe 364-Day Revolving Credit Loans exceeds the 364-Day Revolving Credit Commitments, the Borrower shall immediately prepay the 364-Day Revolving Credit Loans in an amount equal to the amount of such excess. (b) Subject to Section 6.12, if on any date the Aggregate Outstanding Five Year Extensions of Credit of all the Lenders exceed the Five Year Revolving Credit Commitments, the Borrower shall be subject immediately prepay the Five Year Revolving Credit Loans and cash collateralize or replace the Letters of Credit in an amount equal to mandatory prepayment as follows:the amount of such excess. (c) Unless the Required Lenders otherwise agree, the Borrower shall prepay the Loans and reduce the Commitments in an amount equal to (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary 100% of the Net Proceeds of such disposition any sale or Event issuance of Lossdebt securities by the Borrower or any Subsidiary, the Borrowers shall deliverwhether in a public offering, a private placement or cause to be deliveredotherwise (other than Indebtedness permitted under Section 10.2, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment it being understood that "earn-out" arrangements entered into in connection with Permitted Acquisitions shall not be required deemed to the extent a Loan Party or such Subsidiary reinvests be debt securities for purposes of this Section 6.5(c)), and (ii) subject to clause (f) of this Section 6.5, 100% of the Net Proceeds of such any sale, lease, assignment, exchange or other disposition for cash of any asset or Event group of Loss in productive assets (including, without limitation, insurance proceeds paid as a result of a kind then used any destruction, casualty or usable taking of any property of the Borrower or any Subsidiary), not made in the business ordinary course of business, by the Borrower or any Subsidiary of the Borrowers Borrower, in any such case no later than three Business Days following receipt by the Borrower or such Subsidiary within 180 days after of such proceeds, together with accrued interest to such date on the amount prepaid; provided that (A) no such prepayment shall be required pursuant to subclause (ii) of this Section 6.5(c) unless the aggregate amount of such Net Proceeds received by the Borrower and its Subsidiaries and not previously applied to prepayment of the Term Loans and the reduction of the Commitments pursuant to Section 6.5(c)(ii) is at least $500,000, and (B) no such prepayment shall be required pursuant to this Section 6.5(c) to the extent that the aggregate amount of such Net Proceeds does not exceed $5,000,000 or the ratio of (1) Consolidated Total Indebtedness of the Borrower as of the last day of the Rolling Period most recently ended prior to the date of receipt of such disposition Net Proceeds and for which the Borrower shall have been required to provide financial statements pursuant to Section 9.1 to (2) Consolidated EBITDA of the Borrower for such period (calculated on a pro forma basis, as if the event giving rise to the receipt of such Net Proceeds had occurred as of the first day of such Rolling Period) would be less than 1.75 to 1. Amounts prepaid pursuant to this Section 6.5(c) shall be applied first, prior to the Conversion Date, to the reduction of the 364-Day Revolving Credit Commitments and the prepayment of the 364-Day Revolving Credit Loans, and from and after the Conversion Date, to installments of principal of the Term Loans until paid in full, and second to the reduction of the Five Year Revolving Credit Commitments and the prepayment of the Five Year Revolving Credit Loans and/or cash collateralize or Event replace the Letters of LossCredit. Prepayments of installments of Term Loans shall be applied pro rata to installments of principal of the Term Loans until paid in full and such amounts so prepaid may not be reborrowed. Nothing in this Section 6.5(c) shall be construed to derogate any restriction or limitation contained in any Loan Document imposed on any transaction of the types described in this Section 6.5(c), including without limitation the restrictions set forth in Sections 10.2, 10.5 and 10.6 hereof. (d) On or before the earlier of the date on which the financial statements referred to in Section 9.1(a) are required to be delivered in respect of a fiscal year of the Borrower, beginning with the fiscal year ending December 31, 2000, and the date on which such financial statements are actually delivered, the Borrower shall prepay the Term Loans in the amount of 75% of Excess Cash Flow for the fiscal year covered by such financial statements, together with accrued interest to such date on the amount prepaid; provided that no such prepayment shall be required pursuant to this Section 6.5(d) if the applicable ratio of (1) Consolidated Total Indebtedness of the Borrower notifies Agent as of the last day of the Rolling Period most recently ended immediately prior to the date the Excess Cash Flow is calculated as provided herein to (2) Consolidated EBITDA of the Borrower for such period is less than 1.75 to 1. Amounts prepaid pursuant to this Section 6.5(d) shall be applied pro rata to installments of principal of the Term Loans until paid in full and such amounts so prepaid may not be reborrowed. (e) Unless the Required Lenders otherwise agree, the Borrower shall prepay the Term Loans in an amount equal to 50% of the Net Proceeds of any sale or issuance of any equity securities by the Borrower or any Subsidiary, whether in a public offering, a private placement or otherwise, other than amounts received upon exercise of stock options issued pursuant to a stock option plan permitted under this Agreement, and other than any Net Proceeds from any sale or issuance of equity securities received prior to the Conversion Date; provided that no such prepayment shall be required pursuant to this Section 6.5(e) unless the aggregate amount of such Borrower’s Net Proceeds received by the Borrower and its Subsidiaries and not previously applied to prepayment of the Term Loans pursuant to this Section 6.5(e) is at least $500,000 or such Subsidiary’s intent to reinvest and Net Proceeds result from the issuance of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.equity securities in connection with a Permitted

Mandatory Prepayments. In addition to (a) If any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans Capital Stock or Indebtedness shall be subject issued or incurred by any Group Member (other than Westar Industries and its Subsidiaries), an amount equal to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any 100% of the lending limits Net Cash Proceeds thereof, if any, shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.1(a2.9(d); provided that the Term Loans need not be prepaid -------- with the Net Cash Proceeds of (i) issuances of Capital Stock pursuant to employee benefit plans or pursuant to the Borrower's direct stock purchase plan, (ii) Indebtedness that (A) has a maturity that is at least one year after the scheduled maturity of the Term Loans, (B) does not contain covenants or other restrictions more restrictive than the covenants and restrictions contained herein and (C) is used to refinance existing Indebtedness of the Borrower or KGE, (iii) remarketing of variable rate industrial revenue bonds, (iv) issuances of Capital Stock to the extent the Net Cash Proceeds thereof are used to repay all or part of the 2003 Bonds and/or the 2004 Bonds, or (v) proceeds of advances by the Borrower to KGE or KGE to the Borrower. (b) If on any date any Group Member shall receive Net Cash Proceeds from any Disposition made pursuant to Section 6.4(e), an amount equal to 100% of such Net Cash Proceeds shall be applied within 120 days of such date toward the prepayment of the Term Loans as set forth in Section 2.9(d); provided that prior -------- to such application, such Net Cash Proceeds will be maintained in a segregated account with the Administrative Agent and invested in Cash Equivalents until the time of such application; provided, further, that the Term Loans need not be -------- ------- prepaid with such Net Cash Proceeds to the extent such Net Cash Proceeds are either (i) used to repurchase 2003 Bonds and/or 2004 Bonds or (ii) irrevocably deposited with the trustee for the 2003 Bonds and/or 2004 Bonds, as applicable, as trust funds in trust for the purpose of making payments of amounts owing in respect of the 2003 Bonds and/or 2004 Bonds, as the case may be, when due. (c) If on any date any Group Member shall receive Net Cash Proceeds from any Disposition made pursuant to Section 6.4(j) or Section 2.5(a) have been exceeded6.4(k), Borrowers an amount equal to 100% of such Net Cash Proceeds shall pay Agent for be applied on such date toward the benefit prepayment of the Lenders an amount sufficient to reduce Term Loans and the outstanding principal balance permanent reduction of the applicable Revolving Commitments as set forth in this Section 2.9(c) and in Section 2.9(d). Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.9(c) shall be applied, on a pro rata basis, to the prepayment of the Term Loans and to the permanent reduction of the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans to the applicable maximum allowed amountextent, and such amount shall become due and payable by Borrowers without if any, that the necessity Total Revolving Extensions of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including Credit exceed the amount of the estimated Net Proceeds Total Revolving Commitments as so reduced. (d) The application of any prepayment pursuant to Section 2.9 shall be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Lossmade, the Borrowers shall deliverfirst, or cause to be deliveredABR Loans and, such excess Net Proceeds second, to Agent for distribution to the Lenders as a Eurodollar Loans. Each prepayment of ------ the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment Loans under Section 2.9 shall not be required accompanied by accrued interest to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that prepayment on the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyamount prepaid.

Mandatory Prepayments. In addition to (a) If on any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, date the Loans Borrower shall be subject to mandatory prepayment as follows: receive Net Cash Proceeds from (i) immediately upon discovery any incurrence of Indebtedness by the Borrower, other than Indebtedness permitted pursuant to Section 7.1, or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary Extraordinary Receipts, then such Net Cash Proceeds shall be applied on the third Business Day following receipt of a Loan Party shall at any time or from time to time such Net Cash Proceeds (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder the case of clause (ii), following receipt of Net Cash Proceeds from any individual event or (y) suffer series of events in an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the aggregate amount of $100,000) toward the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding . (b) If on any date the foregoing and provided no Borrower shall receive Net Cash Proceeds from any Asset Sale, the Borrower shall prepay the Loans on such date in an amount equal to (i) at any time other than when an Event of Default has occurred and is continuing, the greater of (A) the amount of such Net Cash Proceeds, and (B) if the Asset Sale is a sale, lease or other disposition of a Tower, one hundred twenty-five percent (125%) of the Allocated Loan Amount for such Tower (such greater amount, the “Asset Sale Prepayment Amount”), or (ii) at any time when an Event of Default has occurred and is continuing, the greater of (A) one hundred percent (100%) of such Net Cash Proceeds and (B) if the Asset Sale is a sale, lease or other disposition of a Tower, one hundred twenty-five percent (125%) of the Allocated Loan Amount for such Tower. For purposes of this paragraph, “Allocated Loan Amount” at any time with respect to any Tower, is an amount equal to the unpaid principal amount of the Loans at such time multiplied by a fraction, the numerator of which is the Tower Cash Flow of such Tower at such time and, the denominator of which is the Aggregate Tower Cash Flow at such time. Notwithstanding the foregoing, during each calendar year, a portion of the Asset Sale Prepayment Amounts otherwise required to be applied to the prepayment of Loans and/or the permanent reduction of the Commitments pursuant to this Section 3.4(b), in an aggregate amount not to exceed the Permitted Reinvestment Amount for such calendar year, shall not require such a mandatory prepayment and/or permanent reduction (it being understood that amounts not so used shall be required to prepay the Loans in accordance with this Section 3.4(b)), provided that (1) the Borrower delivers a notice no later than two (2) Business Days prior to the closing of the relevant Asset Sale, that the Asset Sale Prepayment Amounts associated with such Asset Sale will be deposited into a third-party escrow account or in a segregated deposit account in which the Collateral Agent has a first priority perfect security interest which is subject to an Account Control Agreement (the “Liquidated Tower Replacement Account”), and within six (6) months, the Asset Sale Prepayment Amounts will be used by the Borrower to acquire Towers, (2) the Towers to be acquired satisfy the Tower Substitution Conditions, and (3) the Debt Service Coverage Ratio following the reinvestment in the acquired Tower is not less than the Debt Service Coverage Ratio immediately prior to the sale of the disposed Tower on a pro forma basis. As used herein, the “Permitted Reinvestment Amount” for any calendar year equals three percent (3%) of the aggregate principal amount of the Loans outstanding at any time of determination during such calendar year. Funds deposited in the Liquidated Tower Replacement Account may be released therefrom to be used to acquire Towers, provided that the foregoing conditions are satisfied. For the avoidance of doubt, the Borrower shall not be required to make a prepayment under this Section 3.4(b) in relation to any transfer of any Towers under construction required to be transferred to an Affiliate of SBAC pursuant to Section 6.12 or the extent a Loan Party assignment to SBAC or such Subsidiary reinvests the Net Proceeds any Affiliate of such disposition or Event of Loss in productive assets of a kind then used or usable in the business SBAC of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent rights to reinvest purchase any Towers arising under a purchase agreement entered into prior to the Operative Date which has not closed and of with respect to which the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyseller party is not in breach.

Mandatory Prepayments. In addition to (a) If any prepayment required Indebtedness shall be incurred by the Company or any of its Subsidiaries after the Closing Date (excluding (i) the proceeds of a Permitted Receivables Financing, and (ii) any other permitted Indebtedness incurred in accordance with Section 10.2 7.2), an amount 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 2.13(d). (b) 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 (or will be delivered concurrently with the next Compliance Certificate to be delivered pursuant to Section 6.2(b)), the Applicable Prepayment Percentage of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 2.13(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 2.13(d). (c) In the event that for any fiscal year of the Company (commencing with the first full fiscal year ending after the Closing Date), there shall be Excess Cash Flow, the Company shall, on the relevant Excess Cash Flow Application Date, prepay Tranche B Term Loans in an aggregate amount equal to the ECF Percentage of such Excess Cash Flow less (i) the aggregate amount of voluntary prepayments, redemptions and repurchases of (A) Term Loans (including Loans under Incremental Term Facilities), Incremental Equivalent Debt, Permitted Refinancing Indebtedness and any other Indebtedness permitted under Section 7.2, in each case under this sub-clause (A), to the extent such debt is secured on a pari passu basis with the Term Loans and (B) the Loans under the Revolving Facility (including Loans under any Incremental Revolving Facility) (to the extent (I) accompanied by a permanent reduction of the corresponding Revolving Commitment or (II) in respect of amounts initially used to fund on the Closing Date certain additional original issue discount or upfront fees), in the case of each of clause (A) and clause (B), made during such fiscal year (without duplication in the next fiscal year) or, at the Company’s election, after the end of such fiscal year and prior to the time such Excess Cash Flow prepayment is due, and other than to the extent that any such prepayment, redemption or repurchase is funded with the proceeds of Long-Term Indebtedness and (ii) the aggregate amount of any Capital Expenditures (including contracted but not yet consummated and planned Capital Expenditures) made during such fiscal year (without duplication in the next fiscal year) or, at the Company’s election, after the end of such fiscal year and prior to the time such Excess Cash Flow prepayment is due, and other than to the extent that any such Capital Expenditure is funded with the proceeds of Long-Term Indebtedness; provided that, with respect to each fiscal year, a prepayment shall only be required under this Section 2.13(c) if the applicable prepayment under this Section 2.13(c) for such fiscal year is greater than $25,000,000 (the “ECF Threshold”); provided further that only amounts in excess of the ECF Threshold shall be required to be applied to prepay Tranche B Term Loans under this Section 2.13(c). (d) The application of any prepayment pursuant to Section 2.13(a) or (b) shall be made ratably to the Term Loans based on the outstanding respective principal amounts thereof. The application of any prepayment pursuant to Section 2.13(c) shall be applied solely to the Tranche B Term Loans. Partial prepayments of the Term Loans pursuant to this Section 2.13 shall be applied to the remaining installments thereof in the direct order of maturity. The application of any prepayment of Term Loans pursuant to this Section 2.13 shall be made, first, to ABR Loans and second, to Eurodollar Loans. Each prepayment of the Loans under this Section 2.13 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) If at any time the Total Revolving Extensions of Credit exceeds the Total Revolving Commitments (including as a result of an Event a change in the Exchange Rate for the purchase of Default hereunderDollars with a Foreign Currency) for a period of ten consecutive Business Days, the Borrowers shall, within one Business Day of notice thereof from the Administrative Agent, prepay the Revolving Loans shall be subject in an amount equal to mandatory prepayment as follows:the amount of such excess or cash collateralize L/C Obligations in respect of any Letters of Credit to the extent necessary to eliminate any such excess. (if) immediately upon discovery by Notwithstanding any other provisions of Section 2.13, to the extent any or notice to Borrowers that any all of the lending limits set forth in Section 2.1(aNet Cash Proceeds from any Asset Sale or Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by any applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or Section 2.5(a) have been exceeded, Borrowers shall pay Agent passed on to or used for the benefit of the Lenders an amount sufficient Company or any applicable Domestic Subsidiary (the Company hereby agreeing to reduce the outstanding principal balance of cause the applicable Loans Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation as long as such repatriation does not create a material adverse tax consequence) or if the Company has determined in good faith that repatriation of any such amount to the Company or any applicable maximum allowed Domestic Subsidiary would have material adverse tax consequences with respect to such amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent portion of such proposed disposition Net Cash Proceeds or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall Excess Cash Flow so affected will not be required to be applied to prepay Term Loans at the times provided in this Section 2.13 but may be retained by the applicable Foreign Subsidiary for 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 Company or the applicable Domestic Subsidiary, or the Company 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 Company determines in good faith that such repatriation would no longer would 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 (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the applicable Term Loans as otherwise required pursuant to this Section 2.13. (g) Notwithstanding anything to the contrary in this Section 2.13, to the extent a Loan Party or such Subsidiary reinvests any assets that are sold in an Asset Sale do not constitute PP&E Collateral as defined under the Target Indentures as in effect on the Closing Date (“Non-PP&E Collateral Assets”) and the Net Cash Proceeds from any such Asset Sale of Non-PP&E Collateral Assets are required to be used to make a mandatory prepayment under this Section, then a pro rata amount of such disposition Net Cash Proceeds may be used to ratably prepay, repay, redeem, reduce or Event purchase (or offer to prepay, repay, redeem, reduce or purchase) obligations under the Target Notes in accordance with the Target Indentures (and the amount of Loss in productive assets of any such mandatory prepayment under this Section 2.13 shall be reduced by a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelylike amount).

Mandatory Prepayments. In addition (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Capital Stock shall be issued (other than (x) Capital Stock issued as consideration for the acquisition by the Borrower or its Subsidiaries of assets (including Capital Stock of another Person) or (y) Capital Stock the proceeds of which are used within 30 days to finance the acquisition by the Borrower and its Subsidiaries of assets (including Capital Stock of another Person)), or Indebtedness incurred, by the Borrower or any prepayment required of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 10.2 7.2(a)-(f) and (h)-(j) as in effect on the date of this Agreement), then on the date of such issuance or incurrence, the Loans (other than the Capital Markets Term Loans) shall be prepaid, by an amount equal to the amount of the Net Cash Proceeds of such issuance or incurrence, as set forth in Section 2.10(e). The provisions of this Section do not constitute a result consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Guarantee and Collateral Agreement, or a consent to the incurrence of any Indebtedness by the Borrower or any of its Subsidiaries not permitted by Section 7.2, or a consent to any Investment not permitted by Section 7.7. (b) If the Borrower issues the Take-Out Debt, then on the date of such issuance, the Capital Markets Term Loans (and, to the extent the amount of the Net Cash Proceeds of such issuance exceeds the amount of the outstanding Capital Markets Term Loans, the other Loans) shall be prepaid by an amount equal to the amount of the Net Cash Proceeds of such issuance, as set forth in Section 2.16(b). (c) 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, Purchase Price Refund or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof promptly, but in no event later than five days from the date of receipt by the Borrower of such Net Cash Proceeds (provided that in the case of an Event Asset Sale which yields gross proceeds less than $1,000,000, any Reinvestment Notice may be delivered at any time within 90 days after the date of Default hereunderreceipt by the Borrower of such Net Cash Proceeds), the Loans (other than the Capital Markets Term Loans) shall be prepaid by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.10(e); provided, on each Reinvestment Prepayment Date the Loans (other than the Capital Markets Term Loans) shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event, as set forth in Section 2.10(e). The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5. (d) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2002, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Loans shall be subject prepaid by an amount equal to mandatory prepayment the Excess Cash Flow Percentage of such Excess Cash Flow, as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a2.10(e). Each such prepayment shall be made on a date (an "Excess Cash Flow Application Date") or no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 2.5(a) have been exceeded6.1(a), Borrowers shall pay Agent for the benefit of fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time the date such financial statements are actually delivered. (e) Amounts to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset be applied in connection with prepayments made pursuant to this Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Lossshall be applied, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Lossfirst, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding Term Loans and, second, to the foregoing and provided no Event prepayment of Default has occurred and is continuing, the Revolving Credit Loans (such prepayment shall of Revolving Credit Loans not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business being accompanied by an automatic reduction of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyRevolving Credit Commitments).

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and[Reserved]. (ii) If From and after the Amendment No. 2 Effective Date and solely during a Loan Party Secured Covenant Period, (x) if the Lead Borrower or any Restricted Subsidiary of a Loan Party shall at any time or from time to time (x) directly make a Disposition or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) shall suffer an Event of LossLoss resulting in Net Cash Proceeds in excess of $15.0 million in a single transaction or in a series of related transactions or $25.0 million in the aggregate for all such Dispositions or Events of Loss during such fiscal year, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary and in respect thereof) and (B) any event within five (5) Business Days of receipt thereof by a Loan Party and/or such the Borrower or the Restricted Subsidiary of the Net Cash Proceeds of such disposition Disposition or such Event of Loss, the Borrowers Lead Borrower shall deliverprepay the Term Loans, or cause in an aggregate amount equal to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment 100.00% of the amount of all such Net Cash Proceeds in excess of the amount specified above and (y) promptly and in any event within five (5) Business Days of receipt by the Borrower or any Restricted Subsidiary of the Net Cash Proceeds in respect of any Disposition of the Great Oaks Property (including the Great Oaks Sale/Leaseback Transaction), the Lead Borrower shall prepay the Term Loans. Notwithstanding , in an aggregate amount equal to 50.00% of the foregoing amount of all such Net Cash Proceeds; provided that, in the case of each Disposition (other than any Disposition of the Great Oaks Property) and provided no Event of Default has occurred and is continuingLoss, such prepayment if the Lead Borrower or the applicable Restricted Subsidiary intends to invest or reinvest, as applicable, within twelve (12) months of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the operations of the Lead Borrower or its Subsidiaries, then the Lead Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested within such twelve-month period, or the Lead Borrower or a Loan Party Restricted Subsidiary has committed to so invest or reinvest such Subsidiary reinvests the Net Cash Proceeds of during such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or twelve-month period and such Subsidiary Net Cash Proceeds are so reinvested within 180 days after the date expiration of such disposition twelve-month period; provided, however, that if any Net Cash Proceeds have not been so invested or Event reinvested prior to the expiration of Lossthe applicable period, the Borrower shall promptly prepay the Term Loans in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested; provided, further, that if, at the time that any such prepayment would be required hereunder, the Lead Borrower is required to prepay or offer to repurchase any other Indebtedness secured on a pari passu basis (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis) with the Obligations pursuant to the terms of the documentation governing such Indebtedness with such Net Cash Proceeds (such Indebtedness (or Refinancing Indebtedness in respect thereof) required to be prepaid or offered to be so repurchased, the “Other Applicable Indebtedness”), then the Lead Borrower may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repurchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; provided that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(c)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly be applied to prepay the Term Loans in accordance with the terms hereof. The amount of each such prepayment shall be applied to the outstanding Term Loans of each Class pro rata, until paid in full. (iii) [Reserved]. (iv) [Reserved]. (v) The Borrowers shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 2.10, prepay the Revolving Loans and, if necessary after such Revolving Loans have been repaid in full, replace or cause to be cancelled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the L/C Issuers) outstanding Letters of Credit by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitments have been so reduced. Each prefunding of L/C Obligations that the Borrowers choose to make to the Administrative Agent as a result of the application of this clause (v) by the deposit of cash or Cash Equivalents with the Administrative Agent shall be made in accordance with Section 7.4. (vi) Notwithstanding any provision under this Section 2.8(c) to the contrary, (A) any amounts that would otherwise be required to be paid by the Lead Borrower pursuant to Section 2.8(c)(ii) above shall not be required to be so prepaid to the extent any such Disposition is consummated by a Foreign Subsidiary, such Net Cash Proceeds in respect of any Event of Loss are received by a Foreign Subsidiary or such Indebtedness is incurred by a Foreign Subsidiary, for so long as the repatriation to the United States of any such amounts would be prohibited under any Applicable Laws (including any such laws with respect to financial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance and similar legal principles, restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries) and (B) if the Lead Borrower determines in good faith that the repatriating of any amounts required to mandatorily prepay the Loans pursuant to Section 2.8(c)(ii) above would result in a tax liability that is material to the amount of funds otherwise required to be repatriated (including any withholding tax) (such amount in clauses (A) and (B), a “Restricted Asset Sale Amount”), the amount the Lead Borrower shall be required to mandatorily prepay pursuant to Section 2.8(c)(ii) shall be reduced by the Restricted Asset Sale Amount until such time as it may repatriate such Restricted Asset Sale Amount without incurring such tax liability. (vii) Notwithstanding the foregoing, each Term A-2 Lender shall have the right to reject its applicable Term A-2 Loan Percentage of any mandatory prepayment of the Term A-2 Loans pursuant to Section 2.8(c)(ii) above (each such Lender, a “Rejecting Lender”); provided that any amount rejected by a Rejecting Lender may be retained by the Borrower (the aggregate amount of such proceeds so rejected as of any date of determination, the “Declined Proceeds”). (viii) Unless the applicable Borrower notifies Agent otherwise directs, prepayments of such Borrower’s or such Subsidiary’s intent Revolving Loans under this Section 2.8(c) shall be applied first to reinvest and Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Term Benchmark Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.8(c) shall be made by the payment of the completion principal amount to be prepaid together with any amounts due the Lenders under Section 8.1. Except as otherwise provided in Section 2.8(c)(ii), mandatory prepayments of such reinvestment at the time such proceeds are received Term Loans shall be applied to each Class of Term Loans on a pro rata basis and when such reinvestment occursapplied to the installments thereof as directed by the Lead Borrower, respectivelyor if not so specified before the date of required payment, in the direct order of maturity other than with respect to that portion of any installment held by a Rejecting Lender.

Mandatory Prepayments. In addition (i) Within 10 Business Days of the date of receipt by Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions described in Section 4-12(d)(i), (iv) and (v)), Borrower shall prepay the outstanding principal amount of the Tranche A Term Loans in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided, that no such prepayment shall be required unless and until the aggregate Net Cash Proceeds received during any prepayment required fiscal year of the Borrower from such asset dispositions exceeds $2,000,000 (in accordance with which case all Net Cash Proceeds in excess of such amount shall be used to make prepayments pursuant to this Section 10.2 2-9(d)); provided further that, so long as a result of an (A) no Suspension Event or Event of Default hereundershall have occurred and be continuing or would result therefrom, (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the Loans costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, (C) the monies are held in a deposit account in which ABL Agent has a perfected security interest, and (D) Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 365 days after the initial receipt of such monies (or if the Loan Parties have committed to reinvest such Net Cash Proceeds within such 365 day period, reinvestment within 180 days following such 365 day period), then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, all amounts remaining in the deposit account referred to in clause (C) above shall be subject paid to mandatory prepayment as follows: (i) immediately upon discovery by or notice Agent and applied to Borrowers the Tranche A Term Loans; provided that no Borrower nor any of its Subsidiaries shall have the lending limits set forth right to use such Net Cash Proceeds to make such replacements, purchases, or construction in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit excess of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or $10,000,000.00 in any Lender; andgiven fiscal year. (ii) If a Loan Party Within 10 Business Days of the date of incurrence by Borrower or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose its Subsidiaries of any asset Indebtedness not permitted by this Agreement, Borrower shall prepay the outstanding principal amount of the Tranche A Term Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such incurrence. (iii) Concurrently upon the receipt of the proceeds of any Rebate by Aeropostale Procurement Company, Inc., the Borrower shall cause Aeropostale Procurement Company, Inc. to transfer such proceeds to the Borrower and thereafter Borrower shall immediately prepay the Tranche B Term Loans in an amount equal to such proceeds. Borrower hereby acknowledges and agrees that the payment of the Rebate to Aeropostale Procurement Company, Inc. pursuant to the Sourcing Agreement is subject to setoff to prepay the Tranche B Term Loans to the extent provided in Section 2(e) of the Sourcing Agreement. Each prepayment of the outstanding Tranche B Term Loans pursuant to Section 8.5(d2-9(d)(iii) or shall be applied to the Tranche B Term Loans and to the principal repayment installments thereof in a manner not permitted hereunder or (y) suffer an Event direct order of Lossmaturity, then (A) the Borrowers and each such prepayment shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution paid to the Lenders as a prepayment in accordance with their respective Applicable Percentage in respect of the Tranche B Term Loans. ; provided, however, that the Agent and the Borrower may agree to alternative forms of payment under the Tranche B Term Loans in respect of a Rebate payable under the Sourcing Agreement, such as cancellation of a portion of the Tranche B Term Loans in lieu of actual payment of the Rebate. (iv) Notwithstanding the foregoing and provided no Event foregoing, prior to making any payments to the Lenders under this Section 2-9(d), Agent shall promptly provide the Lenders written notice of Default has occurred and is continuingthe applicable proposed prepayment, such any Lender may reject all of its pro rata share of any mandatory prepayment shall not be required to the extent a Loan Party be made pursuant to Section 2-9(d)(i) or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days (ii) by providing written notice to Agent no later than 5:00 p.m. New York time one Business Day after the date of such disposition or Event Lender’s receipt of Loss; provided that the applicable notice from Agent regarding such prepayment, and any such amount declined shall be retained by Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyused for purposes not prohibited by this Agreement.

Mandatory Prepayments. In addition (a) The Company shall make a prepayment to be applied to the Loans, until paid in full, upon the occurrence of any prepayment required of the following (each a “Mandatory Prepayment Event”) at the following times and, without duplication, in accordance with Section 10.2 the following amounts (such applicable amounts being referred to as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows:“Designated Proceeds”): (i) immediately upon discovery Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Asset Disposition in excess of $10,000,000 in the aggregate during the term of this Agreement, in an amount equal to 100% of such Net Cash Proceeds (unless the Company has, within one hundred eighty (180) days after the receipt of such Net Cash Proceeds, executed definitive documentation acceptable to the Administrative Agent in its reasonable discretion to use such Net Cash Proceeds to invest in like assets). (ii) With respect to the receipt by any Loan Party of any Net Cash Proceeds from any issuance of Capital Securities of any Loan Party (excluding (x) any issuance of Capital Securities pursuant to any employee, officer or notice director option program, benefit plan or compensation program and (y) any issuance of Capital Securities by a Subsidiary to the Company or another Subsidiary), if, before giving effect to the issuance of such Capital Securities, the Total Debt to EBITDA Ratio is greater than 2.50:1.00, then the Company must, within one hundred eighty (180) days after the issuance of such Capital Securities, either (A) execute definitive documentation acceptable to the Administrative Agent in its reasonable discretion to use such Net Cash Proceeds to make a Permitted Acquisition, or (B) make a prepayment in the amount of 100% of such Net Cash Proceeds. If, however, before giving effect to the issuance of such Capital Securities, the Total Debt to EBITDA Ratio is less than or equal to 2.50:1.00, then a Mandatory Prepayment Event shall not be deemed to have occurred. (iii) Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of any Debt in excess of $10,000,000 in the aggregate during the term of this Agreement (other than Debt permitted pursuant to Section 11.1) of any Loan Party, in an amount equal to 100% of such Net Cash Proceeds. (iv) Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any insurance claim or condemnation award in excess of $10,000,000 in the aggregate during the term of this Agreement, in an amount equal to 100% of such Net Cash Proceeds (unless Borrowers that have, within one hundred eighty (180) days after the receipt of such Net Cash Proceeds, executed definitive documentation acceptable to the Administrative Agent in its reasonable discretion to use such Net Cash Proceeds to invest in like assets). (b) If on any day the Revolving Outstandings plus the outstanding amount of the lending limits set forth in Section 2.1(a) Swing Line Loan exceeds the Revolving Commitment, the Company shall immediately prepay Revolving Loans and/or Cash Collateralize the outstanding Letters of Credit, or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit do a combination of the Lenders foregoing, in an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and eliminate such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyexcess.

Mandatory Prepayments. In addition to (i) If the Borrower or any prepayment required of its Subsidiaries receives any Net Cash Proceeds from any Disposition (other than any Disposition permitted under Sections 7.05(b), 7.05(c), 7.05(e), 7.05(f), 7.05(h) or 7.05(i) (which proceeds in the case of Section 7.05(i) shall be applied in accordance with Section 10.2 as a result of an Event of Default hereunder7.05(i)), the Loans shall be Borrower shall, subject to mandatory prepayment Section 2.02(c), cause to be prepaid an aggregate principal amount of the Loans equal to 100% of all Net Cash Proceeds received therefrom as follows:promptly as reasonably practicable, but in any event prior to the date which is three (3) Business Days after the receipt of such Net Cash Proceeds. (i) immediately upon discovery by If the Borrower or notice to Borrowers that any of its Subsidiaries receives any Net Cash Proceeds from any Casualty Event, the lending limits set forth in Borrower shall, subject to Section 2.1(a) or Section 2.5(a) have been exceeded2.02(c), Borrowers shall pay Agent for the benefit cause to be prepaid an aggregate principal amount of the Lenders an amount sufficient Loans equal to reduce the outstanding principal balance 100% of the applicable Loans all Net Cash Proceeds received therefrom as promptly as reasonably practicable, but in any event prior to the applicable maximum allowed amount, and date which is three (3) Business Days after the receipt of such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; andNet Cash Proceeds. (ii) If a Loan Party the Borrower or any Subsidiary of a Loan Party shall at its Subsidiaries incurs or issues any time Indebtedness not expressly permitted to be incurred or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset issued pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer 7.03, the Borrower shall cause to be prepaid an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the aggregate principal amount of the estimated Loans equal to 100% of all Net Cash Proceeds received therefrom as promptly as reasonably practicable, but in any event, prior to the date which is one (1) Business Day after the receipt of such Net Cash Proceeds. (iii) If the Borrower or any of its Subsidiaries receives any Net Cash Proceeds from any issuance of Equity Interests (including capital contributions), the Borrower shall cause to be prepaid an aggregate principal amount of the Loans equal to 100% of all Net Cash Proceeds received by a Loan Party and/or such Subsidiary therefrom as promptly as reasonably practicable, but in respect thereof) and any event, prior to the date which is three (B) within five (53) Business Days of after the receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event Net Cash Proceeds. (iv) The Borrower shall notify the Administrative Agent in writing of Loss, the Borrowers shall deliver, or cause any mandatory prepayment of Loans required to be delivered, such excess Net Proceeds made pursuant to Agent for distribution clauses (i) through (iv) of this Section 2.02(b) at least two (2) Business Days prior to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event prepayment pursuant to a Prepayment Notice. Each such notice shall specify the date of Loss; provided that such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s Prepayment Notice and of such Lender’s Pro Rata Share of the prepayment, in each case, with accrued and unpaid interest on the Loans to be repaid and the Exit Fee with respect to such Loans. Notwithstanding anything to the contrary herein, each such prepayment shall be applied first to prepay the New Money Loans, and thereafter, subject to the Novelion Subordination Agreement (as certified by a Responsible Officer of the Borrower in the applicable Borrower notifies Agent Prepayment Notice), to prepay the Roll Up Loans. For the avoidance of such Borrower’s or such Subsidiary’s intent doubt, (x) the outstanding Loan amount shall include the Commitment Fee (added to reinvest and the balance of the completion New Money Loans), accrued interest and capitalized interest already added to the Loan balance, and any prepayment of such reinvestment at New Money Loans shall require payment of the time such proceeds are received Exit Fee and when such reinvestment occurs, respectively(y) any prepayment shall be applied in accordance with Section 8.03 if then applicable.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that If any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly make or indirectly, sell, transfer or otherwise dispose of any asset agree to make a Transfer pursuant to Section 8.5(d) or 7.3(b), and the aggregate amount of net proceeds received by the Loan Parties and their Subsidiaries in a manner not permitted hereunder or (y) suffer an Event of Lossconnection with such Transfer and all other Transfers occurring during such fiscal year exceeds $100,000, then (Ai) the Borrowers Borrower shall promptly notify Agent of such proposed disposition or Event of Loss Transfer (including the amount of the estimated Net Proceeds net proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (Bii) within five (5) Business Days of promptly upon receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds such net proceeds of such disposition or Event of LossTransfer, the Borrowers Borrower shall deliver, or cause to be delivered, such excess Net Proceeds net proceeds to Agent for distribution to the Lenders as a prepayment of the LoansTerm Loan (unless otherwise waived in writing by the Requisite Lenders), which prepayment shall be applied to the remaining installments of the Term Loan in inverse order of maturity. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds such net proceeds of such disposition or Event of Loss Transfer in productive assets (other than inventory) of a kind then used or usable in the business of the Borrowers Loan Parties or such Subsidiary Subsidiary, within 180 ninety (90) days after the date of such disposition or Event of LossTransfer; provided that the applicable Borrower notifies Agent of such BorrowerLoan Party’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. (ii) If any Loan Party or any of its Subsidiaries shall at any time or from time to time (x) make or agree to make an exclusive license for the use of any Loan Party’s or its Subsidiaries’ Intellectual Property (other than (1) the XMET Intellectual Property (as defined below), (2) pursuant to the [*] Disposition or (3) licenses that could not result in a legal transfer of title of the licensed property but that are exclusive in respects other than territory or that are exclusive as to territory only as to discreet geographical areas outside of the United States), or (y) grant any negative pledges on any Intellectual Property or any of its other assets permitted under clause (e) of the second sentence of Section 7.1, then simultaneously with such license becoming effective or such negative pledge being granted, as the case may be, unless otherwise waived in writing by the Lenders, the Borrower shall either (A) prepay the Term Loan and all other Obligations in full or (B) have deposited cash collateral for the Obligations in an amount equal to the then outstanding principal balance of the Term Loan in a deposit account under the full dominion and control of the Agent pursuant to a cash collateral agreement in form and substance satisfactory to the Agent. If any Loan Party or any of its Subsidiaries shall at any time or from time to time create, incur, assume or permit to exist any Lien on any Intellectual Property or any of its other assets permitted under clause (g) of the first sentence of Section 7.1, then simultaneously with such Lien being created, incurred, assumed or permitted to exist, the Borrower shall prepay the Term Loan and all other Obligations in full unless the Lenders shall have waived such prepayment in writing. (iii) If any Loan Party or any of its Subsidiaries shall at any time or from time to time (x) make or agree to make an exclusive license for the use of any XMET Intellectual Property (other than licenses that could not result in a legal transfer of title of the licensed property but that are exclusive in respects other than territory or that are exclusive as to territory only as to discreet geographical areas outside of the United States), or (y) grant any Liens on any XMET Assets permitted under clause (i) of the first sentence of Section 7.1 or any negative pledges on any XMET Assets permitted under clause (g) of the second sentence of Section 7.1, then simultaneously with such license becoming effective or such Lien or negative pledge being granted, as the case may be, unless otherwise waived in writing by the Lenders, the Borrower shall prepay the Term Loan in an amount equal to the amount set forth in the table below opposite the month in which such license becomes effective or such Lien or negative pledge is granted. “XMET Assets” means (A) the XMET Intellectual Property, (B) all statistical data and regulatory filings solely related to the insulin receptor antibodies which form the Loan Parties’ “XMet” program and (C) all raw materials and inventory created, developed, acquired or manufactured solely with respect to the insulin receptor antibodies which form the Loan Parties’ “XMet” program (1) on or prior to entering into an XMET License Agreement, or (2) thereafter with funding from third parties pursuant to the XMET License Agreement. “XMET Intellectual Property” means any Intellectual Property related to the insulin receptor antibodies which form the Loan Parties’ “XMet” program. “XMET License Agreement” means an agreement between one or more Loan Parties and a third party collaboration partner containing a license permitted under Section 7.3(c) with respect to the XMET Intellectual Property.

Mandatory Prepayments. In addition (a) [Reserved]. (b) After the Prepetition Debt has been paid in full and the commitments thereunder have been terminated, (i) not later than the third Business Day after the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of such Net Cash Proceeds received (and not yet used to any prepayment required prepay Term Loans pursuant to this Section 2.13(b)) to prepay outstanding Term Loans in accordance with Section 10.2 2.13(g) and (ii) not later than the third Business Day after the receipt of any “net cash proceeds” in respect of the TSA Settlement (with “net cash proceeds”, for purposes of this clause (ii) to be defined as the aggregate cash proceeds received in respect of the TSA Settlement (including, for the avoidance of doubt, any deferred amounts) and any cash payments received in respect of promissory notes or other non-cash consideration delivered in respect of the TSA Settlement, net of (without duplication) (A) the reasonable expenses (including legal fees and brokers’ and underwriters’ commissions paid to third parties which are not Subsidiaries or Affiliates of the Borrower) incurred in effecting the TSA Settlement, (B) any taxes reasonably attributable to the TSA Settlement, (C) any transition costs reasonably attributable to the transition of the TSA and duplicative costs in connection with such transition, as determined by the Borrower in good faith and (D) any amounts payable to a Governmental Authority triggered as a result of an Event of Default hereunderthe TSA Settlement), the Borrower shall apply 100% of such net cash proceeds received (and not yet used to prepay Term Loans pursuant to this Section 2.13(b)) to prepay outstanding Term Loans in accordance with Section 2.13(g); provided that any Net Cash Proceeds received in respect of any Asset Sale of DIP Priority Collateral shall be applied to prepay outstanding Term Loans in accordance with Section 2.13(g) on a dollar-for-dollar basis. (c) [Reserved]. (d) After the Prepetition Debt has been paid in full and the commitments thereunder have been terminated, in the event that the Borrower or any of its subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by the Borrower or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g). (e) [Reserved]. (f) [Reserved]. (g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata among the Term Loans. The amount of any mandatory prepayment in respect of Term Loans of any Class shall be applied first to Term Loans of such Class that are ABR Loans to the full extent thereof before application to Term Loans of such Class that are Eurodollar Loans, in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16. (h) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13(b) or (d), as applicable, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least two days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by Section 2.16, but shall otherwise be without premium or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amountpenalty, and such shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment (which interest amounts shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including reduce the amount of the estimated Net Cash Proceeds required to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause applied to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of prepay the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively).

Mandatory Prepayments. In addition (a) If on any date on which a Borrowing Base Certificate is delivered pursuant to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder6.2(c), the aggregate amount of Acquisition Loans outstanding exceeds the Borrowing Base, the Borrower shall be subject prepay the Acquisition Loans in an amount equal to mandatory prepayment as follows:the amount of such excess no later than the Business Day immediately following the date of delivery of such Borrowing Base Certificate. (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from (i) immediately upon discovery any incurrence of Indebtedness by the Borrower or notice to Borrowers that any of its Subsidiaries, other than Indebtedness permitted pursuant to Section 7.1, (ii) any Asset Sale or (iii) any Extraordinary Receipts, then 100% of such Net Cash Proceeds shall be applied on the lending limits set forth third Business Day following receipt of such Net Cash Proceeds (or in Section 2.1(athe case of clauses (ii) and (iii), following receipt of Net Cash Proceeds from any individual event or Section 2.5(aseries of events in an aggregate amount of $50,000) have been exceededtoward the prepayment of the Acquisition Loans. (c) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Recovery Event, Borrowers 100% of such Net Cash Proceeds shall pay be applied on the third Business Day following receipt of such Net Cash Proceeds toward the prepayment of the Acquisition Loans; provided that such prepayment shall not be required if all of the following requirements are satisfied: (i) the aggregate amount of all such Net Cash Proceeds is not greater than $5,000,000, (ii) such Net Cash Proceeds are (A) reinvested in other like assets within 270 days of the Recovery Event that gave rise to such Net Cash Proceeds or (B) committed to be reinvested in other like assets within 270 days of such Recovery Event and reinvested in such assets within 365 days of such Recovery Event, (iii) such Net Cash Proceeds are held in a segregated deposit account that is subject to a perfected first priority security interest in favor of Collateral Agent for the benefit of the Lenders an amount sufficient to reduce Agents and the outstanding principal balance of the applicable Loans to the applicable maximum allowed amountLenders, and (iv) the reinvestment or commitment to reinvest such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and Net Cash Proceeds pursuant to clause (ii) If a above is pre-approved in writing by the Required Lenders in their reasonable discretion. (d) Any prepayment of Acquisition Loans and/or reduction of Acquisition Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset Commitments pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Lossthis Section, then (A) and the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount rights of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary Lenders in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution are subject to the Lenders as a prepayment provisions of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelySection 3.7.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately Immediately upon discovery receipt of notice by or notice to Borrowers Agent that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans Term Loan exceeds the then extant Maximum Term Loan Amount, Borrower shall prepay the Term Loan in accordance with CLAUSE (D) below in an amount equal to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; andexcess. (ii) If a Loan Party Immediately upon any voluntary or involuntary sale or disposition by Parent or any Subsidiary of a Loan Party its Subsidiaries of property or assets (other than sales or dispositions which qualify as Permitted Dispositions under clauses (b), (c), (e), and (g)) of the definition of Permitted Dispositions): (A) If the proceeds are from the sale or disposition of any Eligible Equipment, Borrowers shall at any time prepay the outstanding Obligations in accordance with clause (d) below with the Net Cash Proceeds received by such Person in connection with such sale or from time disposition in an amount equal to time the lesser of (i) 100% of such Net Cash Proceeds, and (ii) 100% of the Gross Liquidation Value of such Eligible Equipment based on the most recent appraisal of such Eligible Equipment. Any remaining Net Cash Proceeds shall be applied as follows: (A) so long as no Default or Event of Default shall have occurred and be continuing, (x) directly 50% of such Net Cash Proceeds shall be retained by Borrower, and (y) the remaining Net Cash Proceeds shall be used by Borrowers to prepay the outstanding Obligations in accordance with clause (d) below, and (B) otherwise, 100% of such Net Cash Proceeds shall be used by Borrowers to prepay the outstanding Obligations in accordance with clause (d) below. (B) If the proceeds are from the sale or indirectlydisposition of any other property or assets, sell, transfer Borrowers shall prepay the outstanding Obligations in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such sale or disposition if the aggregate amount of Net Cash Proceeds received by Parent and its Subsidiaries (and not paid to Agent as a prepayment of the Obligations) for all such sales or dispositions shall exceed $150,000 in any fiscal year. Nothing contained in this subclause (ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any asset pursuant property or assets other than in accordance with SECTION 7.4. (iii) Immediately upon the receipt by Parent or any of its Subsidiaries of any Extraordinary Receipts in excess of $50,000 individually or $250,000 in the aggregate during any Fiscal Year (other than Extraordinary Receipts from the Asiana Claim), Borrowers shall prepay the outstanding Obligations in accordance with clause (d) below in an amount equal to Section 8.5(d100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iv) Immediately upon the issuance or incurrence by Parent or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in a manner not permitted hereunder or (y) suffer an Event of Loss, then CLAUSES (A), (B), (C), (D), OR (E) of SECTION 7.1), or the sale or issuance by Parent or any of its Subsidiaries of any shares of its Capital Stock, Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including prepay the amount outstanding principal of the estimated Net Proceeds Obligations in accordance with clause (d) in an amount equal to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary 100% of the Net Cash Proceeds received by Parent or its Subsidiaries in connection with such sale, issuance, or incurrence. The provisions of this subsection (iv) shall not be deemed to be implied consent to any such sale, issuance, or incurrence otherwise prohibited by the terms and conditions of this Agreement. (v) If Parent or any of its Subsidiaries has any Excess Cash Flow for any fiscal year (the "RELEVANT FISCAL YEAR"), commencing with the fiscal year ending February 29, 2004, Borrowers shall prepay the outstanding Obligations in accordance with clause (d) below in an amount (the "EXCESS CASH FLOW AMOUNT") equal to 75% of such disposition Excess Cash Flow. Such Excess Cash Flow shall be paid on or Event of Loss, before the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment first day of the Loanssecond fiscal quarter of the fiscal year following the Relevant Fiscal Year. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuingforegoing, such prepayment (x) Borrowers shall not be required to prepay the Obligations with Excess Cash Flow if there are any Borrowings during (i) the last 5 days of Parent's first fiscal quarter of its fiscal year immediately following the Relevant Fiscal Year, or (ii) the last 20 Business Days of the Excess Cash Flow Offer (as defined in the Indenture), and (y) Borrowers shall not be required to prepay the Obligations with Excess Cash Flow to the extent that Parent would have less than $30,000,000 available to be borrowed under this Agreement upon consummation of the Excess Cash Flow Offer (as defined in the Indenture), after giving PRO FORMA effect to the purchase of Notes (as defined in the Indenture) in the Excess Cash Flow Offer (as defined in the Indenture). Borrowers shall not be required to prepay the Obligations with Excess Cash Flow if the Excess Cash Flow Amount is less than $5,000,000. (vi) Immediately upon the receipt by Parent or any of its Subsidiaries of any insurance proceeds related to a Loan Party casualty or such Subsidiary reinvests loss of Collateral or the Net Proceeds payment of any award or compensation for condemnation or taking by eminent domain, Borrowers shall prepay the outstanding Obligations in accordance with clause (d) below in an amount equal to 100% of such disposition proceeds or Event payment, net of Loss any reasonable expenses incurred in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time collecting such proceeds are received and when such reinvestment occurs, respectivelyor payment.

Mandatory Prepayments. In addition to (a) If any prepayment required Capital Stock shall be issued, or Indebtedness incurred, by the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 10.2 as a result 6.2 of an Event this Agreement), then on the date of Default hereundersuch issuance or incurrence, the Term Loans shall be subject prepaid by an amount equal to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any the amount of the lending limits Net Cash Proceeds of such issuance or incurrence, as set forth in Section 2.1(a2.6(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 Security Documents, or a consent to the incurrence of any Indebtedness by the Borrower or any of its Subsidiaries. (b) If on any date the Borrower or Section 2.5(a) have been exceededany of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Extraordinary Recovery Event, Borrowers then, on the date of receipt by the Borrower of such Net Cash Proceeds, the Term Loans shall pay Agent for the benefit of the Lenders be prepaid by an amount sufficient equal to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of such Net Cash Proceeds (less any amount applied by the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary Borrower within 180 days after the date of such disposition receipt to repair or Event of Lossreplace any damaged or condemned property for which insurance proceeds or condemnation proceeds have been received), as set forth in Section 2.6(d); provided that the applicable Borrower notifies Agent shall only be required to prepay under this Section 2.6(b) from Net Cash Proceeds in excess of $500,000 in the aggregate for all Asset Sale or Extraordinary Recovery Events over the term of this Agreement. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5. (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2005, the Consolidated Leverage Ratio is greater than 3.0 to 1 and 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 50% of such Borrower’s or Excess Cash Flow, as set forth in Section 2.6(d). Each such Subsidiary’s intent to reinvest and 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 completion Borrower referred to in Section 5.1(b), 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 any prepayments made pursuant to this Section shall be applied to the prepayment of such reinvestment at the time such proceeds are received and when such reinvestment occursTerm Loans, respectivelypro rata among the Lenders according to the amounts of the Term Loans then held by the Lenders. (e) Each mandatory prepayment in respect of the Term Loans shall be made without prepayment premium or penalty.

Mandatory Prepayments. In addition (i) Borrowers shall repay the Principal Debt to the Lender in a principal amount equal to (A) $500,000 on each of April 2, 2001, July 2, 2001, October 1, 2001, and January 2, 2002 and (B) $750,000 on the first Business Day of each calendar quarter thereafter, beginning with April 1, 2002. Each such prepayment shall be made without regard to any prepayment required made pursuant to paragraph (ii) hereof. (ii) In addition, Borrowers shall also prepay the Principal Debt within two Business Days following the issuance of any equity securities by GAINSCO or any Subsidiary (other than to GAINSCO or a Subsidiary) after the date of this Amendment Agreement or the sale or other disposition by GAINSCO or any Subsidiary of any of its assets in accordance with Section 10.2 an amount equal to 50% of the Net Available Proceeds of any such issuance or disposition, as a result of an Event of Default hereunderapplicable; provided, the Loans that Borrowers shall be subject required to mandatory make a $2,500,000 prepayment upon the issuance of the Series B Preferred and the Series C Preferred. Notwithstanding the foregoing, Borrowers shall not be required to prepay the Principal Debt in respect of dispositions (i) of Investments by GAINSCO and its Subsidiaries in the ordinary course of business to the extent that the proceeds thereof are reinvested in Investments permitted under SECTION 7.5, (ii) of obsolete equipment in the ordinary course of business to the extent that the proceeds thereof are used to purchase replacement items within 90 days or (iii) of other items to the extent that the aggregate Net Available Proceeds therefrom do not exceed $250,000 in any calendar year. 3.3 Section 7 of the Credit Agreement is hereby amended as follows: (ia) immediately upon discovery Section 7.1 is hereby amended by or notice deleting clause (b) thereof and replacing it with the following: , (b) Indebtedness of Borrowers and the other Companies in existence on March 23, 2001 and described on SCHEDULE 7.1 hereto, (c) advances from GAIC to Borrowers that GAPFC made in the ordinary course of business and (d) other Indebtedness with an aggregate principal amount not in excess of $250,000 at any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; andone time outstanding (iib) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or 7.4 is hereby deleted in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) its entirety and replaced with the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.following:

Mandatory Prepayments. In addition (a) If any Indebtedness shall be incurred by any Group Member other than as permitted under Section 7.2, 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. (b) Within ten Business Days after the receipt by the Borrower or any other Group Member of Net Cash Proceeds of any Asset Sale pursuant to the General Dispositions Basket, Section 7.5(k), Section 7.5(n)(other than in connection with Investments under Section 7.7(w)), Section 7.11 or any Recovery Event from and after the Closing Date then, Pagaya US shall repay Term Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds (such prepayments to be applied as set forth in clause (d) below); provided, that the Borrower or any other Group Member shall be permitted to reinvest such Net Cash Proceeds in assets used or useful for the Borrower’s or any Group Member’s business permitted by Section 7.16 no later than (i) twelve months following such receipt or (ii) if it shall have entered into a legally binding commitment to so reinvest such Net Cash Proceeds within twelve months following receipt of such Net Cash Proceeds, six months after the end of such twelve month period, and, for the avoidance of doubt, no mandatory prepayment shall be required from such Net Cash Proceeds until the expiration of such period, at which time a mandatory prepayment shall be required in accordance with Section 10.2 as a result this clause (b) with respect to the excess of an Event the amount of Default hereundersuch Net Cash Proceeds received over the amount so reinvested; provided further, to the Loans extent that the Borrower or such other Group Member shall be subject to mandatory prepayment as follows: not have (i) immediately upon discovery so reinvested 100% of such Net Cash Proceeds by not later than twelve months after the receipt thereof or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If entered into a Loan Party or any Subsidiary of a Loan Party shall at any time or from time legally binding commitment to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) so reinvest such Net Cash Proceeds within twelve months and so reinvested such Net Cash Proceeds no later than six months after the Borrowers shall promptly notify Agent end of such proposed disposition or Event of Loss (including twelve month period, the amount of the estimated Borrower shall use any such remaining Net Cash Proceeds to be received by a Loan Party and/or repay Term Loans on such Subsidiary in respect thereof) date; and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Lossprovided, the Borrowers shall deliverfurther, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment Pagaya US shall not be required to repay Term Loans pursuant to this clause (b) unless and until the extent a Loan Party aggregate amount of Net Cash Proceeds Pagaya US is required to use to prepay Term Loans pursuant to this clause (b) is equal to or greater than $10,500,000 in any fiscal year (and at such Subsidiary reinvests the time, Pagaya US shall be required to prepay Term Loans in an amount equal to all such Net Cash Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyso received).

Mandatory Prepayments. In addition (a) If, at any time and from time to any prepayment required time, the Aggregate Commitment is temporarily or permanently reduced pursuant to the terms of this Agreement and, on the date of such reduction, the Company would not be able to satisfy the conditions precedent to borrowing set forth in subsection 12.3, the Company shall (and, if applicable, shall cause the Borrowing Subsidiaries to), on the date of such reduction, repay the relevant Loans and/or Reimbursement Obligations (and, to the extent necessary, cause the relevant then outstanding Undrawn L/C Obligations to be Fully Secured) in accordance with Section 10.2 as a result the provisions of an Event subsections 10.5 by the amount of Default hereundersuch reduction (or, if less, the Loans amount of the Payment Obligations then outstanding). In the event that, at any time after the Company has caused then outstanding Undrawn L/C Obligations to be Fully Secured pursuant to this subsection 10.3(a), the Company is able to satisfy the conditions precedent to borrowing set forth in subsection 12.3 and the Aggregate Multi-Currency Commitment or the Aggregate Special L/C Commitment, as the case may be, then equals or exceeds the Aggregate Outstanding Multi- Currency Extensions of Credit or the aggregate amount of Special L/C Obligations, as the case may be, the amounts deposited by the Company in order to cause such Undrawn L/C Obligations to be Fully Secured shall be subject promptly returned to mandatory prepayment as follows:the Company. (b) If, at any time and from time to time, the Aggregate Outstanding Multi-Currency Extensions of Credit exceed the Aggregate Multi-Currency Commitment then in effect, the Company and/or the Local Subsidiaries shall immediately repay the Revolving Credit Loans, the Swing Line Loans, the Local Loans, the Acceptances and/or the Operating L/C Reimbursement Obligations (and, to the extent necessary, cause the then outstanding Undrawn Operating L/C Obligations to be Fully Secured) in accordance with the provisions of subsection 10.5 by the amount equal to such excess. (c) If, at any time and from time to time, the then outstanding Special L/C Obligations exceed the Aggregate Special L/C Commitment then in effect, the Company shall immediately repay the Special L/C Obligations (and, to the extent necessary, cause the then outstanding Undrawn Special L/C Obligations to be Fully Secured) by the amount equal to such excess. (d) If, at any time and from time to time, (i) immediately upon discovery by or notice to Borrowers that any the sum of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the aggregate outstanding principal amount of the estimated Syndicated Acquisition Loans which are denominated in Dollars, (B) the aggregate outstanding principal amount of the Fronted Acquisition Loans which are denominated in Dollars, (C) the Equivalent in Dollars of 105% of the aggregate principal amount of then outstanding Syndicated Acquisition Loans which are denominated in Approved Acquisition Currencies and (D) the Equivalent in Dollars of 105% of the aggregate principal amount of then outstanding Fronted Acquisition Loans which are denominated in Approved Acquisition Currencies exceeds (ii) the Aggregate Acquisition Loan Commitment then in effect, the Acquisition Borrowers shall immediately repay the Acquisition Loans by the amount equal to such excess. (e) If, at any time and from time to time, the sum of (i) the aggregate outstanding principal amount of Local Loans denominated in Dollars which are owing by the Local Borrowers to a Local Fronting Lender, (ii) the Equivalent in Dollars of 105% of the aggregate outstanding principal amount of Local Loans denominated in the relevant Denomination Currency which are owing by the Local Borrowers to such Local Fronting Lender and (iii) the Equivalent in Dollars of 105% of the aggregate undiscounted face amount of Acceptances in the relevant Denomination Currency which are owing by the relevant Local Subsidiary to such Local Fronting Lender, exceeds the Currency Sublimit for such Local Fronting Lender, such Local Borrowers shall, within three Business Days, repay the Local Loans and Acceptances owing by them to such Local Fronting Lender by the amount equal to such excess. (f) Notwithstanding the provisions of subsection 10.3(a) above, the Initial Term Loans owing to each Initial Term Loan Lender and the Deferred Draw Term Loans owing to each Deferred Draw Term Loan Lender shall be repaid to the extent required by subsection 10.5(a); provided that any Initial Term Loan Lender or any Deferred Draw Term Loan Lender may elect to waive its right to any payment owing to it pursuant to this subsection 10.3(f) and, if any Initial Term Loan Lender or any Deferred Draw Term Loan Lender so elects, the amounts otherwise payable to such Initial Term Loan Lender or such Deferred Draw Term Loan Lender, as the case may be, shall instead be applied ratably to repay the other Initial Term Loan Lenders or Deferred Draw Term Loan Lenders, as the case may be (or, if no other Initial Term Loans or Deferred Draw Term Loans, as the case may be, are then outstanding or payable to Initial Term Loan Lenders or Deferred Draw Term Loan Lenders, as the case may be, who have not so waived such payment, to reduce the Aggregate Acquisition Loan Commitment). (g) The Acquisition Loans owing to the Acquisition Lenders promptly (and in any event within one Business Day following receipt by the relevant Person of such Net Proceeds) shall be repaid by the amount equal to the Net Proceeds to be received by a Loan Party and/or such Subsidiary from any Net Proceeds Event in respect thereofof a Resale Transaction; provided that no such prepayment shall be required pursuant to this subsection 10.3(g) to the extent that (i) the Investment Consideration paid by the Company and its Subsidiaries to acquire the assets being sold pursuant to such Resale Transaction was financed entirely with Excess Cash Flow of the Company and its Subsidiaries (a "Designated Resale Transaction") and (Bii) within five (5) Business Days the aggregate amount of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of from all such disposition or Event of LossDesignated Resale Transactions does not exceed $15,000,000. (h) On the Termination Date, the Aggregate Commitment shall terminate and the Borrowers shall deliver, or cause all Payment Obligations to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyFully Satisfied.

Mandatory Prepayments. In addition Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), commencing with the fiscal year ending December 31, 2021, the Company shall cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements, if the extent Excess Cash Flow for such period exceeds $5,000,000 and then, only to the extent of the amount in excess of $5,000,000, minus at the Company’s option, (B) the sum of (i) (x) all voluntary prepayments of Term Loans (or any Credit Agreement Refinancing Indebtedness in respect thereof) during such fiscal year (and, without duplication of any deduction with respect to any other fiscal year, at the Company’s option, following the last day of such fiscal year and on or prior to such required prepayment date) and (y) voluntary prepayments of other Indebtedness permitted hereunder that is secured on a pari passu basis with the Secured Obligations (including, in the case of clauses (x) and (y), any debt buyback or prepayments at a discount to par under such facilities, with credit given for the actual amount of the cash payment) and (ii) all voluntary prepayments of Revolving Credit Loans (or any Credit Agreement Refinancing Indebtedness in respect thereof) during such fiscal year (and, without duplication of any deduction with respect to any other fiscal year, at the Company’s option, following the last day of such fiscal year and on or prior to such required prepayment date) to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments or to the extent drawn to account for any additional OID (or, in each case, any Credit Agreement Refinancing Indebtedness in respect thereof), in the case of each of the immediately preceding clauses (i) and (ii), in each case, to the extent such prepayments are not funded with the proceeds of Indebtedness. Subject to Section 2.05(b)(ii)(B), and any Customary Intercreditor Agreement, if following the Closing Date (x) Company or any Restricted Subsidiary consummates any non-ordinary course sale, transfer or other disposition of property or assets permitted by Section 7.05(a)(ii) and clauses (7) though (28) of the definition of Asset Disposition, or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Company or such Restricted Subsidiary of Net Available Cash in excess of $5,000,000 (and then, only to the extent of the amount in excess of $5,000,000) in the case of each of, a single Asset Disposition or Casualty Event or series of related Asset Dispositions or Casualty Events, the Company shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to such Net Available Cash (the “Applicable Proceeds”) realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) (I) with respect to such portion of such Net Available Cash that the Company intends to reinvest in accordance with Section 2.05(b)(ii)(B), (II) until the aggregate amount of Net Available Cash is reinvested in accordance with Section 2.05(b)(ii)(B) within the time periods set forth therein or (III) with respect to such portion of such Net Available Cash that is used to repay Other Applicable Indebtedness as permitted under Section 2.05(b)(ii)(C). With respect to any Applicable Proceeds realized or received with respect to any Asset Disposition (other than any Asset Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Company, the Company may (x) reinvest (including capital expenditures) an amount equal to all or any portion of such Applicable Proceeds in (i) Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary) or (ii) in any one or more businesses (provided such business will be a Restricted Subsidiary) within twelve (12) months (or one hundred eighty (180) days after the twelve (12) month period following receipt of such Applicable Proceeds if a contractual commitment to reinvest is entered into within twelve (12) months) following receipt of such Applicable Proceeds or (y) such Applicable Proceeds shall be deemed to have been reinvested in assets used or useful in the business of the Company or any Restricted Subsidiary (including pursuant to a Permitted Acquisition, Investment or capital expenditure) pursuant to any such investment occurring in the 90 days preceding the date of receipt of such Applicable Proceeds; provided that if any Applicable Proceeds are not so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Applicable Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to such Applicable Proceeds shall be applied, in accordance with Section 2.05(b)(ii)(C), to the prepayment of the Term Loans as set forth in this Section 2.05. On each occasion that the Company must make a prepayment of the Term Loans pursuant to this Section 2.05(b)(ii), the Company shall, within ten (10) Business Days after the date of realization or receipt of such Applicable Proceeds (or, in the case of prepayments required pursuant to Section 2.05(b)(ii)(B), within ten (10) Business Days of the deadline specified in clause (x) or (y) thereof, as applicable, or of the date the Company reasonably determines that such Applicable Proceeds are no longer intended to be or cannot be so reinvested, as the case may be), make a prepayment, in accordance with Section 2.05(b)(v) below, of the principal amount of Term Loans in an amount equal to such Applicable Proceeds realized or received; provided, further, that with respect to any prepayment required by Section 2.05(b)(ii)(A), the Company may use a portion of such Applicable Proceeds to prepay or repurchase Indebtedness secured by the Collateral on a pari passu basis with the Liens securing the Secured Obligations subject to the priorities applicable to the Priority Payment Obligations (the “Other Applicable Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Other Applicable Indebtedness, in which case, the amount of prepayment required to be made with respect to such Applicable Proceeds pursuant to this Section 2.05(b)(ii)(C) shall be deemed to be the amount equal to the product of (x) the amount of such Applicable Proceeds required to be repaid by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to this Section 2.05(b)(ii)(C) and the denominator of which is the sum of the outstanding principal amount of such Other Applicable Indebtedness required to be prepaid pursuant to the terms of the documents governing such Other Applicable Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph (for the avoidance of doubt, amounts described in this clause (y) in the calculation of such fraction shall be deemed to refer to then outstanding principal amount of such Indebtedness subject to such prepayment requirement, prior to giving effect to any reduction in the amount thereof as the result of such prepayment) and to the extent that the holders of Other Applicable Indebtedness do not accept such prepayment or repurchase, the amount that would otherwise be used to prepay or repurchase such Other Applicable Indebtedness shall be applied to prepayment of the Term Loans in accordance with Section 10.2 as a result of an Event of Default hereunder2.05(b)(v) below. If, following the Closing Date, Holdings or any Restricted Subsidiary incurs or issues any (A) Refinancing Term Loans, (B) Refinancing Indebtedness with respect to Indebtedness permitted pursuant to Section 7.03(b)(i) or (C) Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Company shall cause to be prepaid an aggregate principal amount of Term Loans shall be subject equal to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any 100.0% of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time all Net Available Cash received therefrom (x) directly or indirectly, sell, transfer or otherwise dispose in the case of any asset pursuant to Section 8.5(d(A) or in a manner not permitted hereunder (B), concurrently with the receipt of such net Available Cash or (y) suffer an Event in the case of Loss, then (AC) on or prior to the Borrowers shall promptly notify Agent date which is one (1) Business Day after the receipt of such proposed disposition Net Available Cash. Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied on a pro rata basis to each Class of Term Loans and within each Class of Term Loans, as directed by the Company or, in the case of no direction, first, to the installments thereof pro rata in direct order of maturity for the next four scheduled payments pursuant to Section 2.07(a) following the applicable prepayment event and, second, to the remaining installments thereof pro rata; provided that any mandatory prepayment pursuant to Section 2.05 shall be applied on a pro rata basis to each Class of Initial Term Loans and, except to the extent a lesser prepayment is required pursuant to the applicable Incremental Facility Amendment or Event Extension Offer with respect to any applicable Class of Loss Incremental Term Loans or Extended Term Loans, any Incremental Term Loans and Extended Term Loans. Each such prepayment of any Class of Term Loans shall be paid to the Lenders in accordance with their respective Applicable Percentages subject to clause (including v) of this Section 2.05(b). The Company shall notify the Term Loan Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i), (ii), and (iii) of this Section 2.05(b) prior to 1:00 p.m. at least one (1) Business Day 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 Term Loan Administrative Agent will promptly notify each Appropriate Lender of the estimated Net Proceeds contents of the Company’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment with respect to any Class of Term Loans. Each Appropriate Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be received made pursuant to clauses (i) or (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Term Loan Party and/or such Subsidiary in respect thereof) Administrative Agent and the Company no later than 5:00 p.m. three (B) within five (53) Business Days after the date of such Lender’s receipt thereof of notice from the Term Loan Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Term Loan Party and/or Administrative Agent within the time frame specified above or such Subsidiary Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans. Any Declined Proceeds shall be retained by the Company (“Retained Declined Proceeds”). Notwithstanding any other provision of this Section 2.05(b), (i) to the extent that any or all of the Net Proceeds Available Cash of any Asset Disposition by a Foreign Subsidiary otherwise giving rise to a prepayment pursuant to Section 2.05(b)(ii) (a “Restricted Disposition”), the Net Available Cash of any Casualty Event of a Foreign Subsidiary (a “Restricted Casualty Event”) or Excess Cash Flow attributable to Foreign Subsidiaries would be prohibited or delayed by applicable local law from being distributed or otherwise transferred to the Company, the realization or receipt of the portion of such disposition Net Available Cash or Event of Loss, Excess Cash Flow so affected will not be taken into account in measuring the Borrowers shall deliverCompany’s obligation to repay Term Loans at the times provided in Section 2.05(b)(i), or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment Company shall not be required to make a prepayment at the time provided in Section 2.05(b)(ii), as the case may be, for so long, but only so long, as the applicable local law will not permit such distribution or transfer (the Company hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions available under the applicable local law to permit such repatriation), and once distribution or transfer of any of such affected Net Available Cash or Excess Cash Flow is permitted under the applicable local law, the amount of such Net Available Cash or Excess Cash Flow permitted to be distributed or transferred (net of additional taxes or tax distributions payable or reserved against as a result thereof) will be promptly (and in any event not later than three (3) Business Days after such distribution or transfer is permitted) taken into account in measuring the Company’s obligation to repay the Term Loans pursuant to this Section 2.05(b) to the extent a Loan Party provided herein, and (ii) to the extent that the Company has determined in good faith that repatriation of any or such Subsidiary reinvests all of the Net Proceeds Available Cash of any Restricted Disposition or any Restricted Casualty Event or Excess Cash Flow, in each case attributable to Foreign Subsidiaries, would have (x) an adverse tax consequence that is not de minimis (including any withholding tax and taking into account any foreign tax credit or benefit received in connection with such repatriation) or (y) would be material constituent document restrictions (as a result of minority ownership by third parties) and other material agreements (so long as any prohibition is not created in contemplation of such disposition prepayment), the amount of the Net Available Cash or Event of Loss Excess Cash Flow so affected shall not be taken into account in productive assets of a kind then used measuring the Company’s obligation to repay Term Loans pursuant to this Section 2.05(b). Notwithstanding the foregoing, (x) Holdings and its Foreign Subsidiaries will undertake to use commercially reasonable efforts for one year to overcome or usable eliminate any such restrictions (subject to the considerations above and as determined in the Company’s reasonable business judgment) to make the relevant prepayment and (y) any prepayments required after application of the Borrowers above provision shall be net of any costs, expenses or such Subsidiary within 180 days after Taxes (other than any Taxes already taken into account in the date definition of Net Available Cash or Excess Cash Flow, as applicable) incurred (or Restricted Payments in respect of such disposition Taxes paid) by the Company or Event any of Lossits Affiliates and arising as a result of compliance with immediately preceding clause (x). If for any reason the aggregate Revolving Credit Exposures of all Lenders at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of currency fluctuations or the termination of such Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent shall not be required to reinvest and Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(vii) unless after the prepayment in full of the completion of such reinvestment at Revolving Credit Loans, the time such proceeds are received and when such reinvestment occurs, respectivelyaggregate Revolving Credit Exposures exceed the aggregate Revolving Credit Commitments.

Mandatory Prepayments. In addition (a) Within forty-five (45) days of the financial closing of any Equity Issuance other than a Restricted Payment Equity Issuance, the Borrower shall apply an amount equal to not less than the Applicable Equity Issuance Percentage of the Net Cash Proceeds of such Equity Issuance, at the Borrower’s election, exercisable on or prior to the receipt of such Net Cash Proceeds, (i) to prepay the Loans and any MPP Debt (to the extent that the terms of such MPP Debt require such prepayment and, in any event, only on a Pro Rata Basis) and/or (ii) to pay (or reserve to pay in a Debt Service Reserve Account) scheduled debt service obligations of the Obligors under Other Bilateral Debt, Permitted Refinancing Debt or the Loans due within the 12-month period immediately following the date of the financial closing of such Equity Issuance; provided that, if and to the extent that the proceeds of any such Equity Issuance are to be used to fund Investment CAPEX or an Approved CAPEX Project, such proceeds shall be excluded in determining the amount of any mandatory prepayment required in accordance with pursuant to this Section 10.2 as a result 3.4(a). (b) Within forty-five (45) days of the receipt by any Aracruz Party of Net Cash Proceeds from an Event Asset Sale (including receipt by any such Aracruz Party of Default hereunderproceeds from an Asset Sale involving the assets of Veracel), the Loans Borrower shall be subject to mandatory prepayment apply the Net Cash Proceeds of such Asset Sale as follows: (i) immediately upon discovery by or notice to Borrowers that any 100% of the lending limits Net Cash Proceeds from an Asset Sale involving all or any portion of Collateral (which Asset Sale shall, for the avoidance of doubt, be carried out in accordance with Section 8.18) to prepay obligations under the Loans and, if and to the extent mutually agreed by the parties in an Intercreditor Agreement, any other Permitted Refinancing Debt that may be secured by the Collateral pursuant to the terms of such Intercreditor Agreement and in accordance therewith; (ii) 75% of the Net Cash Proceeds of any Asset Sale involving all or any portion of the Capital Stock directly or indirectly held by Aracruz Celulose in Portocel (which Asset Sale shall, for the avoidance of doubt, be carried out in accordance with Section 8.18) or in Veracel to prepay the Loans and any MPP Debt (to the extent that the terms of such MPP Debt require such prepayment and, in any event, only on a Pro Rata Basis); and (iii) 75% of the Net Cash Proceeds of any Asset Sale not referred to in clauses (i) or (ii) above to, at the Borrower’s election exercisable on or prior to the time of the closing of such Asset Sale, to (A) prepay the Loans and any MPP Debt (to the extent that the terms of such MPP Debt require such prepayment and, in any event, only on a Pro Rata Basis) and/or (B) pay (or reserve to pay in a Debt Service Reserve Account) scheduled debt service obligations of the Obligors under Other Bilateral Debt, Permitted Refinancing Debt or the Loans due within the 12-month period immediately following the date of the financial closing of such Asset Sale. (c) Within forty-five (45) days of the receipt by any Aracruz Party of Net Cash Proceeds from a Casualty Event (including receipt by any such Aracruz Party of proceeds from an Asset Sale involving a Casualty Event of Veracel), the Borrower shall prepay an aggregate principal amount of the Loans in an amount equal to the amount of any such Net Cash Proceeds; provided, however, that, if and for so long as no Default or Event of Default is continuing hereunder and the Borrower has delivered a certificate to the Administrative Agent within fifteen Business Days of the occurrence of such Casualty Event stating that, within 180 days after the occurrence of such Casualty Event (or such other period set forth in Section 2.1(a) such certificate if the Borrower reasonably determines that the Restoration of the affected Properties or Section 2.5(a) have been exceededassets cannot reasonably be concluded within 180 days, Borrowers shall pay Agent provided that such certificate outlines in reasonable detail the projected steps for the benefit completion of such Restoration) (the “Relevant Reinvestment Period”), all or a portion of such Net Cash Proceeds (but in no event more than U.S.$75 million without the consent of the Lenders Majority Lenders) shall be used to Restore any Properties or assets in respect of which such Net Cash Proceeds were paid (which certificate shall set forth a detailed estimate of the Net Cash Proceeds to be so expended), all or such portion of such Net Cash Proceeds may be used to Restore any such affected Properties or assets during the Relevant Reinvestment Period; provided further, that if all or any portion of such Net Cash Proceeds is not ultimately required to be so applied within the Relevant Reinvestment Period pursuant to the preceding proviso, any remaining portion of such Net Cash Proceeds shall, within 10 days after the last day of the Relevant Reinvestment Period, be applied to prepay the Loans in an amount sufficient equal to reduce the outstanding principal balance amount of such remaining portion of such Net Cash Proceeds. (d) Within ten (10) days of the applicable Loans financial closing of the issuance or borrowing of Permitted Refinancing Debt (any such date, an “Incurrence Date”): (i) if such Permitted Refinancing Debt is Subsequently Issued Pari Passu Refinancing Debt, the Borrower shall apply 100% of the Net Cash Proceeds of such Subsequently Issued Pari Passu Refinancing Debt to prepay the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any LenderLoans; and (ii) If if such Permitted Refinancing Debt is not Subsequently Issued Pari Passu Refinancing Debt, the Borrower shall, at the Borrower’s option exercisable on or prior to the receipt of such Net Cash Proceeds, apply 100% of the Net Cash Proceeds of such Permitted Refinancing Debt to (A) prepay the Loans and any MPP Debt (to the extent that the terms of such MPP Debt require such prepayment and, in any event, only on a Loan Party Pro Rata Basis) and/or (B) pay (or reserve to pay in a Debt Service Reserve Account) scheduled debt service obligations of the Obligors under Other Bilateral Debt, Permitted Refinancing Debt or the Loans due within the 12-month period immediately following such Incurrence Date. (e) Within forty-five (45) days of any optional prepayment of Permitted Refinancing Debt the effect of which is to cause (taking into account such prepayment) the weighted average maturity of such Permitted Refinancing Debt to be less than the weighted average maturity of the Loans, in each case, as calculated on the Incurrence Date of such Permitted Refinancing Debt, the Borrower shall prepay the Loans in an amount equal to the portion of such optional prepayment that caused the weighted average maturity of such Permitted Refinancing Debt to be less than the weighted average maturity of outstanding obligations under the Loans. (f) Within fifty (50) days of the date on which Aracruz Celulose has delivered its audited annual consolidated financial statements pursuant to Section 8.4 and in no event later than 140 days following the end of each Fiscal Year (such outside date, the “Original Excess Cash Payment Date”), the Borrower shall apply 75% of any Excess Cash attributable to such Fiscal Year to prepay the Loans; provided, however, that, if the making of such payment would cause the Aracruz Parties on a consolidated basis to have less than the Working Capital Cap in cash or Cash Equivalents as of the date of such payment, the Borrower may, by written notice to the Administrative Agent providing a certificate of the Chief Financial Officer of Aracruz Celulose to such effect, elect to defer such mandatory prepayment until the last day of the third Fiscal Quarter of the then-current Fiscal Year (the “New Excess Cash Payment Date”), in which case, on or prior to the New Excess Cash Payment Date, the Borrower shall apply 75% of any Excess Cash attributable to such immediately preceding Fiscal Year plus interest on 75% of such Excess Cash attributable to such immediately preceding Fiscal Year from the Original Excess Cash Payment Date to the New Excess Cash Payment Date (or, if earlier, the date on which the application of 75% of any Excess Cash attributable to the preceding Fiscal Year is made in full) at a per annum rate equal to the Default Rate (without duplication with the interest otherwise payable with respect to such Excess Cash) to prepay the Loans; provided that in no event shall the Borrower be entitled to exercise the election permitted in this clause (f) more than two (2) times prior to the Maturity Date. (g) Upon receipt of a written request from the Administrative Agent (which shall be provided by the Administrative Agent to the Collateral Agents on a monthly basis or more frequently upon written request of the Majority Lenders to the Administrative Agent), the Collateral Agents (upon reliance on any certificates of the Chief Financial Officer of Aracruz Celulose delivered to any such Collateral Agent pursuant to Section 3.4(i)) shall inform the Administrative Agent whether or not the funds deposited in any Debt Service Reserve Accounts have been used for the contemplated purpose during the contemplated period pursuant to any DSRA Application Notices delivered to the Collateral Agents pursuant to Section 3.4(i). Immediately, and in no event later than eight (8) Business Days after receipt of a written notice from the Administrative Agent (as informed by the applicable Collateral Agent pursuant to the previous sentence) that funds reserved in a Debt Service Reserve Account have not been used for the contemplated purpose during the contemplated period pursuant to the terms of this Agreement, the Borrower shall prepay the Loans and any MPP Debt (to the extent that the terms of such MPP Debt require such prepayment and, in any event, only on a Pro Rata Basis) in an amount equal to the amount that was not used for the contemplated purpose as set forth in such notice. (h) Any mandatory prepayment as provided for in this Section 3.4 shall be made together with accrued and unpaid interest on the principal amount so prepaid and all other amounts then payable under this Agreement (including Section 4.4) but without premium or penalty (subject to Section 4.4) and shall be applied to prepay the remaining installments of the Loans in the inverse order of maturity; provided that if any such prepayment would cause the Maturity Date to be earlier than the date that is the seven (7)-year anniversary of the Closing Date, such prepayment shall be applied pro rata to the remaining installments of the Loans. The Borrower shall give the Administrative Agent notice of the proposed date of each such mandatory prepayment provided for in this Section 3.4 as provided in Section 3.7 and, upon the date specified in any such notice, the amount to be prepaid shall become due and payable hereunder. (i) If, pursuant to this Section 3.4, the Borrower elects to reserve in a Debt Service Reserve Account funds to (i) pay scheduled debt service obligations of the Obligors under Other Bilateral Debt, Permitted Refinancing Debt or the Loans or (ii) make mandatory prepayments hereunder pursuant to Section 3.4(k), in each case if and to the extent permitted by this Section 3.4, the Borrower shall (A) at the time of such election, specify the due date, principal amount or the amount of the mandatory prepayment to be made pursuant to Section 3.4(k), as the case may be, and creditor corresponding to each such debt service obligation in each case in writing to the Administrative Agent and Collateral Agents (each such written specification, a “DSRA Application Notice”) and (B) except as provided in clause (g) above, be entitled to withdraw such funds from the relevant Debt Service Reserve Accounts pursuant to the U.S. Account Control Agreement and Brazil Account Pledge Agreement only as necessary to pay such specified debt service obligations or to make such mandatory prepayments on such specified due dates and at no other time and for no other purpose, it being understood and agreed that, to the extent any funds are reserved in a Debt Service Reserve Account to make scheduled debt service payments or mandatory prepayments under the Loans, such funds shall be reserved in a Debt Service Reserve Account in New York for such purposes. Notwithstanding anything herein to the contrary, unless and until such funds are paid to such creditors, all funds in the Debt Service Reserve Accounts shall constitute part of the Collateral and no other Person other than the Collateral Agents (acting on behalf of the Lenders) shall have any right, title or interest in such account or the funds contained therein. The relevant Collateral Agent shall consent to any withdrawal from a Debt Service Reserve Account contemplated in this Section 3.4(i) if and as requested in writing by the Borrower or any Subsidiary Debt Service Reserve Account intermediary, within two (2) Business Days of receipt of a Loan Party shall certificate of the Chief Financial Officer of Aracruz Celulose that such withdrawal is to be carried out in compliance with this Section 3.4(i) as well as any additional documentation as such Collateral Agent requires for payments to third parties. (j) If no Default or Event of Default exists and is continuing, then the relevant Collateral Agent shall, at any time or the written direction of the Borrower from time to time (xincluding by facsimile or electronic communication), cause the funds in any Debt Service Reserve Accounts to be invested or reinvested in one (1) directly or indirectlymore Permitted Investments or, sell, transfer or otherwise dispose in the case of any asset pursuant to Section 8.5(d) or Debt Service Reserve Account maintained in a manner not permitted hereunder or (y) suffer an Event of LossBrazil, then (A) Brazil Permitted Investments, in each case selected by the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of LossBorrower; provided that in no event shall either Collateral Agent: (i) have any responsibility whatsoever as to the applicable validity or quality of any Permitted Investment, (ii) be liable for the selection of Permitted Investments or for investment losses incurred thereon or in respect of losses incurred as a result of the liquidation of any Permitted Investment before its stated maturity or the failure of the Borrower notifies Agent to provide timely written investment direction or (iii) have any obligation to invest or reinvest any such amounts in the absence of such Borrower’s investment direction. (k) Notwithstanding anything herein to the contrary, in the event that the Borrower is required to make a mandatory prepayment on a date other than a Payment Date, then the Borrower may, upon notice to the Administrative Agent, elect to make such payment into a Debt Service Reserve Account maintained in New York, New York on or before the date such Subsidiary’s intent payment is due, and on the next Payment Date following such date, the Borrower shall apply the funds deposited in such Debt Service Reserve Account pursuant to reinvest and of the completion of this Section 3.4(k) to such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelymandatory prepayment.

Mandatory Prepayments. In addition (a) Except with the prior written approval of the Majority Banks, which approval may be withheld in the sole and absolute discretion of the Majority Banks, if at any time the outstanding principal amount of the Mezzanine Mortgage Loan is prepaid in full, whether voluntarily, involuntarily or as the result of an acceleration of the maturity date thereof, all of the outstanding Obligations together with any and all accrued but unpaid interest thereon and prepayment fees shall become absolutely due and payable. For the purposes hereof, and without limiting the generality of the foregoing, the Mezzanine Mortgage Loan shall be deemed to have been prepaid in the event that (i) a Nomura Mortgage or the Nomura Mortgages are assigned by the holder thereof to a new holder for the purpose of facilitating a refinance of the indebtedness secured thereby or (ii) the Property Owner defeases the Mezzanine Mortgage Loan as permitted by Section 2.3.3 of the Mezzanine Mortgage Loan Agreement. (b) If at any prepayment required time there shall occur, whether voluntarily, involuntarily or by operation of law, a sale, transfer, assignment, conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of (i) any assets or properties of the Property Owner, except for the Mezzanine Mortgage Loan and releases of the Mezzanine Property in accordance with the terms of this Agreement, and except as provided in Section 10.2 as a result 7.23(a) with respect to the replacement of an Event fixtures, equipment, machinery and other personal property by the Property Owner in connection with the operation of Default hereunderthe Mezzanine Property in the ordinary course of business, the Loans shall be subject to mandatory prepayment as follows: (iii) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(aMezzanine Collateral, (iii) any other assets or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit properties of the Lenders an amount sufficient to reduce Manager or the outstanding principal balance Member, (iv) any direct or indirect interest of either Borrower, the Manager or the Member in the Property Owner, (v) any direct or indirect interest of the applicable Loans Member in the Manager, or (vi) any direct or indirect interest of Borrower in the Member, all of the Obligations outstanding on such date, together with any and all accrued but unpaid interest thereon and prepayment fees, shall become absolutely due and payable. A pledge or transfer by WWP of its interest in the Borrower to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Secured Mezzanine Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Agreement Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent cause a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelymandatory prepayment under this Section 3.2(b).

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any If, as of the lending limits set forth in Section 2.1(alast day of any month, (A) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit sum of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Term Loans on such date plus the Revolver Usage on such date exceeds (B) the product of (I) 3.00 times (II) TTM PF EBITDA calculated as of the last month for which financial statements have most recently been delivered pursuant to Section 5.3 (the “Loan Limit” and such excess being referred to as the “Limiter Excess”), then Borrowers shall, as soon as practicable, but in any event within one (1) Business Day after exceeding the Loan Limit, prepay the Obligations in accordance with Section 2.4(d)(i) in an aggregate amount equal to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; andLimiter Excess. (ii) If a Loan As soon as practicable, but in any event within one (1) Business Day after the receipt by any Credit Party or any Subsidiary of a Loan its Subsidiaries of the proceeds of any voluntary or involuntary sale or disposition by any Credit Party shall at or any time of its Subsidiaries of property or from time assets (including casualty losses or condemnations and any proceeds received in connection with any of the policies referred to time in Section 5.8(a) (other than key man life insurance) but excluding (x) directly sales or indirectlydispositions which qualify as Permitted Dispositions under clauses (a), sell(b), transfer (c), or otherwise dispose (d) of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or the definition of Permitted Dispositions and (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition so long as no Default or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required sales or dispositions which qualify as Permitted Dispositions under clause (e) of the definition of Permitted Dispositions, but solely to the extent a Loan Party or such Subsidiary reinvests that the Net Cash Proceeds from all Permitted Dispositions under such clause (e) do not exceed $3,000,000 in the aggregate during the term of this Agreement), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d)(ii) in an amount equal to 100% of the Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such disposition Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Loss in productive Default shall have occurred and is continuing, (B) Administrative Borrower shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of a kind then used such sale, disposition, casualty loss, condemnation or usable business interruption or the cost of purchase or construction of other assets useful in the business of the Borrowers or their Subsidiaries, (C) the monies are held in a cash collateral account in which Agent has a perfected first-priority security interest, and (D) Borrowers or their Subsidiaries, as applicable, complete such Subsidiary replacement, purchase, or construction within 180 days after the date initial receipt of such disposition monies, Borrowers and their Subsidiaries shall have the option to apply such monies to the costs of replacement of the property or Event assets that are the subject of Losssuch sale, disposition, casualty loss, condemnation or business interruption or the costs of purchase or construction of other assets useful in the business of Borrowers and their Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be paid to Agent and applied in accordance with Section 2.4(d)(ii); provided provided, further, that the applicable Borrower notifies Agent aggregate amount of Net Cash Proceeds constituting proceeds of insurance received in connection with any of the policies referred to in Section 5.8(a) (other than key man life insurance) or otherwise constituting proceeds from a casualty loss, condemnation or business interruption that may be reinvested pursuant to this Section 2.4(c)(ii) shall not exceed $5,000,000 without the Agent’s prior written consent during the term of this Agreement. Nothing contained in this Section 2.4(c)(ii) shall permit any Credit Party or any of its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 6.4. (iii) As soon as practicable, but in any event within one (1) Business Day after the receipt by any Credit Party or any of its Subsidiaries of any Extraordinary Receipts, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d)(ii) in an amount equal to 100% of such BorrowerExtraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iv) As soon as practicable, but in any event within one (1) Business Day after the issuance or incurrence by any Credit Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness permitted under Section 6.1) or the issuance by a Credit Party or any of its Subsidiaries of any shares of such Credit Party’s Stock or its Subsidiaries’ Stock (other than (A) in the event that any Credit Party or any Subsidiary of a Credit Party forms a Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Stock to a Credit Party or such Subsidiary’s intent , as applicable, (B) the issuance of Stock of Parent in order to reinvest and finance the purchase consideration (or a portion thereof) payable in connection with a Permitted Acquisition or (C) the issuance of shares of Stock of a Credit Party or a Subsidiary of a Credit Party to Prentice or its Affiliates), Borrowers shall prepay the outstanding principal amount of the completion Obligations in accordance with Section 2.4(d)(ii) in an amount equal to 100% of the Net Cash Proceeds received by such reinvestment Person in connection with such issuance or incurrence. The provisions of this Section 2.4(c)(iv) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (v) Within 10 days of delivery to Agent and the Lenders of audited annual financial statements pursuant to Section 5.3, commencing with the delivery to Agent and the Lenders of the financial statements for Parent’s fiscal year ended February 28, 2008 or, if such financial statements are not delivered to Agent and the Lenders on the date such statements are required to be delivered pursuant to Section 5.3, 10 days after the date such statements are required to be delivered to Agent and the Lenders pursuant to Section 5.3, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d)(ii) in an amount equal to 75% of the Excess Cash Flow of Borrowers and their Subsidiaries for such fiscal year; provided, however, that if on such date (i) the outstanding principal balance of the Term Loans on such date plus the Revolver Usage on such date is less than (ii) (A) 2.00 times (B) TTM PF EBITDA on such date, the Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d)(iii) in amount equal to 50% of the Excess Cash Flow of Borrowers and their Subsidiaries for such fiscal year; and provided, further, that for Parent’s fiscal year ended February 28, 2010, Excess Cash Flow for purposes of this Section 2.4(c)(v) shall not include any Earn-Out Payment that is actually made in cash and permitted pursuant to Section 6.10(c). (vi) If at any time when Advances are outstanding the time aggregate amount of cash in the Deposit Accounts of Parent and its Subsidiaries (exclusive of (A) any float (i.e. amounts on deposit to cover any checks or other payment items that have not yet cleared), (B) any cash deposited in payroll accounts and (C) any cash that is the proceeds of an Advance made within the previous two Business Days that is to be used to fund (1) any cash Earn-Out Payment permitted to be made pursuant to Section 6.10(c) or (2) any payment to Prentice and its Affiliates that is permitted to be made pursuant to clauses (i) and (ii) of Section 6.7(b)) exceeds $5,000,000 (such proceeds are received amount, the “Excess Cash Amount”), then Borrowers shall, as soon as practicable, but in any event within one (1) Business Day, prepay the Advances in an aggregate amount equal to the Excess Cash Amount; provided, however, that any amounts repaid pursuant to this Section 2.4(c)(vi) may be reborrowed (if otherwise permitted hereby) and when such reinvestment occurs, respectivelyshall not be applied to prepay the Term Loans.

Mandatory Prepayments. In addition to (a) If any prepayment required Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 10.2 7.2 (other than Indebtedness incurred pursuant to Section 7.2(f)(ii))), an amount 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(c). (b) Subject to Section 2.12(d), if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, which, together with the Net Cash Proceeds received from all other Asset Sales or Recovery Events in such fiscal year exceed the greater of $75,000,000 and 5.0% of Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date, then, unless a result Reinvestment Notice shall be delivered in respect thereof, an amount equal to such Net Cash Proceeds in excess of the greater of $75,000,000 and 5.0% of Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on such date of receipt toward the prepayment of the Term Loans as set forth in Section 2.12(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 Default hereunderthe Term Loans as set forth in Section 2.12(c). (c) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). The application of any prepayment pursuant to this Section 2.12 shall be made, first, to ABR Loans and, second, to Term Benchmark Loans. Each prepayment of the Term Loans under this Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (d) Notwithstanding any provision to the contrary in this Agreement, the Loans following amounts shall be subject to mandatory prepayment excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as followsapplicable: (i) immediately upon discovery any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or notice Net Cash Proceeds from any Recovery Event with respect to Borrowers a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(d)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the lending limits set forth in Section 2.1(aapplicable local law, the Parent Borrower shall prepay the Term Loans (not later than five (5) or Section 2.5(aBusiness Days after such distribution is permitted) have been exceededby an amount equal to such portion of such affected amount, Borrowers shall pay Agent except, for the benefit avoidance of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans doubt, to the applicable maximum allowed amount, and extent that a Reinvestment Notice has been or shall be validly delivered pursuant to Section 2.12(b) in respect of such amount shall become due and payable by Borrowers without Net Cash Proceeds or to the necessity of a demand by Agent or any Lenderextent Section 2.12(d)(ii) precludes such prepayment; and (ii) If any Net Cash Proceeds from any Asset Sale by a Loan Party Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(d)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose distribution of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within not later than five (5) Business Days of receipt thereof after such determination) by a Loan Party and/or an amount equal to such Subsidiary of the Net Proceeds portion of such disposition or Event affected amount, except, for the avoidance of Lossdoubt, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as extent that a prepayment Reinvestment Notice has been or shall be validly delivered pursuant to Section 2.12(b) in respect of such Net Cash Proceeds or to the Loansextent Section 2.12(c)(i) precludes such prepayment. Notwithstanding anything to the foregoing and provided contrary in this Section 2.12, in no Event of Default has occurred and is continuing, such prepayment event shall not any Group Member be required to repatriate cash of Non-Domestic Subsidiaries to the extent a Loan Party United States or include such Subsidiary reinvests the Net Proceeds amounts in any mandatory prepayment formula in respect of such disposition or Event of Loss in productive assets of a kind then used or usable in the business any obligations of the Borrowers Parent Borrower or such Subsidiary within 180 days after the date any of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and its U.S. Subsidiaries arising out of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyLoan Documents.

Mandatory Prepayments. In addition (a) [Reserved]. (b) Within ten (10) Business Days after any Disposition (other than Inventory in the Ordinary Course of Business, any Disposition permitted under Section 3.3(b) or any Disposition in respect of ▇▇▇▇▇▇▇▇ Mine LLC), Debtor shall repay the Loans in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Disposition, and until the date of such payment, such proceeds shall be held in trust for the Lenders; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, unless and until such Net Cash Proceeds exceed $5,000,000 (and, thereafter, only Net Cash Proceeds in excess of such amount shall constitute Net Cash Proceeds that are to be applied to repay the Loans during the term of the Agreement), then such repayment shall not be required to be so applied to the extent any Loan Party reinvests all or any portion of such Net Cash Proceeds within one hundred eighty (180) days after the receipt of such Net Cash Proceeds; provided, further, that if all or a portion of such Net Cash Proceeds shall not have been so reinvested, then all or such portion of such Net Cash Proceeds shall be, subject to the prior notice requirement set forth in Section 2.6(i), immediately applied to prepay the Loans. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. (c) In the event of any Casualty Event, subject to the prior notice requirement set forth in Section 2.6(i), Debtor shall repay the Loans in an amount equal to the Net Cash Insurance Proceeds that are not applied to the restoration or repair of damaged Collateral or if such proceeds are not proceeds of Collateral, other assets used in the business of Debtor and its Subsidiaries, in each case, within one hundred eighty (180) days of the receipt of such Net Cash Insurance Proceeds. (d) Each prepayment required made pursuant to this Section 2.6 shall be applied against the outstanding principal of the Loans in accordance with Section 10.2 2.8. (e) Any prepayment made pursuant to this Section 2.6 shall be accompanied by accrued and unpaid interest on the principal amount being prepaid to the date of prepayment. (f) Except as a result otherwise expressly provided in this Section 2.6, payments with respect to any subsection of an this Section 2.6 are in addition to payments made or required to be made under any other subsection of this Section 2.6. (g) Each prepayment under this Section 2.6 and Section 2.5 shall (unless otherwise consented to in writing by any Lender with respect to amounts owed to such Lender) be accompanied by the Prepayment Premium and any amount required to be paid pursuant to Section 2.13(a); provided that, so long as no Default or Event of Default hereundershall have occurred and be continuing, if any prepayment is required to be made under this Section 2.6 on a date other than an Interest Payment Date, in lieu of making any payment pursuant to this Section 2.6 in respect of any such Loan on a date other than an Interest Payment Date, Debtor may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made hereunder together with the Prepayment Premium and accrued and unpaid interest to the next Interest Payment Date into an account held at, and subject to the sole control of, the Loans Administrative Agent until the next Interest Payment Date, at which time the Administrative Agent shall be subject to mandatory prepayment as follows: authorized (i) immediately upon discovery without any further action by or notice to Borrowers that or from Debtor or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.6. Upon the lending limits set forth in Section 2.1(aoccurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice from Debtor or any other Loan Party) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for to apply such amount to the benefit prepayment of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans in accordance with the relevant provisions of this Section 2.6. (h) Notwithstanding any other provisions of this Section 2.6, (i) to the applicable maximum allowed amount, and such amount shall become due and payable extent that the repatriation (or other distribution) to Debtor of any or all of the Net Cash Proceeds of any Disposition by Borrowers without a Foreign Subsidiary (“Foreign Disposition”) or the necessity Net Cash Insurance Proceeds in respect of damaged Collateral of a demand by Agent or any Lender; and Foreign Subsidiary (ii“Foreign Casualty Event”) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time would (x) directly be prohibited or indirectlydelayed by applicable local Requirements of Law, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer be restricted by applicable material constituent documents or (z) conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or would reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (including on account of financial assistance, corporate benefit, thin capitalization, capital maintenance or similar considerations), an Event amount equal to the Net Cash Proceeds or insurance proceeds, as applicable, that would be so affected were Debtor to attempt to repatriate such cash (or effect such intercompany distribution) will not be required to be applied to repay the Loans at the times provided in this Section 2.6 so long, but only so long, as the applicable local Requirements of LossLaw or applicable material constituent documents would not otherwise permit repatriation (or intercompany distribution) to the Debtor and, then to the extent applicable, would not conflict with the fiduciary duties of such director, or result in, or reasonably be expected to result in, a material risk of personal or criminal liability for the persons described above; it being understood that (A) the Borrowers with respect to clauses (x) and (y), Debtor shall promptly notify Agent take all commercially reasonable actions required by applicable Requirements of Law to permit such proposed disposition repatriation (or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereofintercompany distribution) and (B) within once such repatriation (or intercompany distribution) of any of such affected Net Cash Proceeds of any Foreign Disposition or Net Cash Insurance Proceeds of any Foreign Casualty Event is permissible under the applicable local Requirements of Law or applicable material constituent documents (even if such cash is actually not repatriated or distributed), an amount equal to the amount of the Net Cash Proceeds or Net Cash Insurance Proceeds, as applicable, that could be repatriated or distributed will be promptly (and in any event not later than ten (10) Business Days after such repatriation or intercompany distribution) applied (net of an amount equal to the additional taxes of Debtor and its Subsidiaries that would be payable or reserved against as a result of a repatriation or intercompany distribution and any additional costs that would be incurred as a result of a repatriation or intercompany distribution, whether or not a repatriation or an intercompany distribution actually occurs) by Debtor to the repayment of the Loans pursuant to this Section 2.6, and (ii) to the extent that Debtor has determined in good faith that repatriation or intercompany distribution of any of or all the Net Cash Proceeds of any Foreign Disposition or Net Cash Insurance Proceeds of any Foreign Casualty Event would have material adverse tax cost consequences with respect to such Net Cash Proceeds or Net Cash Insurance Proceeds, as applicable, an amount equal to such Net Cash Proceeds or Net Cash Insurance Proceeds, as applicable, that would be so affected will not be subject to repayment under this Section 2.6 until such time as such amount can be upstreamed or transferred without incurring such material adverse tax cost consequence; provided that in the case of each of clauses (i) and (ii), such nonpayment prior to the time such amounts must be repatriated or distributed shall not constitute an Event of Default (and such amounts shall be available (A) first, to repay local foreign indebtedness, if any, and (B) thereafter, for working capital purposes of Debtor and its Subsidiaries, in each case, subject to the prepayment provisions in this Section 2.6(h)). For the avoidance of doubt, nothing in this Section 2.6 shall require Debtor to cause any amounts to be repatriated or distributed to Debtor (whether or not such amounts are used in or excluded from the determination of the amount of any mandatory prepayments hereunder). (i) Debtor shall provide written notice to the Administrative Agent, not later than 1:00 p.m. five (5) Business Days prior to each prepayment required under this Section 2.6, and such prepayment notice shall specify the prepayment date, the Type of receipt thereof by a each Loan Party and/or being prepaid, the principal amount of each Loan (or portion thereof) to be prepaid and the Prepayment Premium that will be due and payable in connection with such Subsidiary prepayment. The Administrative Agent will promptly (and in any event within one (1) Business Day) notify each Lender of the Net Proceeds contents of Debtor’s prepayment notice and of each Lender’s Pro Rata Share of the prepayment. Each Lender may reject all of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of the Loans required to be made pursuant to clauses (b) and (c) of this Section 2.6 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00 p.m. three (3) Business Day after the date of such disposition or Event ▇▇▇▇▇▇’s receipt of Loss, notice from the Borrowers shall deliver, or cause Administrative Agent regarding such prepayment. If a Lender fails to be delivered, such excess Net Proceeds to Agent for distribution deliver a Rejection Notice to the Lenders as a Administrative Agent within the time frame specified above such failure will be deemed an acceptance of the total amount of such mandatory prepayment of the Loans. Notwithstanding Any proceeds declined by the foregoing and provided no Event of Default has occurred and is continuing, such prepayment Lenders shall be retained by Debtor for application for any purpose not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyprohibited by this Agreement.

Mandatory Prepayments. In addition to (a) If any prepayment required Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 10.2 7.2 or permitted by the Required Lenders pursuant to Section 10.1 (except as a result may be otherwise agreed to by the Required Lenders in connection with their approval of such Indebtedness pursuant to Section 10.1)), an Event amount equal to 100% of Default hereunder, the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and2.11(e). (iib) If a Loan Party or any Subsidiary Group Member shall receive Net Cash Proceeds from the issuance of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose Capital Stock of any asset pursuant to Section 8.5(d) Group Member in a public offering or in a manner private placement that is underwritten, placed or initially purchased by one or more investment banks (which, for the avoidance of doubt, shall not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount include any member of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of LossSponsor Group), the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution an amount equal to the Lenders Prepayment Percentage (as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent issuance) of such Borrower’s or Net Cash Proceeds shall be applied on the date of such Subsidiary’s intent issuance to reinvest and the prepayment of the completion Loans as set forth in Section 2.11(e). (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, such Net Cash Proceeds shall be applied within five Business Days toward the prepayment of the Loans set forth in Section 2.11(e); 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 Loans as set forth in Section 2.11(e). (d) 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 Prepayment Percentage of such reinvestment at Excess Cash Flow toward the time prepayment of the Loans as set forth in Section 2.11(e). Each such proceeds prepayment 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 received required to be delivered to the Lenders and when (ii) the date such reinvestment occursfinancial statements are actually delivered. (e) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied, respectivelyfirst, to the prepayment of the Term Loans in accordance with Section 2.17(b) until all Term Loans have been paid in full and, second, to the prepayment of outstanding Revolving Loans in accordance with Section 2.17(c). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments. In addition (a) Upon the receipt of Net Proceeds by the Parent Guarantor or any of its Subsidiaries from (i) the incurrence of any Indebtedness of the IP Parties, IntelAzul or Azul Viagens (other than with respect to any prepayment required Indebtedness permitted to be incurred pursuant to Section 4.10); (ii) any Collateral Sale, (iii) a Recovery Event or (iv) any Contingent Payment Event (each of the events set forth in clauses (i), (ii), (iii) and (iv), a “Mandatory Prepayment Event”), the Issuer will cause the New 2029 Second Out Notes’ Allocable Share of any such Net Proceeds remaining after the payment in full of the Superpriority Secured Debt (or any Permitted Refinancing thereof) and the First Priority Secured Debt (plus accrued and unpaid interest, plus any Make-Whole Premium, Call Premium, additional amounts and premium thereon, the “New 2029 Second Out Notes Prepayment Amount”) to be paid to the Holders in accordance with Section 10.2 as the terms of this Indenture by a result of an Event of Default hereunder, date that is five Business Days after the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent receipt of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by (such remittance date, as the case may be, a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans“Prepayment Date”). Notwithstanding the foregoing and provided no Event foregoing, the provisions of Default has occurred and is continuing, such prepayment Section 3.08 shall not be required to the extent a Loan Party apply for so long as any Superpriority Notes or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss any Permitted Refinancing Indebtedness in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyrespect thereof remains outstanding.

Mandatory Prepayments. In addition (a) Subject to the payment of the Make-Whole Amount, if on any prepayment required date the Borrower or any Subsidiary thereof shall receive any cash proceeds from any Extraordinary Receipts in an amount equal to or exceeding $250,000 in the aggregate since the Closing Date, the Borrower and its Subsidiaries shall, at the option of the Lender in accordance with Section 10.2 as a result of an Event of Default hereunder2.6(g), prepay the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Term Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of such receipt thereof by a Loan Party and/or the Borrower or such Subsidiary of such cash proceeds, in an amount equal to one hundred percent (100%) of the cash proceeds of such Extraordinary Receipt, in each case, to be applied as set forth in Section 2.6(g). (b) Subject to the payment of the Make-Whole Amount, if any Indebtedness shall be incurred by the Borrower or any Subsidiary thereof (excluding any Indebtedness incurred in accordance with Section 7.1), at the option of the Lender in accordance with Section 2.6(g), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of incurrence or receipt toward the prepayment of the Term Loan as set forth in Section 2.6(g). (c) Subject to the payment of the Make-Whole Amount, if on any date the Borrower or any Subsidiary thereof shall receive Net Cash Proceeds in an amount equal to or exceeding (i) $250,000 in any single transaction or series of related transactions or (ii) $250,000 in the aggregate for all transactions during the term of this Agreement from any Asset Sale or Recovery Event then the Borrower or such disposition or Event Subsidiary shall, at the option of Lossthe Lender in accordance with Section 2.6(g), the Borrowers shall deliverprepay, or cause to be deliveredprepaid, such excess Net Proceeds to Agent for distribution the Term Loan, on or prior to the Lenders date which is five (5) Business Days after the date of the realization or receipt by the Borrower or such Subsidiary of such Net Cash Proceeds, in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, in each case, to be applied as set forth in Section 2.6(g). (d) If the Borrower or its Subsidiaries receive payment of accounts receivable on or after January 1, 2026, the Borrower or such Subsidiary shall, at the option of the Lender in accordance with Section 2.6(g), prepay, or cause to be prepaid the Term Loan, on a monthly basis, no later than five (5) Business Days after the end of each month (provided that such date for payment is prior to the Maturity Date), in an amount equal to fifteen percent (15.0%) of the aggregate amount of payments of accounts receivable actually received during such prior month, net of any cost of collection incurred not in the ordinary course of business. For avoidance of doubt, neither the Make-Whole Amount nor the Prepayment Premium is due or payable on any prepayment under this Section 2.6(d). (e) Subject to the payment of the Make-Whole Amount and the Prepayment Premium, in the event that a Change of Control shall occur, the Borrower or such Subsidiary shall, at the option of the Lender in accordance with Section 2.6(g), prepay, or cause to be prepaid, all of the outstanding Term Loan, on or prior to the date which is two (2) Business Days after the date of such Change of Control. (f) Notwithstanding any provision of this Agreement to the contrary, in connection with (i) any voluntary prepayment of the Loans. Notwithstanding Term Loan pursuant to Section 2.5, (ii) any mandatory prepayment of the foregoing Term Loan pursuant to Section 2.6(a), Section 2.6(b), Section 2.6(c) or Section 2.6(e) or (iii) any payment of the Term Loan after the occurrence and provided no during the continuance of an Event of Default or after acceleration of the Obligations, in each case, the Borrower shall pay to the Lender the Make-Whole Amount, as the case may be, plus accrued and unpaid interest (including, for the avoidance of doubt, accrued interest that has occurred not yet been paid or capitalized) on the principal amount of the Term Loan being prepaid to the date of such prepayment. Furthermore, notwithstanding any provision of this Agreement to the contrary, in connection with any mandatory prepayment of the Term Loan pursuant to Section 2.6(e), the Borrower shall also pay to the Lender the Prepayment Premium. (g) Amounts to be applied in connection with prepayments made pursuant to this Section 2.6 not constituting Declined Proceeds shall be applied to the Term Loan in accordance with Section 2.11(d). Each prepayment of the Term Loan under this Section 2.6 shall be accompanied by accrued and is continuingunpaid interest to the date of such prepayment on the amount prepaid. The Borrower shall deliver to the Lender by 12:00 P.M., New York City time, not less than three (3) Business Days prior to the date such prepayment shall not be required made (each, a “Prepayment Date”) (i) a written notice of each prepayment of the Term Loan in whole or in part pursuant to this Section 2.6, which such notice shall set forth (1) the Prepayment Date, (2) the aggregate amount of such prepayment and (3) the applicable clause under this Section 2.6 that such prepayment relates to, and (ii) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment or reduction. The Lender may decline to accept all (or any portion) of any prepayment under this Section 2.6 (any such declined amounts, “Declined Proceeds”) by providing written notice to the extent Borrower that the Lender has declined any prepayment under this Section 2.6 and the amount of the Declined Proceeds. Any Declined Proceeds shall be retained by the Borrower in a Loan Party Control Account (as defined in the Guarantee and Collateral Agreement) subject to a Control Agreement in favor of the Lender until used to acquire, maintain, develop, construct, improve, upgrade or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive repair assets of a kind then used or usable useful in the business of the Borrowers Borrower or the other Loan Parties. For the avoidance of doubt, no Prepayment Premium or Make-Whole Amount shall be payable in the event the Lender has declined any prepayment under this Section 2.6 solely in connection with such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelydeclined prepayment.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (a) Upon (i) immediately upon discovery by or notice to Borrowers that any the occurrence of a Change in Control of the lending limits set forth Company, (ii) a transfer of all or substantially all of the assets of the Company to any Person in Section 2.1(aa single transaction or series of related transactions, (iii) a consolidation or Section 2.5(amerger of the Company with or into another Person in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) have been exceeded(each of items (i), Borrowers (ii) and (iii) being referred to as a " Sale Event"), or (iv) the occurrence of a Registration Default which continues uncured for a period of twenty (20) days, then, in each case, the Company shall, upon request of the Majority Holders, redeem the Convertible Debentures and Warrants. The redemption price payable upon any such redemption shall pay Agent be the redemption price in SECTION 5 of the Convertible Debentures and SECTION 13 of the Warrants, respectively (referred to herein as the "Formula Price"). (b) Upon the issuance of the Maximum Number of Shares, the receipt by the Company of Notice of Conversion requiring the issuance of shares of Common Stock in excess of the Maximum Number of Shares, and the failure within 40 days of such issuance to obtain shareholder approval to issue additional shares of Common Stock required to be issued in connection with such Notices of Conversion (the " Redemption Event"), the Company shall redeem the outstanding balance of each Convertible Debenture and Warrant for the benefit Formula Price. (c) In the event that there is an insufficient number of authorized, issuable, shares of Common Stock registered under the Registration Statement filed by the Company to allow Purchaser to fully convert the Convertible Debentures and exercise all Warrants held by Purchaser and sell such shares issued thereon, then the Company shall immediately file an amendment to the then current Registration Statement to register a sufficient number of such shares to convert said Convertible Debentures and Warrants. Upon the failure within twenty (20) Trading Days measured from the date of filing the Registration Statement to register a sufficient number of such shares, the Company shall redeem the outstanding balance of each Convertible Debenture and Warrant for the Formula Price. In addition, failure of the Lenders an amount Company to register a sufficient number of such shares to reduce fully convert said Convertible Debentures and exercise such Warrants shall be a Registration Default under SECTION 10.4(E) from the date of the Notice of Conversion to the date of the earlier of (i) the redemption of the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, Convertible Debentures and exercise of all such amount shall become due and payable by Borrowers without the necessity of a demand by Agent Warrants or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount full conversion of the estimated Net Proceeds to be received by a Loan Party and/or Convertible Debentures and exercise of all such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyWarrants.

Mandatory Prepayments. In addition Subject to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunderclause (c) below, the Loans shall be Borrower will make mandatory prepayments of borrowings under the Loan (or in the case of clause (i) or (ii) below, Loan B only) as follows (subject to mandatory prepayment as follows:exceptions to be agreed): (i) immediately if there shall be any principal amount of Loan B then outstanding, upon discovery by receipt of net proceeds of the permitted sale of any First Lien Collateral, subject to a right of the Borrower to apply such proceeds, within 180 days of receipt thereof, to the purchase of replacement First Lien Collateral; (ii) if there shall be any principal amount of Loan B then outstanding, upon receipt of warranty, insurance or notice condemnation proceeds with respect to Borrowers any First Lien Collateral, subject to a right of the Borrower to apply such proceeds, within 180 days of receipt thereof, to the repair of such First Lien Collateral or the purchase of replacement First Lien Collateral; (iii) with the proceeds of any excess draws under any Loan to the extent an Agreed-Upon Procedures Report indicates that any of the lending limits set forth proceeds of any Advance were not applied to pay Eligible Project Costs and DOE, in Section 2.1(aits sole discretion, requests such prepayment, it being understood that in the absence of a request for prepayment the amount of any excess draws shall be deducted from subsequent Advances requested by the Borrower; (iv) within 90 days after the earlier of (x) the date on which any Project (or, in the case of any Project comprised of sub-programs, such sub-program) is canceled prior to the Timing Milestone identified as “Job 1” in the Project Business Plan for such Project (or Section 2.5(asub-program) have or, if Program Approval has not been exceededachieved for a Project (or sub-program thereof), Borrowers prior to the Estimated Program Approval Date for such Project (or sub-program), (y) the date on which any Project is modified to the extent that any costs associated with such Project no longer constitute Eligible Project Costs or (z) the date as of which achievement of any Project Timing Milestone in respect of such Project (or sub-program) has been delayed by at least 24 months, all Advances theretofore made to fund Eligible Project Costs associated with such Project (or sub-program) (other than any Eligible Project Costs that are shared with any other Project (or sub-program) that has not been so cancelled, modified or delayed) shall pay Agent for be repaid in full by the benefit Borrower; the Borrower shall promptly notify DOE of any such Project (or sub-program) cancellation, modification or delay and provide to DOE, within 15 days after such notice, a calculation of the Lenders amount to be prepaid under this clause (iv). In addition, the Borrower shall provide to DOE such information as DOE shall reasonably request to enable DOE to determine whether it disagrees with such calculation. If DOE disagrees with any such calculation, such disagreement shall be resolved pursuant to procedures to be specified in the Loan Documents; (v) if, at any time, the aggregate principal amount of all Advances corresponding to any Project exceeds the Project Maximum Loan Amount for such Project, the Borrower will prepay such Advances in an amount sufficient equal to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lenderexcess; and (iivi) If a Loan Party or any Subsidiary of a Loan Party shall if, at any time or from time to time (x) directly or indirectlytime, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the aggregate principal amount of all Advances under the estimated Net Proceeds to be received by a Loans exceeds the Maximum Total Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of LossAmount, the Borrowers shall deliver, or cause Borrower will prepay such Advances in an amount equal to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyexcess.

Mandatory Prepayments. In addition (i) Upon the issuance by any Borrower of any of its Stock to any prepayment required in accordance with Section 10.2 as a result Person other than another Borrower (or the receipt of an Event of Default hereunderany capital contribution by any Borrower from any Person other than another Borrower), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Borrower. (ii) Immediately upon the receipt by any Borrower of any Net Cash Proceeds from any Asset Sale, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds, provided, however, that (A) sales of Subject Assets shall be subject to mandatory prepayment as follows: the terms in the immediately succeeding clauses (iii) and (iv); (B) with respect to Asset Sales (other than Subject Assets which are addressed in clause (iii) and (iv) below) permitted pursuant to clauses (c), (d), (e), (f), (g), (i) immediately upon discovery by or notice to Borrowers that any of the lending limits (except as set forth in Section 2.1(aclause (v) or Section 2.5(a) have been exceededbelow), Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount(j), and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (yk) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of LossSection 6.8 hereof, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to make any prepayment of Loans with any Net Cash Proceeds received from such Asset Sales; (C) with respect to Asset Sales permitted by Section 6.8(a) (other than Subject Assets which are addressed in clause (iii) and (iv) below), the extent a Loan Party or Borrowers shall not be required to make prepayments of Loans with any Net Cash Proceeds received from such Subsidiary reinvests Asset Sales unless and until the gross proceeds from such Asset Sales, in the aggregate, exceed $2,000,000 (measured from the Closing Date); and (D) with respect to Asset Sales permitted by Section 6.8(b) (other than Subject Assets which are addressed in clause (iii) and (iv) below), the Borrowers shall not be required to make prepayments of Loans with any Net Cash Proceeds received from such Asset Sales unless and until the gross proceeds from such Asset Sales, in the aggregate, exceed $3,000,000 (measured from the Closing Date). (iii) Upon the sale of any Subject Asset (excluding Subject Assets consisting of spare parts (which are addressed in clause (iv) below)), Borrowers shall prepay an aggregate principal amount of Loans equal to 75% of the Net Cash Proceeds of such disposition or Event Subject Asset; provided that, the Borrowers shall not be required to make prepayments of Loss in productive assets Loans with any Net Cash Proceeds received from the sales of a kind then used or usable A318 aircraft permitted by Section 6.8(n) except to the extent the Net Cash Proceeds of such Asset Sales, in the aggregate, exceed $1,200,000. (iv) Upon the sale of any spare part or any rotable or expendable that either (x) is outside the ordinary course of business or (y) generates Net Cash Proceeds in an aggregate amount in any month in excess of $100,000, Borrowers shall prepay an aggregate principal amount of Loans equal to 75% of such Net Cash Proceeds. (v) Upon the sale-leaseback, synthetic lease or similar transaction with respect to Q400 engines permitted by Section 6.8(i) and the proviso to Section 6.8, the Borrowers shall prepay an aggregate principal amount of Loans equal to 50% of the Borrowers or such Subsidiary within 180 days after the date Net Cash Proceeds of such disposition or Event Asset Sales. (vi) Immediately upon the receipt by any Borrower of Loss; provided that any Net Cash Proceeds from any Property Loss Event, the applicable Borrower notifies Agent Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyNet Cash Proceeds.

Mandatory Prepayments. In addition (a) If Borrowers receive Net Cash Proceeds as a result of the issuance of any Capital Stock and, at the time of issuance, the Total Leverage Ratio is ³ 2.50 to any 1.00, an amount equal to 50% of the Net Cash Proceeds (up to the maximum amount of the Term Loans then outstanding) thereof shall be applied as a prepayment required in accordance with Section 10.2 as 2.11(c) within three Business Days of such issuance. (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a result Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a2.11(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 $5,000,000 in any Fiscal Year of the Borrowers 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 2.11(c). (c) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied Ratably to the Senior Notes and the Loans, with prepayments to the Loans to be applied, first, to the prepayment of the Term Loan in accordance with Section 2.17(b) and, second, the excess, if any, to the Revolving Loans without reduction in the Revolving Commitments, the Swingline Commitment or the L/C Commitments. In addition, any reduction of the Revolving Commitments pursuant to Section 2.5(a) have been exceeded2.09 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 Borrowers shall pay 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 an amount sufficient to reduce the outstanding principal balance of the applicable Loans on terms and conditions satisfactory to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose Administrative Agent. The application of any asset prepayment pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss2.11 shall be made, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds first, to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of LossABR Loans and, the Borrowers shall deliversecond, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a Eurodollar Loans. Each prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable Loans under Section 2.11 (except in the business case of the Borrowers or such Subsidiary within 180 days after Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such disposition or Event of Loss; provided that prepayment on the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyamount prepaid.

Mandatory Prepayments. In addition to any prepayment required There shall become due and payable and Borrower shall prepay the Term Loan (and the Revolving Loans, Swingline Loans and WCMA Loans) in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as followsfollowing amounts and at the following times: (i) immediately upon discovery by on the date on which any Credit Party (or notice to Borrowers that Administrative Agent as loss payee or assignee) receives any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceededMajor Casualty Proceeds, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient equal to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and one hundred percent (ii100%) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition Major Casualty Proceeds; provided, that, so long as no Default or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, the recipient (other than Administrative Agent) of any Major Casualty Proceeds may reinvest the amount of such prepayment Major Casualty Proceeds within ninety (90) days, in replacement assets comparable to the assets giving rise to such Major Casualty Proceeds; provided, that the aggregate amount which may be reinvested by Borrower and its Subsidiaries pursuant to the preceding proviso may not exceed $350,000 in any Fiscal Year; provided, further, that if the applicable Credit Party does not intend to fully reinvest such Major Casualty Proceeds, or if the time period set forth in this sentence expires without such Credit Party having reinvested such Major Casualty Proceeds, Borrower shall not be required prepay the Loans in an amount equal to such Major Casualty Proceeds (to the extent not reinvested or intended to be reinvested within such time period); (ii) upon receipt by any Credit Party of the proceeds from the issuance and sale of any Debt or equity securities (other than (1) proceeds of Debt securities expressly permitted pursuant to Section 5.1, (2) proceeds from the issuance of equity securities to Borrower or any Wholly-Owned Subsidiary, and (3) proceeds from the issuance of equity securities of Borrower (or a Loan Party or such Subsidiary reinvests parent company of Borrower) upon the exercise of any stock option to acquire securities of Borrower), in each case in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of such disposition issuance and sale; (iii) upon receipt by any Credit Party of the proceeds of any Asset Disposition, an amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Asset Disposition; provided, that no prepayment shall be required pursuant to this Section 2.1(c)(iii) unless and until the aggregate Net Cash Proceeds received during any Fiscal Year from Asset Dispositions exceeds $350,000 (in which case all Net Cash Proceeds in excess of such amount shall be used to make prepayments pursuant to this Section 2.1(c)(iii)), and provided, that, so long as no Default or Event of Loss Default has occurred and is continuing, the recipient of such Net Cash Proceeds may reinvest the amount of such Net Cash Proceeds within ninety (90) days, in productive replacement fixed assets of a kind then used or usable in the business of such Credit Party. If the Borrowers applicable Credit Party does not intend to so reinvest such Net Cash Proceeds, or if the time period set forth in the immediately preceding sentence expires without such Subsidiary within 180 days after Credit Party having reinvested such Net Cash Proceeds, Borrower shall prepay the date Loans in an amount equal to such Net Cash Proceeds; and (iv) upon receipt by any Credit Party of any Extraordinary Receipts, an amount equal to one hundred percent (100%) of such disposition Extraordinary Receipts. Any amounts permitted to be reinvested pursuant to the preceding clauses (i) or (iii) shall be immediately applied by Borrower as a prepayment against then outstanding Revolving Loans and then, any remainder to WCMA Loans, and Administrative Agent shall establish a Reserve (the “Reinvestment Reserve”) against the Revolving Loan Limit and the WCMA Loan Limit in an amount equal to such permitted reinvestment amount. So long as no Default or Event of Loss; provided that Default then exists, Administrative Agent shall permit Revolving Loan Borrowings to finance the making of reinvestments permitted pursuant to the preceding clauses (i) and (iii), and shall concurrently reduce the Reinvestment Reserve by an equivalent amount. Any remaining portion of the Reinvestment Reserve shall be reduced to zero (0) upon the expiration of the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent reinvestment periods pursuant to reinvest the preceding clauses (i) and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively(iii).”

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within Within five (5) Business Days of the receipt thereof by a Loan Party and/or such Subsidiary any Obligor of Net Cash Proceeds from the occurrence of any Casualty Event or Specified Asset Sale, in either case in excess of $2,500,000 in the aggregate during any fiscal year, the Borrower shall cause an amount equal to one hundred percent (100%) of the Net Cash Proceeds received with respect to such Casualty Event or Specified Asset Sale (or in the case of a Specified Asset Sale pursuant to clause (c) of the definition of Permitted License, fifty percent (50%) of the Net Cash Proceeds received with respect to such disposition or Event of LossSpecified Asset Sale), as the Borrowers shall delivercase may be, or cause to be delivered, such excess Net Proceeds applied and allocated as set forth in clause (d) below to Agent for distribution to (i) the Lenders as a prepayment of the outstanding principal amount of the Loans. , (ii) the payment of accrued and unpaid interest on the principal amount of the Loans being prepaid and (iii) the payment of the Early Prepayment Fee payable pursuant to clause (c) below and the Exit Fee payable pursuant to Section 3.04 below. (ii) Notwithstanding the foregoing and provided clause (i) above, so long as no Event of Default has occurred and is continuingcontinuing or shall immediately result therefrom, such prepayment shall not be required if, prior to the extent date a Loan Party prepayment is required pursuant to clause (i) above, a Responsible Officer of the Borrower delivers to the Agent a notice to the effect that the Borrower intends to apply (or such Subsidiary reinvests cause to be applied) the Net Cash Proceeds from such Casualty Event or Specified Asset Sale, to (A) repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Specified Asset Sale, (B) the cost of such disposition purchase or Event of Loss in productive constructing other assets of a kind then used or usable useful in the business of the Borrowers Borrower or another Obligor, or (C) other general corporate purposes (excluding Restricted Payments) permitted by the terms of this Agreement, then such Subsidiary within 180 days after the date Net Cash Proceeds of such disposition Casualty Event or Specified Asset Sale may be applied for such purpose in lieu of such mandatory prepayment otherwise required pursuant to Section 3.03(b)(i) to the extent such Net Cash Proceeds of such Casualty Event or Specified Asset Sale are actually applied for such purpose. Notwithstanding the foregoing, in the event that Net Cash Proceeds have not been so applied within three hundred sixty (360) days following the occurrence of Loss; provided that such Casualty Event or Specified Asset Sale, the Borrower shall cause an amount equal to one hundred percent (100%) of such unused balance of such Net Cash Proceeds with respect to such Casualty Event or Specified Asset Sale, as the case may be, to be applied and allocated as set forth in clause (d) below to the prepayment of the outstanding principal amount of the Loans, together with payment of accrued and unpaid interest on the principal amount of the Loans being so prepaid, the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent Early Prepayment Fee payable pursuant to reinvest clause (c) below and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyExit Fee pursuant to Section 3.04 below.

Mandatory Prepayments. In addition (a) Not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to any prepayment required prepay outstanding Term Loans in accordance with Section 10.2 2.13(g). (b) In the event and on each occasion that any Equity Issuance (other than any Equity Issuances to the extent the Net Cash Proceeds of the same are used to make permanent repayments or repurchases of Term Loans by the Borrower), occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following), apply an amount equal to 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g) provided, that, with respect to the Net Cash Proceeds of any Equity Issuances, if (x) the Borrower shall deliver a certificate of a Financial Officer to the Administrative Agent at the time of receipt thereof (or promptly thereafter) setting forth the Borrower’s intent to invest such proceeds in Capital Expenditures permitted herein within 6 months of receipt of such proceeds and (y) no Event of Default shall have occurred and shall be continuing at the time of such certificate, the Borrower shall not be required to apply such amounts to the prepayment of the outstanding Term Loans pursuant to this clause (b) except to the extent such proceeds are not so invested or contractually committed to be so invested by the end of such 6 month period, at which time such proceeds shall be applied to the prepayment of the outstanding Term Loans pursuant to this clause (b); provided further that (x) if any portion of such proceeds are not so used within such 6 month period but within such 6-month period are contractually committed to be used, then upon the termination of such contract (or if any such proceeds are not so used within 18 months of initial receipt), such remaining portion shall be applied to the prepayment of the outstanding Term Loans pursuant to this clause (b) as a result of the earlier of the date of such termination or expiry of such 18-month period and (y) such proceeds shall be applied to the prepayment of the outstanding Term Loans pursuant to this clause (b) notwithstanding any investment notice if there is an Event of Default hereunder, at the Loans shall be subject time of a proposed investment unless such proposed investment is made pursuant to mandatory prepayment as follows:a binding commitment entered into at a time when no Event of Default was continuing. (c) No later than the earlier of (i) immediately upon discovery by or notice to Borrowers that any 90 days after the end of each fiscal year of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceededBorrower, Borrowers shall pay Agent for commencing with the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amountfiscal year ending on December 31, 2012, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall apply an amount equal to 100% of Excess Cash Flow for the fiscal year then ended to prepay outstanding Term Loans in accordance with Section 2.13(g). (d) In the event that any Loan Party or any Subsidiary subsidiary of a Loan Party shall at any time receive Net Cash Proceeds from the issuance or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose incurrence of Indebtedness for money borrowed of any asset Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 8.5(d) or 6.01), the Borrower shall, substantially simultaneously with (and in a manner any event not permitted hereunder or (y) suffer an Event of Loss, then (Alater than the Business Day next following) the Borrowers shall promptly notify Agent receipt of such proposed disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds subsidiary, apply an amount equal to 100% of such disposition or Event Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g). (e) In the event that any Loan Party shall receive Net Cash Proceeds from any Extraordinary Receipt, such Loan Party shall, substantially simultaneously with (and in any event not later than the Business Day next following) the receipt of Loss such Net Cash Proceeds by such Loan Party, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in productive assets of a kind then used or usable accordance with Section 2.13(g). (f) In the event that the Borrower, in its sole discretion, determines to permanently reduce the business Collateral Posting Amount other than in connection with the reduction of the Borrowers commitments under or termination of the Indebtedness incurred pursuant to, Sections 6.01(h) and (i), the Borrower shall, not later than the third Business Day following such Subsidiary within 180 days after determination, apply 100% of the amount of such reduction to the prepayment of the outstanding Term Loans in accordance with Section 2.13(g). (g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be applied (i) in direct order of maturity with respect to the next four remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a) and (ii) pro rata thereafter. (h) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Term Loan being prepaid and the principal amount of each Term Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty (except as provided in Section 2.12(d)), and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelypayment.

Mandatory Prepayments. In addition (a) Subject to any prepayment required in accordance with subsection (b) of this Section 10.2 as a result of an Event of Default hereunder2.9, the Loans shall be subject to mandatory prepayment as followsCompany shall: (i) immediately upon discovery within three Business Days after the date of receipt by the Company or notice to Borrowers that any of its Subsidiaries of the lending limits set forth Net Proceeds of any Asset Sales, prepay the aggregate outstanding principal amount of the Term Loans ratably in an amount equal to 100% of such Net Proceeds; (ii) within three Business Days after the date of receipt of the Net Proceeds of any Equity Issuance by the Company or any of its Subsidiaries after the Closing Date or the sale or issuance by the Company or any of its Subsidiaries of any Indebtedness to a Person other than the Company or a Subsidiary (other than Indebtedness permitted under Section 2.1(a8.3), prepay the aggregate outstanding principal amount of the Term Loans ratably in an amount equal to 100% of such Net Proceeds; (iii) on April 1, 2001, prepay the aggregate outstanding principal amount of the Term Loans ratably in an amount equal to 25% of Excess Cash Flow for the period commencing on the Closing Date and terminating on December 31, 2000; and (iv) commencing with the fiscal year ending December 31, 2001 and on each April 1 of each year thereafter, beginning in 2002, prepay the aggregate outstand ing principal amount of the Term Loans ratably in an amount equal to 50% of Excess Cash Flow for the preceding fiscal year. (b) To the extent that funds for any prepayment otherwise required to be made pursuant to the terms of clauses (i), (ii), (iii) and (iv) of Section 2.9(a) above are only available to the Company through extraordinary dividend payments to the Company from one or more Insurance Subsidiaries, which dividend payments require specific regulatory approval for the payment of such dividends, the Company shall not, to such extent, be required to make such prepayment for so long as such dividend payments may not, for such reasons, be made, provided -------- that, with respect to the payment of extraordinary dividends, the Company shall use its reason able commercial efforts to obtain such regulatory approval to make such payment when due. (c) Each mandatory prepayment of Loans pursuant to subsection (a) of this Section 2.5(a2.9 shall be applied without penalty or premium. All prepayments pursuant to this Section 2.9 shall be made together with accrued interest to the date of such prepayment on the amount prepaid together with such additional amounts, if any, owing under Section 4.5 hereof. (d) have been exceededAll Net Proceeds or other amounts received by the Company or any of its Subsidiaries in respect of any Asset Sale, Borrowers Equity Issuance or sale or issuance of Indebtedness shall pay Agent be held by the Company or such Subsidiary in trust for the benefit of the Lenders an amount sufficient to reduce until the outstanding principal balance delivery of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; andamounts in accordance with Section 2.9(a) hereof. (iie) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset Each mandatory prepayment made pursuant to this Section 8.5(d) or 2.9 shall be applied in a manner not permitted hereunder or (y) suffer an Event accordance with the terms of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelySection 2.10 hereof.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans Borrower shall be subject required to mandatory prepayment as follows: make prepayments (i"MANDATORY PREPAYMENTS") immediately upon discovery by or notice to Borrowers that in each of the following events (a) in the event any of the lending limits set forth in Section 2.1(a) Collateral (including, after the Merger Consummation Date, whether or Section 2.5(a) have been exceedednot the Administrative Agent has, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce Syndication Parties, been granted a lien thereon, the outstanding principal balance of Acquisition Stock, the applicable Loans to ▇▇▇▇▇▇▇ Securities Collateral, the applicable maximum allowed amountWLR Chicken Assets, and such amount shall become due and payable by Borrowers without the necessity WLR Turkey Assets) is the subject of a demand by Agent or any Lender; and (ii) If Casualty Event, a Loan Party or any Subsidiary of a Loan Party shall at any time or from time Mandatory Prepayment equal to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Casualty Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of LossBorrower, the Borrowers shall deliverSurvivor, or cause to be delivered, Subsidiary Merger Survivor on account thereof (provided that no such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment Mandatory Prepayment shall not be required to the extent a Loan Party that Borrower, Survivor, or Subsidiary Merger Survivor, as applicable, use such Casualty Proceeds for repair or replacement for any Casualty Event if the amount of Casualty Proceeds does not exceed $25,000,000.00, or such Subsidiary reinvests higher amount as may be approved by the Net Proceeds of Required Lenders at their discretion, and so long as (i) a contract for such disposition repair or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary replacement is entered into within 180 days after the date of such disposition or Casualty Event of Loss; provided that for such repairs and/or the applicable Borrower notifies Agent acquisition of such Borrower’s replacements, (ii) such repair or replacement is effected within 360 days of such Subsidiary’s intent to reinvest Casualty Event, and (iii) any such replacements are covered by the lien in favor of the completion Administrative Agent on the Collateral); (b) upon the issuance of any equity securities in a capital raising transaction resulting in net proceeds to Borrower of an amount in excess of $10,000,000.00, a Mandatory Prepayment equal to fifty percent (50%) of net proceeds of such reinvestment at offering of equity securities to the time such proceeds extent they are received and when such reinvestment occursnot used, respectively.under the conditions set forth below, for acquisitions and/or capital investment within 360 days of receipt; (c) upon sale or other disposition of any non-current assets (except for sales in the ordinary course of business)

Mandatory Prepayments. In addition (i) Within 5 days after delivery to Agent of the audited annual financial statements pursuant to Section 5.3 with respect to any fiscal year, commencing with the delivery to Agent of the financial statements for the fiscal year ended December 31, 2005 or, if such financial statements are not delivered to Agent on or prior to the date such statements are required to be delivered pursuant to Section 5.3, 5 days after the date such statements are required to be delivered to Agent pursuant to Section 5.3, Borrowers shall (unless the obligation to make such payment of the Term Loan B is waived in writing by the Required Lenders, or the obligation to make such payment of the WFF Term Loan A is waived under the WFF Credit Agreement, in each case, prior to the date on which such payment is required to be made) prepay the outstanding principal of the WFF Term Loan A and the Term Loan B in an aggregate amount equal to 50% of the Excess Cash Flow of Administrative Borrower and its Subsidiaries for such fiscal year (or with respect to the fiscal year ended December 31, 2005, for the period commencing on August 1, 2005 and ending on the last day of such fiscal year), such prepayment to be applied to the outstanding WFF Term Loan A and Term Loan B in accordance with clause (d)(i) below. (ii) Within three Business Days following the consummation of any voluntary or involuntary sale or disposition by any Loan Party of property or assets (other than sales or dispositions described in clauses (b), (c), (d), (f), (g), (i), (j), (k), (l), or (n) of the definition of “Permitted Dispositions”), Borrowers shall (unless the obligation to make such payment of the Obligations is waived in writing by the Required Lenders, or the obligation to make such payment of the WFF Obligations is waived under the WFF Credit Agreement, in each case, prior to the date on which such payment is required to be made) prepay the outstanding principal of the Obligations and the WFF Obligations in accordance with clause (d)(ii) below in an aggregate amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such sale or disposition but only to the extent that the Dollar Equivalent of the aggregate amount of Net Cash Proceeds received by the Loan Parties (and not applied as a prepayment of the Obligations or the WFF Obligations) for all such sales or dispositions shall exceed $1,000,000 in any fiscal year. Nothing contained in this subclause (ii) shall permit any Loan Party to sell or otherwise dispose of any property or assets other than in accordance with Section 10.2 6.4. (iii) Within three Business Days following the receipt by any Loan Party of any Extraordinary Receipts, Borrowers shall (unless the obligation to make such payment of the Obligations is waived in writing by the Required Lenders, or the obligation to make such payment of the WFF Obligations is waived under the WFF Credit Agreement, in each case, prior to the date on which such payment is required to be made) prepay the outstanding principal of the Obligations and WFF Obligations in accordance with clause (d)(ii) below in an aggregate amount equal to 100% of such Extraordinary Receipts, net of any amounts payable by such Person as a result of an Event such event and of Default hereunderany taxes, fees payable to Persons that are not Affiliates of any Loan Party or reasonable expenses incurred in collecting such Extraordinary Receipts, but only to the Loans extent that the Dollar Equivalent of the aggregate amount of such net Extraordinary Receipts received by the Loan Parties (and not applied as a prepayment of the principal of the Obligations or the WFF Obligations) for any single or related series of Extraordinary Receipts shall be subject to mandatory prepayment as follows:exceed $75,000 or for all such Extraordinary Receipts shall exceed $750,000 in any fiscal year. (iv) Within three Business Days following the sale, issuance or incurrence by any Loan Party of any Stock or Indebtedness (other than (i) immediately upon discovery Indebtedness permitted under Section 6.1, (ii) Stock issued by any Loan Party on or notice before the Closing Date, (iii) Stock issued pursuant to Borrowers that a stock or option plan to any officer, independent contractor in a manner consistent with historical practices, employee or director of Administrative Borrower or any of the lending limits set forth its Subsidiaries, (iv) Stock issued upon exercise of any Stock referred to in Section 2.1(aclause (iii), and (v) Stock issued to any Loan Party or Section 2.5(a) have been exceededWFF Foreign Loan Party), Borrowers shall pay Agent for (unless the benefit obligation to make such payment of the Lenders Obligations is waived in writing by the Required Lenders, or the obligation to make such payment of the WFF Obligations is waived under the WFF Credit Agreement, in each case, prior to the date on which such payment is required to be made) prepay the outstanding principal of the Obligations and the WFF Obligations in accordance with clause (d)(iii) in an aggregate amount equal to (A) 50% of the Net Cash Proceeds received by such Loan Party in connection with such sale, issuance, or incurrence until the aggregate amount of Net Cash Proceeds received by Loan Parties in connection with all such sales, issuances, and incurrences after the Closing Date is greater than $5,000,000 and (B) 100% of the Net Cash Proceeds received by such Loan Party in connection with such sale, issuance, or incurrence after the aggregate amount of Net Cash Proceeds received by Loan Parties in connection with all such sales, issuances, and incurrences after the Closing Date is greater than $5,000,000. (v) In the event (A) the sum of the WFF Revolver Usage (after giving effect to any repayment or prepayment of the WFF Advances made on or prior to the applicable date of determination but excluding the WFF Letter of Credit Usage cash collateralized in an amount sufficient up to reduce 105% of such WFF Letter of Credit Usage) and the outstanding principal balance of the applicable Loans WFF Term Loan A and the Term Loan B at any time exceeds 2.75 times the amount of EBITDA for the most recently ended 12 month period or (B) the sum of the WFF Revolver Usage (after giving effect to any repayment or prepayment of the WFF Advances made on or prior to the applicable maximum allowed amountdate of determination but excluding the WFF Letter of Credit Usage cash collateralized in an amount up to 105% of such WFF Letter of Credit Usage), the outstanding principal balance of the WFF Term Loan A and the Term Loan B and the aggregate principal amount of all other Indebtedness (other than cash collateralized letters of credit) of Parent and its Subsidiaries outstanding as of such date in the amount shall become due and payable by Borrowers without the necessity that would be reflected as debt on a balance sheet prepared as of such date on a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall consolidated basis in accordance with GAAP at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose exceeds 3.0 times the amount of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of LossEBITDA for the most recently ended 12 month period, then Borrowers (unless the obligation to make such payment of the Obligations is waived in writing by the Required Lenders, or the obligation to make such payment of the WFF Obligations is waived under the WFF Credit Agreement, in each case, prior to the date on which such payment is required to be made) shall prepay the outstanding Obligations and WFF Obligations in accordance with clause (d)(iv) below in an aggregate amount equal to the greater of the excess resulting from Clause (A) above or the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and excess resulting from Clause (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyabove.

Mandatory Prepayments. In addition (a) [Reserved]. (b) Subject to the payment of the amounts described in Section 2.7, if any prepayment required Indebtedness shall be incurred by Borrower or any Subsidiary thereof (excluding any Indebtedness incurred in accordance with Section 10.2 as a result 7.2), an amount equal to 100% of an Event the Net Cash Proceeds thereof shall be applied on the date of Default hereundersuch incurrence or, if later, date of receipt toward the prepayment of the Loans shall be subject to mandatory prepayment and other amounts as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and2.6(f). (iic) If a Loan Party on any date Borrower or any Subsidiary thereof shall receive Net Cash Proceeds from any Asset Sale (excluding an Asset Sale constituting the issuance of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(dCapital Stock issued by Borrower) or in a manner not permitted hereunder or (y) suffer Recovery Event, then, an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount equal to 100% of the estimated Net Cash Proceeds to thereof shall be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) applied, within five (5) Business Days of receipt thereof by a Loan Party and/or receiving such Subsidiary of proceeds, towards the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding Loans and other amounts as set forth in Section 2.6(f); provided that if the foregoing Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer to the effect that the Borrower intends to apply such Net Cash Proceeds from such event (or a portion thereof specified in such certificate), within one hundred eighty (180) days after receipt of such Net Cash Proceeds to acquire (or, in the case of a Recovery Event, replace or rebuild) assets (excluding cash or Cash Equivalents) to be used in the business of Borrower (it being understood and provided agreed that such proceeds may not be used to pay for or to offset any expenses, liabilities or any payroll obligations), and certifying that no Event of Default has occurred and is continuing, such then no prepayment shall be required pursuant to this clause (c) with the amount Net Cash Proceeds specified on such certificate; provided further that (i) any such Net Cash Proceeds intended to be reinvested shall be held in a Deposit Account that is subject to a Control Agreement until such reinvestment is made and (ii) to the extent any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such non-reinvested Net Cash Proceeds shall be applied within five (5) Business Days after such determination that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Loans as set forth in this clause (c); provided, further, that a prepayment pursuant to this Section 2.6(c) shall only be required to the extent such Net Cash Proceeds exceeds $1,000,000 in a Loan Party or such Subsidiary reinvests Fiscal Year, and only to the Net Proceeds extent of such disposition or Event of Loss excess. (d) [Reserved]. (e) [Reserved]. (f) Amounts to be applied in productive assets of connection with prepayments made pursuant to this Section 2.6 shall be applied to the Loans on a kind then used or usable pro rata basis, in the business each case in accordance with Section 2.10(b). Each prepayment of the Borrowers or such Subsidiary within 180 days after Loans under this Section 2.6 shall be accompanied by accrued interest to the date of such disposition prepayment on the amount prepaid. The Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly notify each Lender) (i) a written notice of each prepayment of the Loans in whole or Event in part pursuant to this Section 2.6 by noon New York City time, not less than (x) with respect to prepayments required by Section 2.6(a) and (c), five (5) Business Days (or such shorter period reasonably acceptable to the Administrative Agent) prior to the date such prepayment shall be made or (y) with respect to prepayments required by Section 2.6(b), on the date such prepayment shall be made (each, a “Prepayment Date”), which such notice shall set forth (x) the Prepayment Date, (y) the aggregate amount of Loss; provided that such prepayment and (z) the applicable Borrower notifies Agent clause under this Section 2.6 that such prepayment relates to, and (ii) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyprepayment.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as (A) Immediately upon the occurrence of a result Change of an Event of Default hereunderControl, the Loans Borrower shall be subject to mandatory prepayment as follows:prepay all of the outstanding Obligations, plus the applicable Prepayment Premium, if any; (iB) immediately Immediately upon discovery the receipt by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose Obligor of any asset Net Proceeds from the incurrence of any Debt (other than Debt permitted to be incurred or issued pursuant to Section 8.5(d) or 6.3), the Borrower shall prepay the Obligations in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds equal to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary 100% of the Net Proceeds from such incurrence of Debt plus the applicable Prepayment Premium, if any; (C) Immediately upon the occurrence of any asset dispositions (other than a Permitted Asset Disposition pursuant to clauseclauses (a) and (b) of the definition thereof) with Net Proceeds in excess of $250,000 in the aggregate in any Fiscal Year, the Borrower agrees to prepay the Obligations in an amount equal to 100% of the Net Proceeds from such asset dispositions (to the extent of such disposition or Event of Lossexcess) plus the applicable Prepayment Premium, the Borrowers shall deliverif any; provided, or cause to be deliveredhowever, such excess Net Proceeds to Agent for distribution to the Lenders that so long as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, the Borrower shall have the option, upon notice in writing to the Agent, to reinvest all or any portion of such prepayment Net Proceeds, within one hundred eighty (180) days following receipt of same, to acquire assets useful in the Borrower’s business; (D) Immediately upon any Obligor suffering an Event of Loss of any property (other than any property constituting Granite Priority Collateral until the Granite Debt is paid in in full in cash or immediately available funds and all commitments, if any, to extend credit to the Borrower are terminated or have expired) with Net Proceeds in excess of $100,000 in the aggregate in any Fiscal Year, the Borrower shall not be required prepay the Obligations in an amount equal to 100% of the Net Proceeds from such Event of Loss (to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition excess) plus the applicable Prepayment Premium, if any; provided, however, that so long as no Event of Default has occurred and is continuing, the Borrower shall have the option, upon notice in writing to the Agent, to reinvest all or any portion of such Net Proceeds, within one hundred eighty (180) days following receipt of same, to repair or replace the property damaged, lost, destroyed or taken in such Event of Loss in productive assets of a kind then used or usable to otherwise acquire property useful in the business Borrower’s business; (E) Each prepayment of the Borrowers or such Subsidiary within 180 days after Obligations pursuant to the date foregoing provisions of such disposition or Event of LossSection 1.2(a)(iv)(A)-(D) shall be applied in accordance with Section 1.7; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.and

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery If (A) the Borrower or any Restricted Subsidiary Transfers Oil and Gas Properties to which Proved Reserves are attributed or Unproven Utica Shale Acreage (other than as permitted under Section 9.11(b) and (c)(ii)) or Gathering Systems (or any Equity Interests in the Alpha Shale Group or in any Restricted Subsidiary owning such Oil and Gas Properties or Unproven Utica Shale Acreage or Gathering Systems) or engages in any Swap Termination, and (B) the Net Cash Proceeds of all such Transfers and all such Swap Terminations made since the last date on which the Borrower has made prepayment under this Section 3.04(c)(i) exceeds $1,000,000, then, subject to the remainder of this Section 3.04(c)(i), the Borrower shall prepay the Loans as contemplated by or notice Section 3.04(c)(ii), together with interest and premium, if any, on the amount so prepaid, in amount equal to Borrowers that any 100% of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceededNet Cash Proceeds of all such Transfers and Swap Terminations. Such repayment shall be due 365 days thereafter, Borrowers provided that such payment shall pay Agent for be reduced by the benefit cumulative expenditures of the Lenders Borrower and the Guarantors, during such 365 day period, to invest in or acquire Additional Oil and Gas Assets or make capital expenditures in the oil and gas business. To the extent that, on such 365th day, any Net Cash Proceeds remain after such reductions, the Borrower shall make a repayment of the Loans in an amount sufficient to reduce the outstanding principal balance of the applicable Loans equal to the applicable maximum allowed amount, and amount of such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; andremaining Net Cash Proceeds. (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset Each prepayment pursuant to this Section 8.5(d3.04(c) or shall be applied, first, to the next four (4) remaining scheduled installments under Section 3.01 in a manner not permitted hereunder or (y) suffer an Event direct order of Lossmaturity and then, then (A) the Borrowers shall promptly notify Agent ratably to remaining scheduled installments of such proposed disposition or Event of Loss principal (including payment due on the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the LoansMaturity Date). Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such Each prepayment shall not be required accompanied by accrued interest to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyrequired by Section 3.02.

Mandatory Prepayments. (a) In addition to any prepayment required in accordance with other mandatory repayments pursuant to this Section 10.2 as a result of an Event of Default hereunder2.11, on each date on or after the Loans shall be subject to mandatory prepayment as follows: (i) immediately Closing Date upon discovery by which the Credit Parties or notice to Borrowers that any of their Subsidiaries receives any Net Cash Proceeds from any issuance or incurrence by the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party Borrower or any Subsidiary of a Loan Party shall at any time or from time Indebtedness (other than Indebtedness permitted to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset be incurred pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer 6.04), an Event of Loss, then (A) the Borrowers shall promptly notify Agent amount equal to 100% of such proposed disposition or Event Net Cash Proceeds shall be applied on such date as a mandatory repayment in accordance with the requirements of Loss Section 2.11(c). (including b) In addition to any other mandatory repayments pursuant to this Section 2.11, after giving effect to and subject to any mandatory prepayments required under any Permitted Funding Indebtedness and the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) Asset Level Term Loan, within five (5) Business Days following each date on or after the Closing Date upon which the Credit Parties or any of receipt thereof by their Subsidiaries receives any Net Cash Proceeds from any Recovery Event (other than individual Recovery Events where the Net Cash Proceeds therefrom do not exceed $10,000,000), an amount equal to 100% of such Net Cash Proceeds shall be applied on such date as a Loan Party and/or mandatory repayment in accordance with the requirements of Section 2.11(c); provided that no such prepayment shall be required pursuant to this Section 2.11(b) with respect to such portion of such Net Cash Proceeds that Parent or any Subsidiary intends to reinvest or that has been reinvested, in each case, in accordance with Section 2.11(e); provided further, that such proceeds shall not constitute Net Cash Proceeds except to the extent not so used at the end of such period, at which time such proceeds shall be deemed to be Net Cash Proceeds. (c) Each amount required to be applied pursuant to Section 2.11(a) or Section 2.11(b) in accordance with this Section 2.11(c) shall be applied pro rata according to the respective outstanding principal amounts of the Net Proceeds of Loans then held by the Lenders. Each such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the LoansLoans shall be applied in inverse order of maturity against the remaining scheduled installments of principal due in respect of the Loans under Section 2.09(a). (d) The Borrower shall deliver to the Administrative Agent, if practicable, at least three (3) Business Days prior to each prepayment required under this Section 2.11 but in any event not later than the date and time of each prepayment required under this Section 2.11, a certificate signed by an Authorized Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment. Notwithstanding Each notice of prepayment shall specify the foregoing prepayment date, and the principal amount of the Loans (or portion thereof) to be prepaid. All prepayments of Loans pursuant to Section 2.11(a) and Section 2.11(b) shall be without premium or penalty and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding, the date of payment; provided no Event that any prepayment that is made pursuant to Section 2.11(a) in circumstances not described under Section 2.10(a) shall be subject to the Make Whole Premium. (e) With respect to any Net Cash Proceeds received with respect to any Recovery Event, the Borrower or any Subsidiary may reinvest all or any portion of Default has occurred and such Net Cash Proceeds in its business (including in Investments not prohibited hereby) prior to the date that is continuingthe later of (i) 180 days following receipt of such Net Cash Proceeds or (ii) if the Borrower or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within 180 days following receipt thereof, 360 days following receipt thereof; provided that if any Net Cash Proceeds are not reinvested by the deadline specified this Section 2.11(e), an amount equal to such Net Cash Proceeds shall be applied to the prepayment of the Loans as set forth in Section 2.11(b); provided further, that such proceeds shall not constitute Net Cash Proceeds except to the extent not so used at the end of such period, at which time such proceeds shall be deemed to be Net Cash Proceeds. (f) On each quarterly Payment Date ending on or after the fifth anniversary of the Closing Date, the Borrower shall make a mandatory prepayment for cash of a portion of such Loan outstanding at such time at par plus any accrued interest thereon as shall be necessary to ensure that the Loan shall not be required to considered an applicable high yield discount obligation within the extent a Loan Party or such Subsidiary reinvests the Net Proceeds meaning of such disposition or Event of Loss in productive assets of a kind then used or usable in the business Section 163(i) of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyCode.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that If at any time the sum of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit outstanding balances of the Lenders an amount sufficient to reduce Revolving Loan and the Swing Line Loan exceed the Maximum Amount less the Reserves as then in effect, Borrower shall immediately repay the aggregate outstanding principal balance of the applicable Loans Revolving Credit Advances to the applicable maximum allowed amount, and extent required to eliminate such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; andexcess. (ii) If a Loan No later than the Business Day following receipt by any Credit Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose Net Cash Proceeds of any asset pursuant Disposition (other than Excluded Disposition Proceeds), Borrower shall prepay the Obligations in amount equal to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Cash Proceeds of such disposition Disposition; provided, however, that so long as (a) no Default or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, (b) the Net Cash Proceeds of all Dispositions (other than Excluded Disposition Proceeds) from the first day of the then current Fiscal Year through the applicable date of determination do not exceed $1,000,000 in the aggregate, or solely with respect to the War Disposition $10,000,000 in the aggregate, for all Credit Parties combined and (c) the applicable Credit Party shall have delivered to Agent written notice on or prior to the fifth Business Day after such prepayment Disposition (if such Disposition is a Condemnation) or on or prior to the third Business Day prior to the consummation of such Disposition (if such Disposition is not a Condemnation) of its election to allocate all or a portion of the Net Cash Proceeds of such Disposition to reinvest in capital assets used or to be used in the businesses of the Credit Parties of the type engaged in by the Credit Parties as of the Second Restatement Closing Date or businesses reasonably related thereto (a "Reinvestment Transaction"), the applicable Credit Party may apply all or a portion of such Net Cash Proceeds to such Reinvestment Transaction within 180 days following such Disposition, or solely with respect to the War Disposition 24 months following the War Disposition; provided, further, that (1) any portion of such Net Cash Proceeds that Borrower does not so elect in such written notice to allocate to such Reinvestment Transaction shall be applied to prepay the Loans in accordance with this Section 1.3(b)(ii) no later than the Business Day following receipt thereof by Agent; (2) until such Reinvestment Transaction is consummated, the amount of such Net Cash Proceeds allocated to such Reinvestment Transaction shall either be (x) deposited in a cash collateral account held by Agent or (y) applied to reduce the outstanding principal balance of the Revolving Loan (which application shall not result in a permanent reduction of the Revolving Loan Commitment) and upon such application to the Revolving Loan Agent shall establish a Reserve against the Borrowing Availability in an amount equal to the amount of such proceeds so applied; (3) Borrower may request a Revolving Credit Advance or release from such cash collateral account, as applicable, to fund such Reinvestment Transaction and so long as the conditions in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance or Agent shall release funds from such cash collateral account to fund such Reinvestment Transaction; (4) in the event such Net Cash Proceeds have been applied against the Revolving Loan, the Reserve established with respect to such Net Cash Proceeds shall be required reduced by the amount of such Revolving Credit Advance; and (5) if such Reinvestment Transaction is not consummated within 180 days following such Disposition, or solely with respect to the War Disposition 24 months following the War Disposition, or to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds any portion of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or Net Cash Proceeds allocated to such Subsidiary Reinvestment Transaction are not applied to such Reinvestment Transaction within 180 days following such Disposition, or solely with respect to the War Disposition 24 months following the War Disposition, (A) such Net Cash Proceeds then held in such account shall immediately be applied to prepay the Loans in accordance with this Section 1.3(b)(ii) and (B) any Reserve allocated to such Reinvestment Transaction shall be immediately utilized through the borrowing by Borrower of a Revolving Credit Advance, the proceeds of which shall be applied to the prepayment of the Loans in accordance with this Section 1.3(b)(ii). (iii) No later than the Business Day following receipt by any Credit Party of Net Cash Proceeds of any Debt Issuance (other than Excluded Debt Issuance Proceeds) or any Stock Issuance (other than Excluded Stock Issuance Proceeds), Borrower shall prepay the Obligations in an amount equal to such Net Cash Proceeds. No later than the Business Day following the ninetieth (90th) day following receipt by any Credit Party of Net Cash Proceeds of any Debt Issuance referred to in clause (c) or (d) of the definition of Excluded Debt Issuance Proceeds, Borrower shall prepay the Obligations in an amount equal to the amount (if any) of the Net Cash Proceeds from such Debt Issuance that have not been applied as provided in subclause (i) or (ii) of such clause (c) or (d), as applicable. No later than the Business Day following the ninetieth (90th) day following receipt by any Credit Party of Net Cash Proceeds of any Stock Issuance referred to in clause (c) of the definition of Excluded Stock Issuance Proceeds, Borrower shall prepay the Obligations in an amount equal to the amount (if any) of the Net Cash Proceeds from such Stock Issuance that have not been applied as provided in subclauses (i), (ii), (iii) or (iv) of such clause (c). (iv) On each IDS Payment Date occurring on or after June 30, 2005 on which the payment of cash interest on one or more series or issues of IDS Subordinated Notes is then prohibited pursuant to Section 6.14 (such one or more series or issues of IDS Subordinated Notes, the "Subject IDS Subordinated Notes"), Borrower shall prepay the Obligations in an aggregate amount equal to the lesser of: (A) 100% of the amount of (I) Distributable Cash as of such IDS Payment Date minus (II) the aggregate amount of cash dividends paid by Borrower on its common stock and cash interest payments made by Borrower on the Subordinated Debt in accordance with Sections 6.14(e) and (f) during the period from January 1, 2005 through the end of the Fiscal Quarter most recently ended prior to such IDS Payment Date, and (B) 60% of the Consolidated Interest Expense (excluding any PIK Amounts) accrued to and including such IDS Payment Date from the immediately preceding IDS Payment Date which is attributable to such Subject IDS Subordinated Notes. (v) On each IDS Payment Date occurring on or after June 30, 2005 on which the payment of cash dividends on Borrower’s Class A common stock is then prohibited pursuant to Section 6.14, Borrower shall prepay the Obligations in an aggregate amount equal to: (A) 75% of the amount of Excess Cash as of such IDS Payment Date, minus (B) the sum of (1) the aggregate amount of cash dividends paid by Borrower on its Class A common stock in accordance with Section 6.14(e) during the period from January 1, 2005 through the end of the Fiscal Quarter most recently ended prior to such IDS Payment Date and (2) the amount, if any, of any mandatory prepayment of the Loans on such IDS Payment Date pursuant to Section 1.3(b)(iv). (vi) Borrower shall prepay the Obligations from insurance and condemnation proceeds in accordance with Section 5.4(c) and the Mortgages, respectively. (vii) Upon the occurrence of a Change of Control, Borrower shall promptly (but in any event within three (3) Business Days of such Change of Control) deliver written notice to each Lender offering to prepay in full the aggregate principal amount of such Lender's Pro Rata Share of the Loans then outstanding, together with accrued and unpaid interest thereon, without premium, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). If a Lender shall, within ten (10) Business Days of its receipt of such notice, deliver to Borrower written notice of its acceptance of such offer, Borrower shall, within sixty (60) days of the occurrence of such Change of Control, prepay in full the aggregate principal amount of the such Lender's Pro Rata Share of the Loans outstanding as of the date of such disposition or Event prepayment, together with accrued and unpaid interest thereon, without premium, plus the payment of Loss; provided any LIBOR funding breakage costs in accordance with Section 1.13(b) and the amount prepaid shall be applied to the Loans pursuant to Section 1.11(a) for the ratable benefit of each Lender that accepted such offer. The Agent shall give prompt notice to each Lender of the applicable amount of each mandatory prepayment made by Borrower notifies under this Section 1.3(b). Notwithstanding the foregoing, if the amount of any mandatory prepayment made by Borrower under this Section 1.3(b) (other than Section 1.3(b)(i) and Section 1.3(b)(vii)) shall be for less than all of the Term Loan (a "Mandatory Partial Term Prepayment" and the amount thereof the "Mandatory Partial Term Prepayment Amount"), any Term Lender holding a portion of the Term Loan may elect, by notice to Agent promptly following such Lender’s receipt of notice thereof pursuant to the preceding sentence, to decline to receive its ratable share of such Borrower’s or Mandatory Partial Term Prepayment Amount, in which case the Mandatory Partial Term Prepayment Amount shall be applied to the Term Loan pursuant to Section 1.11(a) for the ratable benefit of each Term Lender that did not decline such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyprepayment.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result The Borrower shall make mandatory prepayments of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (ia) immediately upon discovery by If, on any date, the Borrower or notice to Borrowers that any of its Subsidiaries shall sell, assign, lease, transfer, contribute, convey, issue or otherwise dispose of, or grant options, warrants or other rights with respect to, any of its assets (any of the lending limits set forth in foregoing being a "Disposition"), other than a Disposition (i) permitted under Section 2.1(a9.2, (ii) permitted under Section 9.3, or Section 2.5(a(iii) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amountBorrower or its directly owned Subsidiaries, and such Disposition results in Net Proceeds in excess of $200,000, the Borrower shall promptly notify the Administrative Agent (which shall promptly notify the Lenders) of such Disposition, including the amount shall become due and payable of Net Proceeds received by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party Borrower or any Subsidiary in respect of such Disposition (and the amount and other type of consideration so received) and, subject to the terms of the Collateral Sharing Agreement, an amount equal to the (b) If, on any date, the Borrower or any of its Subsidiaries shall sell, issue or grant options, contingent interest rights, warrants or other rights with respect to any of its equity securities and, with respect to clause (iii) below only, debt securities (any of the foregoing being a "Sale"), the Borrower shall promptly notify the Administrative Agent (which shall promptly notify the Lenders) of such Sale, including the amount of Net Proceeds received by the Borrower or any Subsidiary in respect of such Sale (and the amount and other type of consideration so received) and, subject to the terms of the Collateral Sharing Agreement, an amount equal to the Lender Net Proceeds Portion of such Net Proceeds (or, in the case of a Loan Party Sale of the type referenced in clause (iii) below, the Lender Net Proceeds Portion of forty percent (40%) of such Net Proceeds in excess of $50,000,000) shall at any time or be promptly applied after the receipt from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event Net Proceeds to repay outstanding principal of Loss the Loans (including together with any interest accrued thereon). To the extent the Lender Net Proceeds Portion of the Net Proceeds in respect of such Sale as is required to be applied to the Loans under the immediately preceding sentence exceeds the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and Loans then outstanding (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Losstogether with any interest accrued thereon), the Borrowers shall deliveror, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time of such proceeds are received Sale, the Loans shall have been paid in full, subject to the terms of the Collateral Sharing Agreement, the amount of such Net Proceeds, up to 100% of such Net Proceeds (or, in the case of a Sale of the type referenced in clause (iii) below, 40% of such Net Proceeds), after giving effect to the Pari Passu Lender Net Proceeds Portion from such Sale concurrently being applied under the Pari Passu Credit Agreement, shall be applied to repay, first, any remaining Liabilities, second, any Pari Passu Loans then outstanding (together with any interest accrued thereon), third, any other remaining Pari Passu Liabilities, fourth, any Letters of Credit drawn and when such reinvestment occursunreimbursed (including any interest accrued thereon) and, respectively.fifth, any other remaining LC Liabilities then due and owing. Notwithstanding anything contained in this Section 4.3(b) to the contrary, no prepayment hereunder shall be required with respect to: (i) the issuance of common stock or preferred stock of the Borrower or any options, contingent interest rights,

Mandatory Prepayments. In addition (a) Unless the Required Lenders shall otherwise agree, if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale and the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to such Asset Sale, would exceed 5.50 to 1.00, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on or prior to the 10th day after such date to the prepayment of the Term Loans in accordance with Sections 2.7(d) and 2.13); 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 to the prepayment of Term Loans in accordance with Sections 2.7(d) and 2.13. (a) Unless the Required Lenders shall otherwise agree, if on any date the Borrower or any of its 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 or prior to the 10th day after such date to the prepayment of the Term Loans in accordance with Sections 2.7(d) and 2.13; 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 to the prepayment of the Term Loans in accordance with Sections 2.7(d) and 2.13. (b) Unless the Required Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (including the Securitization Manager and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any prepayment required Additional Securitization Arrangements) (excluding any Indebtedness incurred in accordance with Section 10.2 as a result of an Event of Default hereunder7.2), the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient equal to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary 100% of the Net Cash Proceeds of such disposition or Event of Loss, the Borrowers thereof shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after applied on the date of such disposition or Event incurrence to the prepayment of Loss; provided that the applicable Borrower notifies Agent Term Loans, in accordance with Sections 2.7(d) and 2.13. (c) Amounts to be applied in connection with any prepayment made pursuant to Section 2.7 shall be applied to the prepayment of the Term Loans. The application of any prepayment pursuant to Section 2.7 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of Term Loans under Section 2.7 (except in the case of Base Rate Loans) shall be accompanied by accrued interest to the date of such Borrower’s or such Subsidiary’s intent to reinvest and prepayment on the amount prepaid. (d) If, on any Calculation Date, (i) the Dollar Equivalent of the completion aggregate outstanding principal amounts of Revolving Credit Loans in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit, or (ii) the Dollar Equivalent of the sum of the aggregate principal amount of all Revolving Credit Loans then outstanding and the L/C Obligations then outstanding exceeds an amount equal to 105% of the Total Revolving Credit Commitments, the Borrowers shall, following notice thereof from the Administrative Agent, without demand therefor, promptly, but in any event within 5 days after such notice, repay such of the outstanding Revolving Credit Loans in the amount of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyexcess.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice Dispositions. Prepayment will be made on the Loan Obligations on the Business Day following receipt of any Net Cash Proceeds required to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans be prepaid pursuant to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity terms of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then clauses (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five hereof in an amount equal to one hundred percent (5100%) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Cash Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment received from any Disposition by any member of the Loans. Notwithstanding Consolidated Group (other than in connection with a Disposition permitted by Section 8.05(a), a Sale and Leaseback Transaction permitted by Section 8.05(c) or any Disposition to another member of the foregoing and provided no Event Consolidated Group permitted by subsection (d) of Default has occurred and is continuing, such prepayment shall not be required Section 8.05) to the extent a Loan Party (A) such proceeds are not reinvested in assets (other than inventory or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then working capital) used or usable to be used in the business businesses permitted pursuant to Section 8.07 within twelve months of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event Disposition and (B) the aggregate amount of Losssuch proceeds that are not reinvested in accordance with clause (A) hereof exceeds €10 million in any fiscal year; provided that that, any such reinvestment in assets in accordance with clause (A) hereof shall (x) in the applicable Borrower notifies Agent case of such Borrower’s or such Subsidiary’s intent to reinvest and Dispositions by any member of the completion APP Group, be reinvested in such assets of APP and its Subsidiaries (with any Dispositions by members of the APP Group that are Domestic Subsidiaries being reinvested in assets of members of the APP Group that are also Domestic Subsidiaries) and (y) in the case of Dispositions by any member of the Kabi Group, be reinvested in such reinvestment at assets of the time such proceeds Kabi Group (with any Dispositions by members of the Kabi Group that are Domestic Subsidiaries being reinvested in assets of members of the Kabi Group that are also Domestic Subsidiaries); provided further that up to €200 million of the Net Cash Proceeds received and when such reinvestment occurs, respectivelyin aggregate from Dispositions by members of the Kabi Group may be reinvested in accordance with clause (A) hereof as if the restrictions in the foregoing clause (y) did not apply.

Mandatory Prepayments. In addition No later than the third (3rd) Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds of any sale or disposition by Holdings or any of its Subsidiaries of any assets in an aggregate amount exceeding $250,0001,000,000, the Borrower shall prepay the Obligations in an amount equal to any prepayment the Net Cash Proceeds of such sale or disposition; provided, that (i) the Borrower shall not be required to prepay the Obligations with respect to proceeds from the sales or dispositions of assets in accordance the ordinary course of business (including obsolete or worn-out equipment no longer useful in its business) or in connection with Section 10.2 Permitted Reinsurance Activities in the ordinary course of business and consistent with industry practice (including the “InsureTech” industry), and (ii) so long as a result of an no Default or Event of Default hereundershall have occurred and be continuing at the time of the receipt of proceeds pursuant to this subsection (a) or at the proposed time of the reinvestment of such proceeds, the Loans Borrower shall be subject to mandatory prepayment as follows: (i) immediately have the option, upon discovery by or written notice to Borrowers the Administrative Agent, directly or (x) in the case of proceeds received by a Loan Party, through one or more of its Subsidiaries that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If is a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event in the case of Lossproceeds received by a Subsidiary that is not a Loan Party, then through one or more of its Subsidiaries, to reinvest such proceeds within one hundred eighty (A180) the Borrowers shall promptly notify Agent days of such proposed disposition or Event of Loss (including the amount receipt thereof in assets of the estimated Net Proceeds to be general type used in the business of the Borrower and its Subsidiaries so long as such proceeds received by a Loan Party and/or are held in Controlled Accounts at SunTrustTruist Bank or subject to Control Account Agreements until reinvested; provided, further that the obligation of the Borrower to prepay the Obligations under this subsection (a) shall also not apply solely to the extent that (A) the sale or disposition was consummated by any Insurance Subsidiary (or Subsidiary thereof) of any of such Insurance Subsidiary’s assets (or the assets of a Subsidiary in respect thereof) and (B) within five the dividend of such Net Cash Proceeds by such Insurance Subsidiary (5or Subsidiary thereof) Business Days to the Borrower for application of receipt thereof this subsection (a) is prohibited by applicable law (including, without limitation, rules and regulations of any Insurance Regulatory Authority), it being understood and agreed that absent the prohibition set forth in clause (B), the Borrower shall cause such Insurance Subsidiary (or Subsidiary thereof) to immediately make a Loan Party and/or such Subsidiary dividend of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Cash Proceeds to Agent for distribution the Borrower which the Borrower shall use to prepay the Lenders as a prepayment of the LoansObligations in accordance with this subsection (a). Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, Any such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds applied in accordance with subsection (f) of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelythis Section.

Mandatory Prepayments. In addition (i) Upon the receipt by the Loan Parties or any of their Subsidiaries of any Net Cash Proceeds from or in connection with any casualty or loss event in excess of U.S.$5,000,000, the Loan Parties shall, or shall cause such Subsidiary to, prepay the Loans, on the third (3rd) Business Day immediately succeeding the day of receipt of such Net Cash Proceeds, in an amount equal to: (A) if the casualty or loss event is with respect to the Collateral, the Lenders’ Secured Pro Rata Share of the Net Cash Proceeds (or the Dollar Equivalent thereof); and (B) if the casualty or loss event is with respect to any asset other than the Collateral, the lesser of (x) the aggregate amount of such Net Cash Proceeds (or the Dollar Equivalent thereof) and (y) the product of (1) the then aggregate principal amount outstanding of the Loans, and (2) a fraction, the numerator of which is the aggregate amount of principal outstanding under the Loans on the day of receipt of such Net Cash Proceeds, and the denominator of which is the sum of the aggregate amount of principal outstanding under the Loans on the day of receipt of such Net Cash Proceeds and the Dollar Equivalent (as of the day of receipt of such Net Cash Proceeds by the Borrowers or any of their Subsidiaries) of the aggregate amount of principal outstanding under any other Indebtedness of the Borrowers or any of their Subsidiaries requiring that a mandatory prepayment required be made with the Net Cash Proceeds of such casualty or loss event. (ii) If, at any time following the Closing Date, Auna or any entity (including any Affiliate of Auna) formed or used for the purpose of conducting such issuance, sale, offering or disposition of Equity Interests, shall issue, sell, offer or dispose of any Equity Interests (each, an “Equity Issuance”), the Net Cash Proceeds of any such Equity Issuance shall first be applied promptly, and in any event within three (3) Business Days, to repay any outstanding obligations under the Holdco Finance Documents and thereafter any remaining Net Cash Proceeds of any such Equity Issuance (if any) (the “Available Proceeds”) shall be applied promptly, and in any event within three (3) Business Days, as follows (as evidenced by an officer’s certificate delivered to the Administrative Agent by the Borrowers): (A) if the Consolidated Leverage Ratio is greater than 3.90:1.00 as of the fiscal quarter most recently ended prior to the date of any such Equity Issuance, the Borrowers shall (i) first, apply any Available Proceeds towards the prepayment of the Loans in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i2.03(c) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce such that, after giving effect on a Pro Forma Basis (such calculation made on the outstanding principal balance basis of the applicable Loans financial information most recently delivered to the applicable maximum allowed amountAdministrative Agent pursuant to Section 6.01) to such prepayment of the Loans, the Consolidated Leverage Ratio is less than or equal to 3.90:1:00 and (ii) second, apply any remaining Available Proceeds equally towards the prepayment of the Loans in accordance with Section 2.03(c) and to invest in Additional Assets; (B) if the Consolidated Leverage Ratio is greater than or equal to 3.00:1.00 and less than or equal to 3.90:1.00 as of the fiscal quarter most recently ended prior to the date of any such amount Equity Issuance, the Borrowers shall become due apply the Available Proceeds equally towards the prepayment of the Loans in accordance with Section 2.03(c) and payable by to invest in Additional Assets; (C) if the Consolidated Leverage Ratio is less than 3.00:1.00 as of the fiscal quarter most recently ended prior to the date of any such Equity Issuance, the Borrowers without shall apply the necessity of a demand by Agent Available Proceeds to invest in Additional Assets or permanently reduce Indebtedness or any Lendercombination of the foregoing; and (iiiii) If a On any date on which an Incremental Loan Party or any Subsidiary of a is disbursed to Auna Mexico (each, an “Incremental Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of LossDisbursement Date”), the Borrowers shall deliverpromptly, on the Incremental Loan Disbursement Date, following the receipt of the proceeds of such Incremental Loan, prepay the Tranche B-2 Loans as directed by the Borrowers in an amount equal to the Dollar Equivalent of the Incremental Loan that was disbursed on the Incremental Loan Disbursement Date. (iv) If the Loan Parties or any of their Subsidiaries make a Restricted Payment pursuant to Section 7.06(i), such Loan Party shall, or shall cause to be deliveredsuch Subsidiary to, such excess Net Proceeds to Agent for distribution promptly, and in any event within three (3) Business Days, prepay the Loans in an amount equal to the Lenders as amount of such Restricted Payment. (v) Upon the receipt by the Loan Parties or any of their Subsidiaries of any Net Cash Proceeds from or in connection with a prepayment Disposition of Permitted Disposition Collateral, the Loan Parties shall, or shall cause such Subsidiary to, promptly, and in any event within three (3) Business Days, prepay the Loans. Notwithstanding . (vi) The Borrowers shall notify the foregoing and provided no Event Administrative Agent by electronic mail (with confirmation of Default has occurred and is continuing, such transmission) or hand delivery of any prepayment shall hereunder not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after later than 11:00 a.m. at least (x) three (3) Business Days before the date of any prepayment pursuant to Section 2.03(b)(i) and (y) one Business Day before the date of any prepayment pursuant to Section 2.03(b)(ii) through (v). Each such disposition or Event notice shall specify the prepayment date, the principal amount of Loss; provided that each Loan to be prepaid and the applicable Borrower notifies Agent amount of such Borrower’s or such Subsidiary’s intent accrued interest thereon to reinvest and the date of the completion prepayment. Promptly following receipt of any such reinvestment at notice, the time such proceeds are received and when such reinvestment occurs, respectivelyAdministrative Agent shall advise the Lenders of the contents thereof.

Mandatory Prepayments. In addition (i) If the Administrative Agent notifies the Borrower at any time that the aggregate Revolving Credit Exposure at such time exceeds the Revolving Commitments then in effect, then, within one Business Day after receipt of such notice, the Borrower shall prepay Revolving Loans or Swingline Loans and/or Cash Collateralize the LC Exposure in an aggregate amount equal to such excess; provided, however, that, subject to the provisions of Section 2.05(g)(ii), the Borrower shall not be required to Cash Collateralize the LC Exposures pursuant to this Section 2.10(b) unless after the prepayment in full of such Loans the Revolving Credit Exposure exceeds the Revolving Commitments then in effect. (A) If the Borrower or any prepayment required Restricted Subsidiary receives any Net Cash Proceeds from any Asset Sale or Casualty Event, the Borrower shall apply an amount equal to 100% of such Net Cash Proceeds (in the case of an Asset Sale by a Foreign Subsidiary in connection with which funds are repatriated to the United States in order to comply with this Section 2.10(b)(ii), net of additional taxes payable or reserved against as a result thereof) to prepay Term Loans in accordance with Section 10.2 as a result 2.10(b)(iv) on or prior to the date which is ten (10) Business Days after the date of an Event the realization or receipt of Default hereundersuch Net Cash Proceeds; provided that no such prepayment shall be required pursuant to this Section 2.10(b)(ii)(A) with respect to such Net Cash Proceeds, that the Borrower shall reinvest in accordance with Section 2.10(b)(ii)(B); (B) With respect to any Net Cash Proceeds realized or received with respect to any Asset Sale or Casualty Event, at the option of the Borrower, the Loans Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for the Borrower’s or a Restricted Subsidiary’s business within (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if the Borrower or a Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, within six (6) months following the last day of such twelve month period; provided that any such Net Cash Proceeds that are not so reinvested within the applicable time period set forth above shall be subject to mandatory prepayment applied as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B2.10(b)(ii)(A) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary after the end of the Net Proceeds applicable time period set forth above. (iii) If the Borrower or any Restricted Subsidiary incurs or issues any Refinancing Indebtedness or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 6.01 (without prejudice to the restrictions therein), the Borrower shall apply an amount equal to 100% of such disposition Net Cash Proceeds received by the Borrower or Event any Restricted Subsidiary therefrom to prepay the Loans being refinanced thereby in accordance with Section 2.10(b)(iv) on or prior to the date which is three (3) Business Days after the receipt of Losssuch Net Cash Proceeds. (iv) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (ii) through (iii) of this Section 2.10(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of the Borrower’s prepayment notice and of such Term Lender’s pro rata share of the prepayment. Each Term Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the Borrowers shall deliver, or cause “Declined Proceeds”) of Term Loans required to be deliveredmade pursuant to clauses (ii) or (iii) of this Section 2.10(b) by providing written notice (each, such excess Net Proceeds to Agent for distribution a “Rejection Notice”) to the Lenders as a prepayment of Administrative Agent and the Loans. Notwithstanding the foregoing and provided Borrower no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days later than 5:00 p.m. (New York time) one Business Day after the date of such disposition Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or Event such Rejection Notice fails to specify the principal amount of Loss; provided that the applicable Borrower notifies Agent Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such BorrowerLender’s or such Subsidiary’s intent to reinvest and of the completion pro rata share of such reinvestment mandatory prepayment of Term Loans. Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment on a pro rata basis in accordance with the Term Loans of such Lenders (with such non-declining Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such proceeds are received non-declining Term Lenders elect to decline their pro rata share of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be retained by the Borrower and when used for any purpose not otherwise prohibited by this Agreement. The Administrative Agent may make appropriate adjustments to the accounts of the Term Lenders to reflect any non pro rata payment of Term Loans of any Class as a result of this Section 2.10(b)(iv). (v) Each prepayment of Term Loans pursuant to this Section 2.10(b) shall be applied, subject to Section 2.10(b)(iv), pro rata to each Class of Term Loans (on a pro rata basis to the Term Loans of the Lenders with such reinvestment occursClass of Term Loans), respectivelyexcept that prepayments pursuant to Section 2.10(b)(iii) may be applied to the Class or Classes of Term Loans selected by the Borrower and shall, in each case, be further applied to such Class of Term Loans, first in direct order of maturity to the scheduled repayments thereof occurring in the next twelve months following the date of such prepayment pursuant to Section 2.09(b) and second ratably to the remaining scheduled repayments of such Class required pursuant to Section 2.09(b). (vi) Any prepayment of Term Loans pursuant to this Section 2.10(b) shall be accompanied by accrued interest to the extent required by Section 2.12 and shall be subject to Section 2.15. (vii) If the Spin-Off shall not have been consummated within one (1) Business Day of the Closing Date, the Borrower shall prepay all Loans then outstanding (plus accrued and unpaid interest), on or prior to the date that is (2) Business Days after the Closing Date.

Mandatory Prepayments. In addition (a) If the Borrower or any of its Subsidiaries receives insurance proceeds or condemnation proceeds with respect to any prepayment required of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in accordance with Section 10.2 as a result its reasonable discretion) toward the repair or replacement of an Event such damaged or condemned Property within 30 days of Default hereunderthe receipt thereof, the Borrower shall, on such 30th day prepay the Loans shall be subject to mandatory prepayment and/or make a Cash Collateral Deposit (as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a2.5(e)) in an amount equal to the amount of such proceeds not so applied. (b) In the event that the Borrower or any of its Subsidiaries makes an Equity Offering, the Borrower shall immediately prepay the Loans and/or make a Cash Collateral Deposit (as set forth in Section 2.5(a2.5(e)) have been exceededin an amount equal to 100% of the Net Proceeds of such Equity Offering; provided that, Borrowers so long as no Default has occurred and is continuing or would result therefrom, no prepayment shall pay Agent for be required with respect to an Equity Offering (i) to the benefit extent that such Net Proceeds are applied to the purchase price of a Permitted Acquisition within ten Business Days after receipt thereof or (ii) resulting from the exercise of the Alliance Atlantis Warrant. No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (c) On the day of receipt by the Borrower or any of its Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrower shall prepay the Loans and/or make a Cash Collateral Deposit (as set forth in Section 2.5(e)) in an amount sufficient equal to reduce 100% of such Net Proceeds; provided that, so long as no Default has occurred and is continuing or would result therefrom, no prepayment shall be required with respect to an Asset Disposition to the extent that the Net Proceeds of such Asset Disposition, together with the Net Proceeds of all other Asset Dispositions consummated during such fiscal year, do not exceed $250,000 in the aggregate. On or prior to the date of any Asset Disposition, the Borrower agrees to provide the Agent with calculations used by the Borrower in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(c). (d) If at any time the aggregate principal amount of all Revolving Loans and Letters of Credit outstanding exceeds (i) the Borrowing Base (plus any Overadvance Borrowings permitted at such time pursuant to Section 2.1(a)) or (ii) the Aggregate Revolving Loan Commitment, the Borrower shall immediately, without notice or request by the Agent, prepay the Revolving Loans (together with accrued interest to the date of prepayment on the principal amount prepaid and any payments required pursuant to Section 2.15) in an aggregate amount equal to such excess. If at any time prior to the Term Loan Commitment Expiration Date the aggregate principal amount of all Term Loans outstanding exceeds the Aggregate Term Loan Commitment, the Borrower shall immediately, without notice or request by the Agent, prepay the Term Loans (together with accrued interest to the date of prepayment on the principal amount prepaid and any payments required pursuant to Section 2.15) in an aggregate amount equal to such excess. (e) Each prepayment of the Loans pursuant to this Section 2.5 shall be applied first, to the outstanding principal balance of the applicable Loans Term Loans, by applying such amount to the applicable maximum allowed amountOriginal Term Loan Amortization Schedule and each Subsequent Term Loan Amortization Schedule on a pro rata basis, and such amount shall become due and payable by Borrowers without in each case in inverse order of maturity, second, to the necessity outstanding principal balance of a demand by Agent or any Lender; and Revolving Loans (ii) If a with no reduction in the Aggregate Revolving Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereofCommitment) and (B) within five (5) Business Days third, to make a Cash Collateral Deposit with respect to outstanding Letters of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a Credit. Each prepayment of the Loans. Notwithstanding the foregoing Loans pursuant to this Section 2.5 shall be accompanied by payment in full of all accrued interest thereon to and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after including the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest prepayment and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyany amount required by Section 2.

Mandatory Prepayments. In addition to (a) Immediately upon receipt by the Borrower or any prepayment required in accordance with Section 10.2 as a result of an Event its Subsidiaries of Default hereunder, proceeds of any sale or disposition by the Loans shall be subject to mandatory prepayment as follows: Borrower or such Subsidiary of any of its assets (excluding (i) immediately upon discovery by or notice to Borrowers that any sales of inventory in the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit ordinary course of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, business and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (ADesignated Asset Sales) the Borrowers Borrower shall promptly notify Agent of such proposed disposition or Event of Loss (including prepay the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) Loans within five (5) Business Days of receipt thereof of such proceeds in an amount equal to all such proceeds, net of commissions and other reasonable and customary transaction costs, fees, reserves and expenses properly attributable to such transaction and payable by such Borrower in connection therewith (in each case, if paid to an Affiliate, subject to Section 7.7); provided, however, that if the Borrower shall deliver to the Administrative Agent within such five Business Days, a Loan Party and/or such Subsidiary certificate of the Net Proceeds Borrower to the effect that the Borrower or any of its Subsidiaries intends to apply the net cash proceeds from such asset sale (or a portion thereof as specified in such certificate) within 270 days after receipt of such disposition net cash proceeds, to purchase replacement or Event of Loss, other fixed assets for use in the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment operations of the Loans. Notwithstanding the foregoing Borrower or any of its Subsidiaries, and provided certifying that no Default or Event of Default has occurred and is then continuing, then in each such case no prepayment shall be required in respect of the net cash proceeds from such asset sale (or the portion of such net cash proceeds specified in such certificate, if applicable); provided, further, that if by the end of any such 270 day period, any such net cash proceeds therefrom have not been so applied, prepayment shall be required at such time in an amount equal to the net cash proceeds not so applied. The Revolver Commitments of the Lenders may, at the option of the Required Lenders, be permanently reduced by the amount of any such prepayments made during the existence of any Event of Default. Any such prepayment shall not be required applied in accordance with paragraph (b) below. (b) Any prepayments made by the Borrower pursuant to Sections 2.13(a) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all other fees and reimbursable expenses of the Lenders, if any, and the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the extent a Loan Party or such Subsidiary reinvests Lenders and the Net Proceeds Issuing Bank based on their respective Pro Rata Shares of such disposition or Event of Loss in productive assets of a kind fees and expenses; third, to interest then used or usable in due and payable on the business Loans made to Borrower, pro rata to the Lenders based on their respective Revolving Commitments; fourth, to the principal balance of the Borrowers or such Subsidiary within 180 days after Swingline Loans, until the date same shall have been paid in full, to the Swingline Lender; and fifth, to the principal balance of such disposition or Event of Loss; provided the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments. (c) In the event and on each occasion that the applicable sum of the Dollar Equivalent of the aggregate principal amount of outstanding Revolving Loans and LC Exposure exceeds the Aggregate Revolving Commitment Amount then in effect, then, the Borrower notifies shall promptly prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess. Immediately upon determining the need to make any such prepayment, the Borrower shall notify the Administrative Agent of such Borrower’s or such Subsidiary’s intent to reinvest required prepayment and of the completion identity of the particular Revolving Loans being prepaid. If the Administrative Agent shall notify the Borrower that the Administrative Agent has determined that any prepayment is required under this Section 2.13(c), the Borrower shall make such reinvestment at prepayment and/or reduce the time LC Exposure no later than the second Business Day following such proceeds are received notice. Any prepayment of Revolving Loans pursuant hereto shall not be limited by the notice provision for optional prepayments set forth in Section 2.12. Each such prepayment shall be accompanied by a payment of all accrued and when unpaid interest on the Loans prepaid and any applicable breakage fees and funding losses pursuant to Section 2.20. Each prepayment shall be applied first to the Swingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, and finally to Eurocurrency Rate Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to such reinvestment occurs, respectivelyexcess plus any accrued and unpaid fees thereon to be held as collateral for the LC Exposure. Such account shall be administered in the manner provided in Section 2.23(g) hereof.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) No later than two (2) Business Days, following the date of receipt by any Loan Party of any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 6.01, the Borrower shall prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom immediately upon discovery receipt thereof by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; andLoan Party. (ii) If a No later than two (2) Business Days following the date of receipt by any Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant Insurance Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent such amount of such proposed disposition or Event of Loss (including Insurance Proceeds which such payment shall not exceed the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Lossoutstanding Obligations, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders provided that so long as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, continuing Borrower shall have the option to apply such prepayment shall not be required Insurance Proceeds within ninety (90) days of receipt thereof to the extent replacement of the assets giving rise to such Insurance Proceeds, provided that such replacement assets shall be subject to a Loan Party or such Subsidiary reinvests perfected first priority Lien in favor of the Collateral Agent. (iii) Unless otherwise approved by the Required Lenders pursuant to Section 6.20, within two (2) Business Days of receipt of any Net Proceeds of any ITC, ITC Proceeds or Additional ITC Proceeds (other than, for the avoidance of doubt, the SAP IV ITC Proceeds), the Loan Parties shall, or shall cause their respective Subsidiaries to transfer such disposition or Event of Loss in productive assets of a kind then used or usable in Net Proceeds to the business of the Borrowers or Loan Parties to permit such Subsidiary within 180 days after the date Loan Parties to, apply 100% of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent Net Proceeds to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyprepay Loans on a pro rata basis.

Mandatory Prepayments. In addition to (i) If any prepayment required Indebtedness shall be incurred by the Company or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 10.2 as a result 7.01), an amount equal to 100% of an Event of Default hereunder, the Loans Net Cash Proceeds thereof shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any applied within five Business Days of the lending limits receipt of such Net Cash Proceeds toward the prepayment of the Term Loans and the Term Loans A-1 as set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and2.13(c)(iii). (ii) If a Loan Party the Company or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Loan Party Reinvestment Notice shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary delivered in respect thereof) and (B) thereof within five (5) Business Days of the receipt of such Net Cash Proceeds, an amount equal to 100% of such Net Cash Proceeds shall be applied within ten Business Day following receipt thereof by a Loan Party and/or such Subsidiary toward the prepayment of the Net Proceeds Term Loans and the Term Loans A-1; 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 such disposition or Event the Term Loans and the Term Loans A-1. For the avoidance of Lossdoubt, the Borrowers shall deliverparties hereto acknowledge and agree that the Net Cash Proceeds from the Company’s sale of ▇▇▇▇▇▇ May Confections Brands, or cause Inc. (including its subsidiaries, ▇▇▇▇▇▇ May Confections, Inc. and ▇▇▇▇▇ London Candies, Inc.), which would otherwise have been required to be delivered, such excess Net Proceeds applied to Agent for distribution to the Lenders as make a prepayment of the Loans. Notwithstanding Existing Term Loans under the foregoing and Existing Credit Agreement unless reinvested as provided no Event of Default has occurred and is continuingtherein, such prepayment shall not be required to be applied to prepay the extent a Loan Party or Term Loans and such Subsidiary reinvests Net Cash Proceeds shall be deemed to have been reinvested in accordance with the Net Proceeds of such disposition or Event of Loss provisions hereof. (iii) Amounts to be applied in productive assets of a kind then used or usable in connection with prepayments shall be applied to the business prepayment of the Borrowers or such Subsidiary within 180 days after Term Loans and the Term Loans A-1 in accordance with Section 2.20. The application of any prepayment to a particular Class pursuant to this Section 2.13(c) shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 2.13(c) shall be accompanied by accrued interest to the date of such disposition or Event of Loss; provided that prepayment on the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and amount prepaid. Each prepayment of the completion Term Loans and the Term Loans A-1 in accordance with this Section 2.13(c) shall be made on a pro rata basis between the Term Loans and the Term Loans A-1 and, in each case, shall be applied to installments thereof in the inverse order of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelymaturity.

Mandatory Prepayments. (i) Not later than the third Business Day following (x) the receipt of Net Cash Proceeds by any Loan Party or any of its subsidiaries in respect of any Asset Sale or (y) the receipt of Net Cash Proceeds by any Loan Party or any of its subsidiaries in respect of any Casualty Event, in each case, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay the Term Loan. (ii) In addition the event and on each occasion that an Equity Issuance (other than Qualified Equity Interests issued in connection with the exercise of the cure right pursuant to Section 6.16) occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the first Business Day next following) the occurrence of such Equity Issuance, apply 100% of the Net Cash Proceeds therefrom to prepay the Term Loan. (iii) In the event that any Loan Party or any subsidiary a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance of Indebtedness for money borrowed expressly permitted pursuant to Section 6.1), the Borrower shall, substantially simultaneously with (and in any event not later than the first Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay the Term Loan. (iv) In the event that any Loan Party or any of its subsidiaries shall receive Net Cash Proceeds from any Extraordinary Receipt, the Borrower shall, substantially simultaneously with (and in any event not later than the first Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loan; provided that such prepayments under this clause (iv) will not be required unless the aggregate Net Cash Proceeds from Extraordinary Receipts in any period of twelve consecutive months exceed $50,000 (the “Extraordinary Receipts Threshold”) and such prepayment shall be made under this clause (iv) solely with respect to the excess above the Extraordinary Receipts Threshold for such period. (v) The Borrower shall deliver to the Lender, at the time of each prepayment required under this Section 2.4(d), (x) a certificate signed by the Borrower setting forth in accordance with reasonable detail the calculation of the amount of such prepayment and (y) to the extent practicable, at least three days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date and the principal amount of the Term Loan to be prepaid. All prepayments under this Section 10.2 as a result of an Event of Default hereunder, the Loans 2.4(d) shall be subject to mandatory prepayment as follows: (iSection 2.7(b) immediately upon discovery and shall be accompanied by or notice to Borrowers that any of accrued and unpaid interest on the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an principal amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause prepaid to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after but excluding the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelypayment.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers The Borrower shall prepay Revolving Credit Loans, if necessary, so that the aggregate amount of Revolving Credit Loans and L/C Obligations at any of time outstanding shall not exceed the lending limits set forth Total Revolving Credit Commitment then in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; andeffect. (ii) If any event described in Section 8.01(o) results in net proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Borrower shall within twelve (12) months thereafter apply such net proceeds to the prepayment of the Facilities, unless within such twelve (12) month period the Loan Parties utilize such net proceeds to acquire Telecommunications Assets, provided that (A) if such Telecommunications Assets consist of Capital Stock of any Person engaged primarily in the Telecommunications Business, such Person shall be a Restricted Subsidiary or a Person that becomes a Restricted Subsidiary and (B) such net proceeds shall not be used to acquire Telecommunications Assets if an Event of Default shall have occurred and be continuing. (iii) If the Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, Parties sell, transfer transfer, lease or otherwise dispose of any asset pursuant to Section 8.5(d) assets or properties not in the ordinary course of business in a manner not sale permitted hereunder for Net Available Cash other than Unrestricted Proceeds in excess of $20.0 million in one or more transactions in a fiscal year, the Borrower within twelve (y12) suffer an Event months thereafter shall apply such Net Available Cash to the prepayment of Lossthe Facilities, then unless within such twelve (12) month period the Loan Parties utilize such Net Available Cash to acquire Telecommunications Assets, provided that (A) if such Telecommunications Assets consist of Capital Stock of any Person engaged primarily in the Borrowers Telecommunications Business, such Person shall promptly notify Agent of such proposed disposition be a Restricted Subsidiary or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Person that becomes a Restricted Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers Available Cash shall deliver, or cause not be used to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no acquire Telecommunications Assets if an Event of Default has shall have occurred and is be continuing. (iv) Prepayments under subsections (ii) and (iii) above shall (A) first be applied ratably to the Term Loans and ratably to the scheduled installments of principal of the Term Loans, such prepayment shall not be required in each case in accordance with the respective principal amounts thereof and (B) to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss Term Loans have been paid in productive assets of a kind then used or usable in full, to the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyRevolving Credit Loans.

Mandatory Prepayments. In addition (i) At the option of the Lender in its sole and absolute discretion, no later than the fifth Business Day following the receipt of any Net Proceeds in respect of any Prepayment Asset Sale or any Casualty/Condemnation Event, in each case, in excess of (x) $5,000,000 in a single transaction or series of related transactions and (y) $20,000,000 in any fiscal year, the Borrower shall apply an amount (collectively, the “Subject Proceeds”) equal to 100% of such Net Proceeds in excess of such thresholds set forth in the foregoing clauses (x) and (y) to prepay the outstanding Loan, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment; and together with any other Obligations then due and owing, if any, under this Agreement and the other Loan Documents; provided, that if Holdings or any of its Subsidiaries intends to reinvest such Net Proceeds in the business of Holdings or any of its subsidiaries (including any acquisitions or other Investment permitted under Section 6.05) within 18 months following receipt thereof, then no prepayment shall be required pursuant to this clause (i) in respect of such Net Proceeds (or the applicable portion thereof, if applicable) except to the extent of any such Net Proceeds that have not been so invested (or contractually committed to be invested) by the end of such 18-month period (or, if contractually committed to be so invested within such 18-month period, have not been so invested within 24 months after receipt thereof), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so invested (or contractually committed to be invested). (ii) At the option of the Lender in its sole and absolute discretion, in the event that Holdings or any of its Subsidiaries shall receive Net Proceeds from the issuance or incurrence of Indebtedness of Holdings or any of its Subsidiaries (other than with respect to Indebtedness permitted under Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the Business Day immediately following) the receipt of such Net Proceeds by Holdings or such Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding Loan together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment; and together with any other Obligations, if any, then due and owing under this Agreement and the other Loan Documents. (iii) The Lender may elect in its sole and absolute discretion, by written notice to the Borrower no later than 1:00 p.m. one Business Day prior to any prepayment of the Loan required in accordance with to be made by the Borrower pursuant to this Section 10.2 as a result 2.03(b), to decline all or any portion of an Event of Default hereunderany such mandatory prepayment (such declined amounts, the Loans “Declined Proceeds”), in which case such Declined Proceeds may be retained by the Borrower. If the Lender fails to deliver a notice of election declining receipt of such mandatory prepayment to the Borrower within the time frame specified above, the Borrower shall promptly (but in any event within one Business Day) send a written notice to the Lender requesting the Lender to make a determination whether or not to decline such amounts. (iv) The Borrower shall deliver to the Lender written notice no later than 12:00 p.m. two Business Days prior to the time of each prepayment required under Section 2.03(b); furthermore, the Borrower shall deliver to the Lender, at the time of each prepayment required under this Section 2.03(b), a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment. Each such certificate shall specify the principal amount of the Loan or portion thereof to be prepaid. Prepayments shall be accompanied by accrued interest as required by Section 2.05. All prepayments of the Loan under this Section 2.03(b) shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively2.03(c).

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result The Borrower shall, on the date of an Event receipt of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery the Net Cash Proceeds of Sale in respect of any Asset Sale by the Borrower or notice to Borrowers that any of its Subsidiaries or (ii) the lending limits set forth cash proceeds (net of legal and accounting fees and expenses incurred in Section 2.1(aconnection therewith) in respect of any issuance or sale of debt (except debt issued or sold where the proceeds of such debt are used to refinance Subordinated Debt and to pay the costs of such refinancing) or Section 2.5(a) have been exceededequity, Borrowers the Borrower shall pay Agent for prepay the benefit aggregate principal amount of the Lenders Advances in an amount sufficient equal to reduce (x) the amount of such Net Cash Proceeds of Sale in the case of an Asset Sale, (y) the amount of such cash proceeds in the event of an issuance or sale of debt, or (z) an amount equal to 50% of such cash proceeds in the event of an issuance or sale of equity, as applicable; provided, that each such prepayment shall be applied to the outstanding principal balance amount of Revolving Borrowings, Term Borrowings and Term Loan C Borrowings and shall be applied thereto on a ratable basis calculated on the basis of the applicable Loans to the applicable maximum allowed amountRevolving Facility Amount, Term Borrowings and Term Loan C Borrowings, respectively, and such amount shall become due in the case of prepayments of Term Borrowings and payable by Borrowers without the necessity of a demand by Agent or any Lender; andTerm Loan C Borrowings, applied ratably to each respective installment thereof." (iie) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (xSection 5.01(a) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) is amended by replacing the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including table set forth therein with the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.table set forth below:

Mandatory Prepayments. In addition to Within three Business Days after the Company's receipt of any prepayment required in accordance with Section 10.2 as a result Net Cash Proceeds of an Event of Default hereunderSale, the Company shall make a written offer to the Banks to prepay the Term Loans shall be subject by an amount equal to mandatory prepayment as follows: 50% of such Net Cash Proceeds of Sale; provided, however, that (i) immediately upon discovery by or notice the Company may retain up to Borrowers that an aggregate of $100,000,000 of such Net Cash Proceeds of Sale during the term of this Agreement before it shall be required to make any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amountsuch mandatory offer, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment Company shall not be required to make any such mandatory offer unless and until the extent a Loan Party or such Subsidiary reinvests the Net Proceeds aggregate amount of such disposition or Event mandatory offer (on a cumulative basis) would be at least $1,000,000. Such offer shall be transmitted by facsimile and by overnight courier to each Bank and shall be deemed received on the Business Day following transmittal. Each Bank shall have three Business Days following its receipt of Loss in productive assets such offer to submit a written response to the Company's prepayment offer, and if any Bank shall not have responded by the close of a kind then used or usable in business on the business third Business Day, it shall be deemed to have accepted such offer. Payment shall be made to the Agent for the account of all Banks that have accepted the prepayment offer on the fourth Business Day following their receipt of the Borrowers offer from the Company. If any Bank elects not to accept its Pro Rata Share thereof, such prepayment shall be applied ratably to the Term Loans of the Banks that have accepted such offer. Amounts prepaid hereunder may not be reborrowed. Upon any prepayment of the Term Loans pursuant to the terms of this Section 2.5, the Agent shall, upon request of the Company, promptly surrender to or such Subsidiary within 180 days after upon the date order of such disposition the Company one or Event of Lossmore Bonds specified by the Company; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyCompany remains in compliance with Section 6.10.

Mandatory Prepayments. In addition (a) If TIP or any of its Subsidiaries consummates a NuevaTel Transaction, the Net Cash Proceeds of such transaction (including any such proceeds realized on conversion of any non-cash consideration received in such transaction to any prepayment required cash) shall be applied by the Company (x) to redeem the 8.875% Notes in accordance with Section 10.2 as the applicable provisions of the 8.875% Notes Documents and (y) following the Discharge of the 8.875% Notes Obligations, to prepay the Notes promptly after the applicable date of receipt by TIP or any of its Subsidiaries of such Net Cash Proceeds (including any such proceeds received from time to time upon conversion into cash of any non-cash consideration received in respect of such transaction) at a result prepayment price equal to 100% of an Event the aggregate principal amount of Default hereunderthe Notes being prepaid plus accrued and unpaid interest thereon, the Loans shall be subject to mandatory prepayment as follows:the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (ib) immediately upon discovery by In addition, if NuevaTel pays any dividend on or notice makes any distribution with respect to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient its Capital Stock to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party TIP or any Subsidiary of TIP in the form of cash, Cash Equivalents or securities which by their terms convert to cash or Cash Equivalents within 12 months of consummation of such dividend or distribution, (x) all such cash or Cash Equivalents (including any such amounts realized on conversion of any non-cash consideration received in such transaction to cash), less (y) amounts (I) required to make payments permitted under Sections 4.07(C)(9) and (10) and (II) provided by any Guarantor, the Company or any Restricted Subsidiary, as the case may be, as a Loan Party reserve, in accordance with GAAP, equal to the aggregate amount of interest payments due on the next interest payment date in respect of each of the Notes, the 8.875% Notes and the Remaining TIP Notes (provided that such reserved amount is used to make such interest payments when due) shall at be applied by the Company (x) to redeem the 8.875% Notes in accordance with the applicable provisions of the 8.875% Notes Documents and (y) following the Discharge of the 8.875% Notes Obligations, to prepay the Notes promptly after the applicable date of receipt by TIP or any time of its Subsidiaries of such cash or Cash Equivalents (including any such proceeds received from time to time (x) directly or indirectly, sell, transfer or otherwise dispose upon conversion into cash of any asset pursuant to Section 8.5(d) or non-cash consideration received in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent respect of such proposed disposition or Event transaction) at a prepayment price equal to 100% of Loss (including the aggregate principal amount of the estimated Notes being prepaid plus accrued and unpaid interest thereon, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (c) If TIP or any of its Subsidiaries consummates one or more 2degrees Liquidity Events, the Net Cash Proceeds of such transactions (including any such proceeds realized on conversion of any non-cash consideration received in such transaction to be cash) (other than up to NZ$150.0 million in the aggregate thereof received by a Loan Party and/or 2degrees or any its Subsidiaries in one or more 2degrees Liquidity Events (“Designated 2degrees Primary Proceeds”); provided such Subsidiary Designated 2degrees Primary Proceeds (i) are used by 2degrees or any of its Subsidiaries promptly (and in respect thereof) and any event within two (B) within five (52) Business Days after receipt) to repay Consolidated Total Indebtedness of receipt thereof 2degrees and its Subsidiaries by a Loan Party and/or such Subsidiary an amount equal to at least two-thirds of the Net Proceeds of such disposition or Event of LossDesignated 2degrees Primary Proceeds, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required (ii) to the extent a Loan Party any Designated 2degrees Primary Proceeds remain following such reduction, are used by 2degrees or such Subsidiary reinvests any of its Subsidiaries to fund the Net Proceeds purchase of such disposition or Event of Loss in productive payment for additional assets of a kind then or properties that will be used or usable in the business of 2degrees or its Restricted Subsidiaries to the Borrowers extent that, after giving effect to such purchase or payment, on a pro forma basis, the Consolidated Leverage Ratio of 2degrees and its Subsidiaries does not exceed 1.5 to 1.0 and (iii) to the extent any Designated 2degrees Primary Proceeds are not applied in accordance with the foregoing clause (i) or (ii), shall be applied in accordance with the remainder of this paragraph) shall be applied by the Company to prepay the Notes promptly after the applicable date of receipt by TIP or any of its Subsidiaries of such Subsidiary within 180 days Net Cash Proceeds (including any such proceeds received from time to time upon conversion into cash of any non-cash consideration received in respect of such transaction) at a prepayment price equal to 100% of the aggregate principal amount of the Notes being prepaid plus accrued and unpaid interest thereon, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (d) To effect any prepayment of Notes required by this Section 3.02, the Company will (i) deliver a Notice of Prepayment to the Administrative Agent no later than the next Business Day after the applicable Discharge of the 8.875% Notes Obligations or, in the case of any such prepayment in connection with a 2degrees Liquidity Event, the next Business Day after the date of receipt by TIP or any of its Subsidiaries of any applicable Net Cash Proceeds, and (ii) prepay the Notes with such Net Cash Proceeds no later than two (2) Business Days after the date of such disposition or Event Notice of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyRedemption.

Mandatory Prepayments. In addition to (a) If any prepayment required Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 10.2 as a result 7.2), an amount equal to 100% of an Event of Default hereunder, the Loans Net Cash Proceeds thereof shall be subject to mandatory applied on the date of such incurrence toward the prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits Term Loans as set forth in Section 2.1(a2.6(d). (b) or Section 2.5(a) have been exceededIf on any date any Group Member shall receive Net Cash Proceeds from any Extraordinary Receipts in an amount in excess of $500,000, Borrowers shall pay Agent for the benefit an amount equal to 100% of the Lenders an amount sufficient to reduce Net Cash Proceeds thereof shall be applied on the outstanding principal balance date such Net Cash Proceeds are received toward the prepayment of the applicable Term Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; andas set forth in Section 2.6(d). (iic) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Loan Party or any Subsidiary of a Loan Party Reinvestment Notice shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary 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 2.6(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 Loans as set forth in Section 2.6(d). (d) Notwithstanding anything to the contrary contained herein, amounts to be applied in connection with prepayments made pursuant to this Section 2.6 shall be applied pro rata (other than with respect to the final bullet payment at maturity) to the prepayment of installments due in respect of the Term Loans and in accordance with Sections 2.3 and 2.12(b) (B) within provided that any Term Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”), in which case the Declined Amount shall be distributed, to the prepayment, on a pro rata basis, of the Term Loans held by Term Lenders that have elected to accept such Declined Amounts. Each prepayment of the Loans under this Section 2.6 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. The Borrower shall deliver to the Administrative Agent notice of each prepayment of Term Loans in whole or in part pursuant to this Section 2.6 not less than five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution prior to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment and (iii) the options of each Term Lender to (x) decline or accept its share of such prepayment and (y) to accept Declined Amounts. Any Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify the Administrative Agent by facsimile not be later than three (3) Business Days prior to the Mandatory Prepayment Date. (e) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.6, (i) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment or reduction and (ii) to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds practicable, at least five days prior written notice of such disposition prepayment or Event reduction (and the Administrative Agent shall promptly provide the same to each Lender). Each notice of Loss prepayment shall specify the prepayment or reduction date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. (f) No prepayment fee shall be payable in productive assets respect of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent any mandatory prepayments made pursuant to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelythis Section 2.6.

Mandatory Prepayments. In addition (a) On the date of any Asset Sale or Recovery Event by the Parent or any of its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans (including the outstanding Term Loan B PIK Amount) (such payments to be applied as set forth in Section 2.19 in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Asset Sale or Recovery Event. Nothing contained in this subsection (a) shall permit the Parent or any prepayment required of its Subsidiaries to make an Asset Sale of any property other than in accordance with Section 10.2 7.5. (b) If on any date any Capital Stock shall be issued by the Parent or any of its Subsidiaries, then on the date of such issuance, the Borrower shall prepay the Loans (including the outstanding Term Loan B PIK Amount) by an amount equal to the Capital Stock Issuance Proceeds, such amount to be applied as set forth in Section 2.19. If on any date any Indebtedness (other than Indebtedness permitted under Section 7.2) shall be incurred by the Parent or any of its Subsidiaries, then on the date of such incurrence, the Loans (including the outstanding Term Loan B PIK Amount) shall be prepaid by an amount equal to 100% of the amount of the proceeds of such incurrence (such amount to be applied as set forth in Section 2.19). (c) During the Interim Period, on any date upon which the Parent or any of its Subsidiaries shall receive any Net Cash Proceeds of any Revolving Priority Borrowing Base Collateral, then, in such event, the Borrower shall, first repay the outstanding principal amount of the Pre-Petition Revolving Loan Obligations in an amount equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by the Borrower or any representative of the Borrower’s estate to the extent of the aggregate outstanding amount of Pre-Petition Revolving Loan Obligations in accordance with the terms of the Interim Bankruptcy Court Orders (and such amounts shall be applied in accordance with Section 2.19). (d) If at any time during the Revolving Credit Commitment Period (i) the amount of the Total Revolving Extensions of Credit exceeds the lesser of (x) the then current Borrowing Base, less the amount of any Reinstated Pre-Petition Revolving Loan Obligations, and (y) the Total Revolving Credit Commitments, or (ii) the Revolving Credit Loans (including any Reinstated Pre-Petition Revolving Loan Obligations and the Net Pre-Petition Revolving Loan Amount then outstanding) and Swing Line Loans exceeds the Maximum Revolving Credit Cash Amount, the Borrower shall, without notice or demand, prepay, the Revolving Credit Loans and Swing Line Loans in an aggregate principal amount equal to such excess; provided, that if the aggregate principal amount of such Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because Letter of Credit Usage constitutes a portion thereof), the Borrower shall, to the extent of the balance of such excess, cash collateralize such Letters of Credit in the Applicable Currency in an amount equal to 105% of the Letter of Credit Usage. (e) On the date upon which the Parent or any of its Subsidiaries shall receive any Extraordinary Receipt, the Borrower shall prepay the Loans (including the outstanding Term Loan B PIK Amount) in an amount equal to the amount of such Extraordinary Receipt (such amount to be applied as set forth in Section 2.19. (f) If, during any month the Parent or any of its Subsidiaries shall receive any Duty Refunds, then, on the date of receipt of such Duty Refunds, the Borrower shall prepay the Loans (including the outstanding Term Loan B PIK Amount) in an amount equal to 100% of the amount of all such Duty Refunds received during such month, net of any reasonable expenses incurred in collection thereof and net of any Canadian federal and provincial income taxes incurred in connection therewith calculated at the applicable Canadian statutory rate (such amount to be applied as set forth in Section 2.19). (g) In the event that the Lenders are required to repay or disgorge to the Borrower, or any representatives of the Borrower’s estate, and have repaid, all or any portion of the Pre-Petition Revolving Loan Obligations authorized and directed to be repaid pursuant to the Interim Facility Bankruptcy Court Orders or the Final Facility Bankruptcy Court Orders, as the case may be, or any payment on account of the Pre-Petition Revolving Loan Obligations or the Pre-Petition Term Loan Obligations made to any Lender is rescinded for any reason whatsoever, including, but not limited to, as a result of an Event any Avoidance Action, or any other action, suit, proceeding or claim brought under any other provision of Default hereunderany applicable Bankruptcy Code or any applicable state or provincial law, or any other similar provisions under any other state, federal or provincial statutory or common law (all such amounts being hereafter referred to as the “Avoided Payments”), then, in such event, the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of such Avoided Payments immediately upon receipt of the Avoided Payments by the Borrower or any representative of the Borrower’s estate (such amounts to be applied as set forth in Section 2.19); provided, however that any proceeds of any Avoided Payments (i) constituting Reinstated Pre-Petition Revolving Loan Obligations, shall first be used to repay the principal amount of the Revolving Credit Loans (and shall permanently reduce the Total Revolving Credit Commitment in the amount of such prepayment) to the extent that proceeds of the Revolving Loans made hereunder were used to repay the Pre-Petition Revolving Loan Obligations in accordance with the terms of the Final Bankruptcy Court Orders, and (ii) that reinstate any Pre-Petition Term Loan Obligations that had been repaid, shall first be used to repay the principal amount of the Term Loan B; and provided further, that subject to mandatory the terms of the applicable order of the Bankruptcy Court relating to the Reinstated Pre-Petition Revolving Loan Obligations, such Reinstated Pre-Petition Revolving Loan Obligations shall share a pari passu right of repayment with the Revolving Credit Loans hereunder as set forth in Section 2.19 as if the Reinstated Pre-Petition Revolving Loan Obligations were Revolving Loans made hereunder. (h) Without limiting any other provision of this Agreement or any other Loan Document permitting or requiring prepayment as follows:of the Loans (including the outstanding Term Loan B PIK Amount) in whole or in part, the Borrower shall prepay the Loans (including the outstanding Term Loan B PIK Amount) in full on the date which is the thirtieth (30th) day following the Interim Facility Effective Date in the event the Final Bankruptcy Court Orders shall not have been entered on or before such date. (i) At any time when the aggregate principal amount of all Loans (including the outstanding Term Loan B PIK Amount), the Net Pre-Petition Revolving Loan Amount then outstanding and the Reinstated Pre-Petition Revolving Loan Obligations exceeds the maximum principal amount of Loans (including the outstanding Term Loan B PIK Amount) projected to be outstanding at such time as set forth in the Initial Budget, plus the Budget Carryover Amount (to be calculated and applied as set forth in the definition of such term in Section 1.1), the Borrower will immediately upon discovery by or notice prepay the Loans (including the outstanding Term Loan B PIK Amount) to Borrowers the full extent of any such excess. On each day that any Loans (including the outstanding Term Loan B PIK Amount) are outstanding and not prepaid, the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the aggregate principal amount of all Loans (including the lending limits outstanding Term Loan B PIK Amount) outstanding on such day does not exceed the maximum principal amount of Loans (including the outstanding Term Loan B PIK Amount) projected to be outstanding at such time as set forth in the Initial Budget, plus the Budget Carryover Amount (to be calculated and applied as set forth in the definition of such term in Section 1.1) (such amounts to be applied as set forth in Section 2.1(a2.19). (j) or Section 2.5(a) have been exceededNotwithstanding any other provision of this Agreement, Borrowers shall pay Agent for upon the benefit date of the Lenders an amount sufficient to reduce the outstanding principal balance closing of a sale of all or substantially all of the applicable Loans to Loan Parties’ assets (which shall include a sale of both the applicable maximum allowed amount, lumber and such amount shall become due and payable by Borrowers without pulp divisions of the necessity of a demand by Agent or any Lender; and (iiLoan Parties) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount 363 of the estimated Net Proceeds to be received by a Loan Party and/or US Bankruptcy Code and the CCAA, whether or not at such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding the foregoing and provided no time an Event of Default has occurred and is continuing, such prepayment the Net Cash Proceeds shall not be required (to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition proceeds) be deposited in a segregated interest bearing account to be established pursuant to and subject to the terms of an order of the applicable Bankruptcy Court for the purposes of satisfying any amount which is determined to be due and owing in respect of the Carve-Out as of such Acceleration Date or Event Final Maturity Date, as applicable. All Net Cash Proceeds in excess of Loss the amount necessary to satisfy the Carve-Out shall be distributed in productive assets accordance with Section 2.13. If after the final Disposition of a kind then used all or usable substantially all of the Collateral, there are insufficient Net Cash Proceeds held in any such segregated account to satisfy all of the obligations of the Loan Parties that are due and owing under the Carve-Out, the Lenders hereby severally agree to, first, return to the Borrower any Net Cash Proceeds previously received by them in connection with any prior Asset Sale in an amount equal to such deficiency, and, second, to fund the deficiency to the extent that such amounts are included in clause “first” of the definition of the term “Agreed Administrative Expense Priorities”, but in any event in an amount not to exceed (i) in the business case of the Borrowers or Term Loan Lenders, the unfunded portion of such Subsidiary within 180 days after Lender’s Commitment (such amount to be determined based on the amount of such Commitment as in effect on the Interim Facility Effective Date) and (ii) in the case of the Revolving Credit Lenders, an amount equal to the lesser of such Lender’s Pro Rata Share of (A) the Revolving Credit Loan Availability as of the date immediately preceding the date of the closing of any such sale (assuming for the purposes of determining such amount, that any reserves that have been established in connection with liabilities under the Carve-Out have been released and the Revolving Credit Loans that would not otherwise have been available as a result of such reserve will be funded), and (B) the unfunded portion of the Total Revolving Credit Commitment (such amount to be determined based on the amount of such Total Revolving Credit Commitment as in effect on the Interim Facility Effective Date); provided, that in the event that the amount of Net Cash Proceeds held in any such segregated account shall exceed the amount required to satisfy amounts due and owing in respect of the Carve-Out at any time, then any such excess amount shall be paid to the Administrative Agent to be applied in accordance with Section 2.19. (k) Each payment of the Loans under Sections 2.12 and 2.13 shall be made in the Applicable Currency and shall be accompanied by accrued interest to the date of such disposition or Event of Loss; provided that payment on the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyamount paid.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (iia) If a Loan Party or any Foreign Subsidiary receives Net Cash Proceeds from any incurrence of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset Indebtedness pursuant to Section 8.5(d7.02(i) (other than Indebtedness pursuant to Section 7.02(i) that is in existence prior to the first Borrowing of Loans under this Agreement, and any refinancings, refundings, renewals or extensions of any such Indebtedness to the extent not in a manner not permitted hereunder or (y) suffer an Event excess of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of such Indebtedness prior to the estimated Net Proceeds first Borrowing of Loans under this Agreement plus an amount equal to be received by a Loan Party and/or reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such Subsidiary in respect thereof) refinancing and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net Proceeds of such disposition or Event of Lossan amount equal to any existing commitments unutilized thereunder), the Borrowers Company shall deliverprepay, or cause to be deliveredprepaid, Loans in an aggregate principal amount equal to 100% of the Net Cash Proceeds received therefrom on or prior to the date that is 10 Business Days after the receipt by such excess Foreign Subsidiary of such Net Cash Proceeds. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (b) During the Covenant Relief Period, if Holdings or any Subsidiary consummates any Asset Sale, the Company shall prepay, or cause to be prepaid, Loans in an aggregate principal amount equal to 100% of all Net Asset Sale Proceeds received therefrom on or prior to the date that is 5 Business Days after the receipt by Holdings or such Subsidiary of such Net Asset Sale Proceeds; provided, that notwithstanding the foregoing, the Company may apply a ratable portion of the Net Asset Sale Proceeds to Agent for distribution prepay term loans under the 2022 Term Credit Agreement (calculated based on the aggregate principal amount outstanding of (i) Loans and (ii) term loans under the 2022 Term Credit Agreement on the date of such prepayment). Each such prepayment of Loans shall be applied to the principal amount of the Loans of the Lenders as in accordance with their respective Applicable Percentages. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Notwithstanding anything herein to the contrary, (A) to the extent that any of or all of the Net Asset Sale Proceeds of any Asset Sale of a Foreign Subsidiary of Holdings giving rise to a prepayment pursuant to Section 2.04(b) (a “Foreign Prepayment Event”) are prohibited or delayed by applicable local law from being repatriated to Holdings or a Subsidiary of Holdings organized in the Loans. Notwithstanding United States or any political subdivision thereof, the foregoing and provided no Event portion of Default has occurred and is continuing, such prepayment shall Net Asset Sale Proceeds so affected will not be required to be taken into account in determining the amount to be applied to repay Loans at the times provided in Section 2.04(b), and such amounts may be retained by such Foreign Subsidiary, and once Holdings has determined in good faith that such repatriation of any of such affected Net Asset Sale Proceeds is permitted under the applicable local law, then the amount of such Net Asset Sale Proceeds will be taken into account as soon as practicable in determining the amount to be applied (net of additional taxes payable or reserved if such amounts were repatriated) to the repayment of the Loans pursuant to Section 2.04(b), (B) to the extent a Loan Party that and for so long as Holdings has determined in good faith that repatriation of any of or such Subsidiary reinvests all the Net Asset Sale Proceeds of any Foreign Prepayment Event would have a material adverse tax or cost consequence with respect to such disposition or Event Net Asset Sale Proceeds, the amount of Loss Net Asset Sale Proceeds so affected will not be required to be taken into account in productive assets of a kind then used or usable determining the amount to be applied to repay Loans at the times provided in the business of the Borrowers or Section 2.04(b), and such Subsidiary within 180 days after the date of amounts may be retained by such disposition or Event of LossForeign Subsidiary; provided that when Holdings determines in good faith that repatriation of any of or all the applicable Borrower notifies Agent Net Asset Sale Proceeds would no longer have a material adverse tax consequence with respect to such Net Asset Sale Proceeds, such Net Asset Sale Proceeds shall be taken into account as soon as practicable in determining the amount to be applied (net of additional taxes payable or reserved against if such amounts were repatriated) to the repayment of the Loans pursuant to Section 2.04(b), and (C) to the extent that and for so long as Holdings has determined in good faith that repatriation of any of or all the Net Asset Sale Proceeds of any Foreign Prepayment Event would give rise to a risk of liability for the directors of such Borrower’s Foreign Subsidiary, the Net Asset Sale Proceeds so affected will not be required to be taken into account in determining the amount to be applied to repay Loans at the times provided in Section 2.04(b), as the case may be, and such amounts may be retained by such Foreign Subsidiary; provided that when Holdings determines in good faith that repatriation of any of or all the Net Asset Sale Proceeds of any Foreign Prepayment Event would no longer give rise to liability for the directors of such Foreign Subsidiary’s intent , such Net Asset Sale Proceeds shall be taken into account as soon as practicable in determining the amount to reinvest and be applied (net of additional taxes payable or reserved against if such amounts were repatriated) to the repayment of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyLoans pursuant to Section 2.04(b).

Mandatory Prepayments. In addition (a) If any Capital Stock (other than (i) any Capital Stock which has been issued by the Borrower or any of its Subsidiaries, as applicable, solely in contemplation of, and which is actually used as consideration for, any Permitted Acquisition, (ii) Capital Stock issued to a Loan Party and (iii) the issuance of stock or options in connection with any employee incentive plan in an aggregate amount under this clause (iii) not to exceed $5,000,000 in any fiscal year of the Borrower) shall be issued by the Borrower or any of its Subsidiaries, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment required of the Term Loans and other amounts as set forth in Section 2.12(e). (b) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 10.2 as a result 7.2), an amount equal to 100% of an Event of Default hereunder, the Loans Net Cash Proceeds thereof shall be subject to mandatory applied on the date of such incurrence toward the prepayment as follows: (i) immediately upon discovery by or notice to Borrowers that any of the lending limits Term Loans and other amounts as set forth in Section 2.1(a) or Section 2.5(a) have been exceeded, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and2.12(e). (iic) If any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Loan Party or any Subsidiary of a Loan Party Reinvestment Notice shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary delivered in respect thereof) and (B) , such Net Cash Proceeds shall be applied within five (5) Business Days of after receipt thereof by a Loan Party and/or such Subsidiary of toward the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans. Notwithstanding Loans and other amounts as set forth in Section 2.12(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 $1,000,000 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 Loans and other amounts as set forth in Section 2.12(e). (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 50% of such Excess Cash Flow toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e); provided no Event that such percentage shall be reduced to 25% if the Consolidated Senior Leverage Ratio as of Default has occurred and the last day of such fiscal year is continuing, less than 1.50 to 1.00. Each such prepayment shall not be required to made on a date (each an “Excess Cash Flow Application Date”) occurring no later than the extent a Loan Party or such Subsidiary reinvests the Net Proceeds earliest of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 (i) ten (10) days after 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) ten (10) days after the date such financial statements are actually delivered. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied to the prepayment of installments due in respect of the Term Loans in accordance with Sections 2.3 and 2.18(b) (provided that any Term Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”), in which case the Declined Amount shall be distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by Ter▇ ▇▇▇▇▇▇▇ ▇▇at have elected to accept such Declined Amounts; second, to the extent of any residual, if no Term Loans remain outstanding, to the prepayment of the Revolving Loans in accordance with Section 2.18(c) (with no corresponding permanent reduction in the Revolving Commitments); and third, to the extent of any residual, if no Term Loans or Revolving Loans remain outstanding, to the replacement of outstanding Letters of Credit and/or the deposit of an amount in cash (in an amount not to exceed 105% of the then existing L/C Exposure (110% to the extent such L/C Exposure is denominated in a currency other than Dollars)) in a Cash Collateral account established with the Administrative Agent for the benefit of the Issuing Lender and the L/C Lenders on terms and conditions satisfactory to the Issuing Lender. Each prepayment of the Loans under this Section 2.12 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans, in the event all Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the date of such disposition prepayment on the amount prepaid. The Borrower shall deliver to the Administrative Agent and each Term Lender notice of each prepayment of Term Loans in whole or Event of Loss; provided that in part pursuant to this Section 2.12 not less than five (5) Business Days prior to the applicable Borrower notifies Agent date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such Borrower’s prepayment and (iii) the options of each Term Lender to (x) decline or such Subsidiary’s intent to reinvest and of the completion accept its share of such reinvestment prepayment and (y) to accept Declined Amounts. Any Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify the Administrative Agent by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. (f) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such proceeds are received prepayment or reduction and when (ii) to the extent practicable, at least ten days prior written notice of such reinvestment occursprepayment or reduction (and the Administrative Agent shall promptly provide the same to each Lender). Each notice of prepayment shall specify the prepayment or reduction date, respectivelythe Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid.

Mandatory Prepayments. In addition (a) Subject to Section 3.9, if on any prepayment required in accordance with date on which a Borrowing Base Certificate is delivered pursuant to Section 10.2 as a result of an Event of Default hereunder6.2(c), the aggregate amount of Term Loans outstanding exceeds the Borrowing Base, the Borrower shall be subject prepay the Term Loans in an amount equal to mandatory prepayment as follows:the amount of such excess no later than the Business Day immediately following the date of delivery of such Borrowing Base Certificate. (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from (i) immediately upon discovery any incurrence of Indebtedness by the Borrower or notice to Borrowers that any of the lending limits set forth in its Subsidiaries, other than Indebtedness permitted pursuant to Section 2.1(a) or Section 2.5(a) have been exceeded7.1, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party any sale or issuance of Capital Stock by or receipt of any capital contribution to the Borrower or any Subsidiary of a Loan Party its Subsidiaries, other than Permitted Equity Issuances, (iii) any Asset Sale or (iv) any Extraordinary Receipts, then 100% of such Net Cash Proceeds shall at any time or from time to time be applied on the third Business Day following receipt of such Net Cash Proceeds (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or the case of clauses (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereofiii) and (Biv), following receipt of Net Cash Proceeds therefrom in an aggregate amount of $25,000) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of toward the Net Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Term Loans. Notwithstanding . (c) If on any date the foregoing and provided no Event Borrower or any of Default has occurred and is continuingits Subsidiaries shall receive Net Cash Proceeds from any Recovery Event, 100% of such Net Cash Proceeds shall be applied on the third Business Day following receipt of such Net Cash Proceeds toward the prepayment of the Term Loans; provided, that such prepayment shall not be required if all of the following requirements are satisfied: (i) the aggregate amount of all such Net Cash Proceeds is not greater than $5,000,000, (ii) such Net Cash Proceeds are (A) reinvested in other like assets within 270 days of the Recovery Event that gave rise to such Net Cash Proceeds or (B) committed to be reinvested in other like assets within 270 days of such Recovery Event and reinvested in such assets within 365 days of such Recovery Event, (iii) such Net Cash Proceeds are held in a segregated deposit account that is subject to a perfected first priority security interest in favor of the Lender, and (iv) the reinvestment or commitment to reinvest such Net Cash Proceeds pursuant to clause (ii) above is pre-approved in writing by the Lender in its reasonable discretion. (d) If on any day a Refinancing Event shall occur, then the Borrower shall prepay the Term Loans on such day in an amount equal to the extent a Refinancing Event Prepayment Amount. (e) On or before the date each month on which financial statements referred to in Section 6.1(e) are required to be delivered, the Borrower shall prepay the Bridge Term Loan Party (until paid in full) in an amount equal to the Excess Cash Flow for the month covered by such financial statements minus the amount by which the aggregate book cash balance of the Borrower and its Subsidiaries on such date is less than $100,000. (f) If any amendment, waiver or such Subsidiary reinvests other modification shall be made to the Net Proceeds of such disposition Pinnacle Towers Credit Agreement or Event of Loss in productive assets of a kind then used or usable any "Loan Document" as defined in the business Pinnacle Towers Credit Agreement that materially impairs the value of the Borrowers or such Subsidiary within 180 days after the date of such disposition or Event of Loss; provided that the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and pledge of the completion Capital Stock of such reinvestment at Pinnacle under the time such proceeds Pledge Agreement, then the Borrower shall immediately prepay the Obligations in full. (g) Amounts prepaid pursuant to this Section 3.4 may not be reborrowed. (h) Any prepayment of Term Loans and/or reduction of Term Loan Commitments pursuant to this Section, and the rights of the Lender in respect thereof, are received and when such reinvestment occurs, respectivelysubject to the provisions of Section 3.7.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (a) Upon (i) immediately upon discovery by or notice to Borrowers that any the occurrence of a Change in Control of the lending limits set forth in Section 2.1(a) or Section 2.5(a) have been exceededCompany, Borrowers shall pay Agent for the benefit of the Lenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, and such amount shall become due and payable by Borrowers without the necessity of a demand by Agent or any Lender; and (ii) If a Loan Party transfer of all or substantially all of the assets of the Company to any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or Person in a manner not permitted hereunder single transaction or series of related transactions, or (yiii) suffer an Event of Lossa consolidation, then (A) the Borrowers shall promptly notify Agent of such proposed disposition merger or Event of Loss (including the amount amalgamation of the estimated Net Proceeds Company with or into another Person in which the Company is not the surviving entity (other than a merger which is effected solely to be received by change the jurisdiction of incorporation of the Company and results in a Loan Party and/or such Subsidiary in respect thereofreclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (Biii) within five being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Purchaser, redeem the Preferred Shares, subject to the provisions of Section 6 of the Certificate of Designation. The redemption price payable upon any such redemption shall be the Redemption Price in Section 6 of the Certificate of Designation (5referred to herein as the "Formula Price"). (b) Business Days At the option of receipt thereof by a Loan Party and/or such Subsidiary Purchaser, upon the consummation of one or more Financings, the Company shall use 25% of the Net Cash Proceeds therefrom (unless such Net Cash Proceeds from each such Financing is less than $250,000) to redeem the Preferred Shares. (c) Upon the issuance of the Maximum Number of Shares and the failure within 40 days of such disposition or Event issuance to obtain shareholder approval to issue additional shares of LossCommon Stock (the "Redemption Event"), the Borrowers Company shall deliverredeem the outstanding Preferred Shares for the Formula Price. (d) In the event that there is an insufficient number of authorized, or cause issuable, unlegended and freely tradeable shares of Common Stock registered under the Registration Statement filed by the Company to be deliveredfully convert the Preferred Shares held by Purchaser and sell such shares issued thereon, such excess Net Proceeds to Agent for distribution then the Company shall immediately file an amendment to the Lenders as then current registration statement to register a prepayment of the Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds sufficient number of such disposition or Event of Loss in productive assets of shares to convert said Preferred Shares. Upon the failure within ten (10) Trading Days to register a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the date sufficient number of such disposition or Event of Loss; provided that shares, the applicable Borrower notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of Company shall redeem the completion of such reinvestment at outstanding Preferred Shares for the time such proceeds are received and when such reinvestment occurs, respectivelyFormula Price.